Common use of Conditions Precedent to All Releases Clause in Contracts

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations through the date of such Release; (b) the Borrower shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase and Sale Agreement; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release; (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees Interest and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and amount, if any, by which the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) Coverage Percentage exceeds 100% and (z) the amount of all other accrued and unpaid obligations of the Borrower Obligations through the date of such Release; (b) the Borrower shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower in accordance with the terms of the applicable Purchase and Sale Agreement; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 Exhibit III and 7.02 Exhibit III are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release;the Coverage Percentage shall not exceed 100%; and (iv) the such day is not a Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding ThresholdDay.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Master Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees Yield and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Capital Coverage Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Seller Obligations through the date of such Release; (b) the Borrower Seller shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower Seller in accordance with the terms of the Purchase Sale Agreement and Sale Agreementamounts owing by the Seller to the Originators under the Subordinated Notes; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower Seller and the Master Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower Seller and the Master Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default Termination or Unmatured Event of Default Termination has occurred and is continuing, and no Event of Default Termination or Unmatured Event of Default Termination would result from such Release; (iii) no Borrowing Base Capital Coverage Deficit exists or would exist after giving effect to such Release;; and (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees Interest and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations through the date of such Release; (b) the Borrower shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase and Sale Agreement; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release; (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Usage Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations through the date of such Release; (b) the Borrower Borrowers shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower Borrowers in accordance with the terms of the Purchase and Sale AgreementAgreements and amounts owing by the Borrowers to the Originators under the Intercompany Loan Agreements; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the each Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the each Borrower and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release; (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, InterestYield, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Capital Coverage Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Seller Obligations (other than Capital) through the date of such Release; (b) the Borrower Seller shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower Seller in accordance with the terms of the Purchase and Sale AgreementAgreement and amounts owing by the Seller to the Originators under the Intercompany Loan Agreements; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower Seller and the Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release[Reserved]; (iii) no Borrowing Base Capital Coverage Deficit exists or would exist after giving effect to such Release; (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Restatement Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (xw) all accrued and unpaid Servicing Fees, InterestYield, Fees and Breakage Fees, in each case, through the date of such Release, (yx) the amount of any Borrowing Base Deficit Capital Coverage Deficit, (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (zy) the amount of all other accrued and unpaid Borrower Seller Obligations through the date of such Release and (z) all accrued and unpaid interest on the Subordinated Notes through the date of such Release; (b) the Borrower Sellers shall use the proceeds of such Release solely to pay the cash purchase price for Receivables purchased by the Borrower Sellers in accordance with the terms of the Purchase and Sale AgreementAgreements; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower each Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower each Seller and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default or Unmatured Event of Default Termination has occurred and is continuing, and no Event of Default or Unmatured Event of Default Termination would result from such Release; (iii) no Borrowing Base Capital Coverage Deficit exists or would exist after giving effect to such Release;; and (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations through the date of such Release; (b) the Borrower shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase and Sale AgreementAgreement and amounts owing by the Borrower to the Originators under the Intercompany Loans; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release;; and (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations through the date of such Release; (b) the Borrower shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase and Sale AgreementAgreement and amounts owing by the Borrower to the Originators under the Subordinated Notes; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 6.01 and 7.02 are 6.02 (other than the representations and warranties set forth in Sections 6.01(f)(ii) and (l) and in Sections 6.02(f)(ii), (m)(i), (m)(ii) and (p), in each case, to the extent such Release occurs other than on the Closing Date), that (x) does not contain a materiality qualification shall be true and correct in all material respects on and as of the date of such Release as though if made on and as of such date, and (y) contains a materiality qualification shall be true and correct on and as of the date of such Release as if made on and as of such date unless (or, to the extent such representations and warranties by their terms refer specifically relate to an earlier date, in which case they shall be that such representations and warranties were true and correct in all material respects on respects, or true and correct, as the case maybe, as of such earlier date); (ii) no Event of Default or Default, Unmatured Event of Default Default, Termination Event or Unmatured Termination Event has occurred and is continuing, and no Event of Default or Default, Unmatured Event of Default Default, Termination Event or Unmatured Termination Event would result from such Release; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release;; and (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) if such Release is not requested on a Settlement Date, a Release Certificate shall have been delivered to the Administrative Agent, the Collateral Agent and the Paying Agent at least three Business Days prior to such release; (b) after giving effect to such Release, the Servicer Borrower Collection Accounts shall be holding in trust for the benefit of the Secured Parties have on deposit an amount of Collections sufficient to pay the sum of (x) all accrued the Settlement Reserve and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations through the date of such ReleaseInterest Rate Reserve Account Deficit; (bc) the Borrower shall use the proceeds of such Release (i) solely to pay the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Initial Purchase and Sale Agreement, (ii) if such Release is made on a Settlement Date, to make payments on any Subordinated Note or (iii) if such Release is made on a Settlement Date and there are no amounts outstanding under any Subordinate Note, for distribution to the Parent as a return on the Parent’s equity interest in the Borrower; and (cd) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and the Initial Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower and the Initial Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Initial Servicer Default or unmatured Initial Servicer Default, no Event of Default or Unmatured unmatured Event of Default Default, and no Early Amortization Event or Unmatured Early Amortization Event, has occurred and is continuing, and no Event of Default or Unmatured Event of Default such event would result from such Release;; and (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release; (iv) the Revolving Period Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, InterestYield, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Capital Coverage Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Seller Obligations through the date of such Release; provided, the Servicer shall not be required to segregate such amount of Collections; (b) the Borrower shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase and Sale Agreement; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower Seller and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of the date of such Release as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of such earlier date; (ii) no Event of Default Termination or Unmatured Event of Default Termination has occurred and is continuing, and no Event of Default Termination or Unmatured Event of Default Termination would result from such Release; (iii) no Borrowing Base Capital Coverage Deficit exists or would exist after giving effect to such Release; (iv) the Termination Date has not occurredAggregate Capital shall be equal to or greater than an amount that is equal to the lesser of (A) sixty-six and sixty-seven hundredths percent (66.67%) of the Facility Limit at such time and (B) the Capital Coverage Amount at such time; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding ThresholdTermination Date has not occurred.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations through the date of such Release; (b) the Borrower Borrowers shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower Borrowers in accordance with the terms of the Purchase and Sale AgreementAgreements and amounts owing by the Borrowers to the Originators under the Intercompany Loan Agreements; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the each Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the each Borrower and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release;; and (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations through the date of such Release; (b) the Borrower shall use the proceeds of such Release solely to pay (x) the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase and Sale AgreementAgreements and (y) any amounts owing by the Borrower to the Originators under the Subordinated Notes or any Restricted Payments permitted under Section 7.01(r); and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects (unless such representations and warranties contain a materiality qualification, in which case such representations and warranties shall be true and correct as made) on and as of the date of such Release 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 (unless such representations and warranties contain a materiality qualification, in which case such representations and warranties shall be true and correct as made) on and as of such earlier date; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release;; and (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.. ARTICLE VI

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer Servicers shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees Interest and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and amount, if any, by which the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) Coverage Percentage exceeds 100% and (z) the amount of all other accrued and unpaid Borrower Obligations obligations of the Borrowers through the date of such Release; (b) the Borrower Borrowers shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower Borrowers in accordance with the terms of the applicable Purchase and Sale Agreement; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the each Borrower and the each Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the each Borrower and the each Servicer contained in Sections 7.01 Exhibit III and 7.02 Exhibit III are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release;the Coverage Percentage shall not exceed 100%; and (iv) the such day is not a Termination Date has not occurredDay; and (vd) on the Aggregate Capital plus date of such Release, the Adjusted LC Participation Amount exceeds U.S. Borrower has not failed to make any payment or deposit required to be made under the Minimum Funding ThresholdMonetization Documents and such failure has remained unremedied for one or more Business Days.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) (i) after giving effect to such Release, the Servicer Servicers shall be holding in trust for the benefit of the Secured Parties or shall have segregated in a separate account approved by the Administrative Agent, in either case, pursuant to and in accordance with Section 3.01(a), an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, InterestYield, Fees and Breakage FeesFees and, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued non-contingent Seller Obligations that are then due and unpaid Borrower Obligations through owing and (ii) no Capital Coverage Deficit shall have existed as of the date last day of such Releasethe most recently ended Fiscal Month; (b) the Borrower Each SPV Entity shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower such SPV Entity in accordance with the terms of the applicable Purchase and Sale Agreement; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower each SPV Entity and the each Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower such SPV Entity and the such Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release; (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations (other than Principal) through the date of such Release; (b) the Borrower shall use the proceeds of such Release solely to pay (x) the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase and Sale AgreementAgreement and (y) any amounts owing by the Borrower to the Originators under the Subordinated Notes; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects (unless such representations and warranties contain a materiality qualifier, in which case such representations and warranties shall be true and correct as made) on and as of the date of such Release 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 (unless such representations and warranties contain a materiality qualifier, in which case such representations and warranties shall be true and correct as made) on and as of such earlier date; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release;; and (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations through the date of such Release; (b) the Borrower shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase and Sale Agreement; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release;; and (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, InterestYield, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Capital Coverage Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Seller Obligations through the date of such Release; (b) the Borrower Seller shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower Seller in accordance with the terms of the Purchase and Sale AgreementAgreement and amounts owing by the Seller to the Originators under the Intercompany Loan Agreements; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower Seller and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default Termination or Unmatured Event of Default Termination has occurred and is continuing, and no Event of Default Termination or Unmatured Event of Default Termination would result from such Release; (iii) no Borrowing Base Capital Coverage Deficit exists or would exist after giving effect to such Release;; and (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, InterestYield, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Capital Coverage Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Seller Obligations (other than Capital) through the date of such Release; (b) the Borrower Seller shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower Seller in accordance with the terms of the applicable Purchase and Sale AgreementAgreement and amounts owing by the Seller to the Originators under the Intercompany Loan Agreements; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower Seller and the Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release[Reserved]; (iii) no Borrowing Base Capital Coverage Deficit exists or would exist after giving effect to such Release; (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations through the date of such Release; (b) the Borrower shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase Sale and Sale AgreementContribution Agreement and amounts owing by the Borrower to the Originators under the Subordinated Loans; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release;; and (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Master Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees Yield and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Capital Coverage Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Seller Obligations through the date of such Release; (b) the Borrower Seller shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower Seller in accordance with the terms of the Purchase and Sale Agreement; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower Seller and the Master Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower Seller and the Master Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Amortization Event of Default or Unmatured Potential Amortization Event of Default has occurred and is continuing, and no Amortization Event of Default or Unmatured Potential Amortization Event of Default would result from such Release; (iii) no Borrowing Base Capital Coverage Deficit exists or would exist after giving effect to such Release;; and (ivd) the Termination Amortization Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations through the date of such Release; (b) the Borrower shall use the proceeds of such Release solely to pay (x) the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase and Sale AgreementAgreement and (y) any amounts owing by the Borrower to the Originators under the Subordinated Notes; (c) the Borrower has not received a written notice from the Administrative Agent prohibiting Releases hereunder; and (cd) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects (unless such representations and warranties contain a materiality qualifier, in which case such representations and warranties shall be true and correct as made) on and as of the date of such Release 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 (unless such representations and warranties contain a materiality qualifier, in which case such representations and warranties shall be true and correct as made) on and as of such earlier date; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release; (iv) the Termination Date has not occurredAggregate Capital would exceed the Minimum Funding Threshold after giving effect to such Release; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding ThresholdTermination Date has not occurred.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) (i) after giving effect to such Release, the Servicer Servicers shall be holding in trust for the benefit of the Secured Parties or shall have segregated in a separate account approved by the Administrative Agent, in either case, pursuant to and in accordance with Section 3.01(a), an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, InterestYield, Fees and any Breakage FeesFees and, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued non-contingent Seller Obligations that are then due and unpaid Borrower Obligations through owing and (ii) no Capital Coverage Deficit shall have existed as of the date last day of such Releasethe most recently ended Fiscal Month; (b) the Borrower Each SPV Entity shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower such SPV Entity in accordance with the terms of the applicable Purchase and Sale Agreement; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower each SPV Entity and the each Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower such SPV Entity and the such Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Termination Event of Default or Unmatured Event of Default has occurred and is continuing, and no Termination Event of Default or Unmatured Event of Default would result from such Release;; and (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release; (iv) the Termination Maturity Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations through the date of such Release; (b) the Borrower shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase and Sale Agreement; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release;; and (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties (as described in Section 3.01) an amount of Collections sufficient to pay the sum of (xi) all accrued and unpaid Servicing Fees, InterestYield, Fees and Breakage Feesindemnification payments under Section 4.02, in each case, through the date of such Release, (yii) the amount of any Borrowing Base anticipated Capital Coverage Amount Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (ziii) the amount of all other accrued and unpaid Borrower Seller Obligations through the date of such Release; (b) the Borrower Seller shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower Seller in accordance with the terms of the Purchase Sale Agreement or to use the amounts received in connection therewith for other purposes contemplated under, and Sale Agreementin accordance with, the Transaction Documents in connection with a Release; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower Seller and the Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuingcontinuing on such date, and no Event of Default or Unmatured Event of Default would result from such Release; (iii) no Borrowing Base Capital Coverage Amount Deficit exists on such date or would exist after giving effect to such Release;; and (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.. 127256974\V-8

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: : (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations through the date of such Release; ; (b) the Borrower shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase and Sale AgreementAgreement and amounts owing by the Borrower to the Originators under the Intercompany Loans; and and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): ): (i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Release 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; ; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release; ; 61762333169 19631658 762333169 19631658 (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release; ; and (iv) the Termination Date has not occurred.; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.and SECTION

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust (which amounts held in trust may be commingled with other funds of the Servicer and its Affiliates (a) in a Collection Account as permitted herein or (b) in a Permitted Linked Account) for the benefit of the Secured Parties (or, if so requested by the Administrative Agent after the occurrence and during the continuation of an Event of Default, segregate in a separate account reasonably approved by the Administrative Agent, which shall be an account maintained and/or controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion) (or, if the Administrative Agent has taken exclusive control of the Collection Accounts as contemplated by Section 8.03, the Administrative Agent shall be holding in such Collection Accounts or any Cash Dominion Administration Account(s)) an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, InterestYield, Fees and Breakage Feesindemnification payments under Section 4.02, in each case, through the date of such Release, (y) the amount of any Borrowing Base Capital Coverage Amount Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date as of such Release) date, and (z) the amount of all other accrued and unpaid Borrower SPE Obligations through the date of such Release; (b) the Borrower SPE shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower SPE in accordance with the terms of the Purchase and Sale Transfer Agreement; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower SPE and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower SPE and the Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release;; and (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release; (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer Continuing Collection Accounts shall be holding in trust for the benefit of the Secured Parties have on deposit an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage FeesAmounts, in each case, through the date of such ReleaseRelease (as reasonably estimated by the Administrative Agent), (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations then due and owing through the date of such ReleaseRelease (as reasonably estimated by the Administrative Agent), in each case, as demonstrated in a Qualifying Release Report delivered pursuant to Section 9.03(c); (b) the Borrower shall use the proceeds of such Release (i) solely to pay the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Second Tier Purchase and Sale AgreementAgreement or (ii) for distribution to the Pledgor as a return on the Pledgor’s equity interest in the Borrower; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and the Initial Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower and the Initial Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release;; and (iv) the Revolving Commitment Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: : (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, InterestYield, Fees and Breakage Feesindemnification payments under Section 4.02, in each case, through the date of such Release, (y) the amount of any Borrowing Base Capital Coverage Amount Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Seller Obligations through the date of such Release; ; (b) the Borrower Seller shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower Seller in accordance with the terms of the Purchase and Sale Second Tier Transfer Agreement; and and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): ): (i) the representations and warranties of the Borrower Seller and the Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects on and as of the date of such Release 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; ; (ii) no Event of Default or Unmatured Event of Potential Default has occurred and is continuing, and no Event of Default or Unmatured Event of Potential Default would result from such Release; ; (iii) no Borrowing Base Capital Coverage Amount Deficit exists or would exist after giving effect to such Release; ; and (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: : (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, InterestYield, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Capital Coverage Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Seller Obligations through the date of such Release; ; provided, the Servicer shall not be required to segregate such amount of Collections; (b) the Borrower shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase and Sale Agreement; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): ): (i) the representations and warranties of the Borrower Seller and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of the date of such Release as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of such earlier date; ; (ii) no Event of Default Termination or Unmatured Event of Default Termination has occurred and is continuing, and no Event of Default Termination or Unmatured Event of Default Termination would result from such Release; ; (iii) no Borrowing Base Capital Coverage Deficit exists or would exist after giving effect to such Release; ; (iv) the Termination Date has not occurred; and Aggregate Capital shall be equal to or greater than an amount that is equal to the lesser of (vA) sixty-six and sixty-seven hundredths percent (66.67%) of the Facility Limit at such time and (B) the Aggregate Capital plus the Adjusted LC Participation Coverage Amount exceeds the Minimum Funding Threshold.at

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations through the date of such Release; (b) the Borrower shall use the proceeds of such Release solely to pay (x) the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase and Sale AgreementAgreements and (y) any amounts owing by the Borrower to the Originators under the Subordinated Notes or any Restricted Payments permitted under Section 7.01(r); and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects (unless such representations and warranties contain a materiality qualification, in which case such representations and warranties shall be true and correct as made) on and as of the date of such Release 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 (unless such representations and warranties contain a materiality qualification, in which case such representations and warranties shall be true and correct as made) on and as of such earlier date; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release;; and (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer Servicers shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees Interest and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and amount, if any, by which the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) Coverage Percentage exceeds 100% and (z) the amount of all other accrued and unpaid Borrower Obligations obligations of the Borrowers through the date of such Release; (b) the Borrower Borrowers shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower Borrowers in accordance with the terms of the Purchase and applicable CBTS Sale Agreement; and and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the each Borrower and the each Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the each Borrower and the each Servicer contained in Sections 7.01 Exhibit III and 7.02 Exhibit III are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release;the Coverage Percentage shall not exceed 100%; and (iv) the such day is not a Termination Date has not occurredDay; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Restatement Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, InterestYield, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Capital Coverage Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Seller Obligations through the date of such Release; (b) the Borrower Seller shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower Seller in accordance with the terms of the Purchase and Sale Agreement; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower Seller and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default Termination or Unmatured Event of Default Termination has occurred and is continuing, and no Event of Default Termination or Unmatured Event of Default Termination would result from such Release; (iii) no Borrowing Base Capital Coverage Deficit exists or would exist after giving effect to such Release; (iv) the Termination Date no Seller Event of Bankruptcy has not occurredoccurred and is continuing; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding ThresholdTermination Date has not occurred.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage FeesFeesindemnification payments under Section 4.02 , in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations through the date of such Release; (b) the Borrower shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase Sale and Sale AgreementContribution Agreement and amounts owing by the Borrower to the Originators under the Subordinated Loans; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release;; and (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations through the date of such Release; (b) the Borrower shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase and Sale Agreement; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Early Amortization Event, Event of Default or Unmatured Event of Default has occurred and is continuing, and no Early Amortization Event, Event of Default or Unmatured Event of Default would result from such Release; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release;; and (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after Cash Reserve Account Release, including the Closing Date initial Cash Reserve Account Release, shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement that on the date of such Cash Reserve Account Release) and (z) the amount of all other accrued and unpaid Borrower Obligations through the date of such Release; (b) the Borrower shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase and Sale Agreement; and (c) on the date of such Release , the following statements shall be true and correct (and upon shall be true immediately after such Cash Reserve Account Release), and the occurrence acceptance by the Borrower of the proceeds of such Release, the Borrower and the Servicer Cash Reserve Account Release shall be deemed to have represented and warranted constitute, as of such Release Date, a confirmation by the Borrower that such the following statements are then true and correct):remain true: |US-DOCS\130674191.18|| (ia) the representations and warranties of the Borrower and the Servicer Credit Parties contained in Sections 7.01 the Transaction Documents are true, correct and 7.02 are true and correct in all material respects on and as of the date of such Release 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 complete in all material respects on and as of such day as though made on and as of such day and shall be deemed to have been made (and must be correct in all material respects) on such day (unless the same explicitly relates solely to an earlier date); (iib) no Event of Default or Unmatured Event of Default event has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such ReleaseCash Reserve Account Release upon giving effect to such Cash Reserve Account Release that constitutes an Event of Default, an Unmatured Event of Default, a Servicer Termination Event, an Unmatured Servicer Termination Event, a Servicer Liquidity Event or a Warm Back-Up Servicing Trigger Event; (iiic) no Borrowing Base Deficit exists or would exist the Loan Amount shall not exceed the Permitted Loan Balance and the amount on deposit in the Cash Reserve Account (including related Permitted Investments) is at least equal to the lesser of (A) $51,000,000 and (B) 20% of the Loan Amount (in each case, after giving effect to such Cash Reserve Account Release and calculated on a pro forma basis as of the date of such proposed Cash Reserve Account Release); (d) the Administrative Agent shall have received a Permitted Loan Balance Certificate, executed by an Authorized Officer of the Borrower and an Authorized Officer of the Servicer, showing a calculation of each of the Loan Amount and the Permitted Loan Balance both immediately before and upon giving effect to such proposed Cash Reserve Account Release; (ive) the Termination Date has not occurredAdministrative Agent shall have received a duly executed and completed Cash Reserve Account Release Request; (f) [Reserved]; (g) the amount remaining on deposit in the Collection Account is at least equal to the Required Collection Account Amount after giving effect to such proposed Cash Reserve Account Release; and (vh) to the Aggregate Capital plus extent the Adjusted LC Participation Amount exceeds Borrower has received an invoice therefor at least one (1) Business Day before the Minimum Funding ThresholdRelease Date in reasonable detail, all fees and other amounts (including costs, expenses and indemnified amounts) then due and payable to the Lenders and the Administrative Agent, shall have been paid in full.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations (other than Capital) through the date of such Release;; 760715600 23750643 (b) the Borrower shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase and Sale AgreementAgreement and amounts owing by the Borrower to an Originator under any Subordinated Note; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default Termination or Unmatured Event of Default Termination has occurred and is continuing, and no Event of Default Termination or Unmatured Event of Default Termination would result from such Release; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release; (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, InterestYield, Fees and Breakage Fees, in each case, through the 751200428 16518096 date of such Release, (y) the amount of any Borrowing Base Capital Coverage Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Seller Obligations (other than Capital) through the date of such Release; (b) the Borrower Seller shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower Seller in accordance with the terms of the Purchase and Sale AgreementAgreement and amounts owing by the Seller to the Originators under the Subordinated Notes; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower Seller and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default Termination or Unmatured Non-Reinvestment Event of Default has occurred and is continuing, and no Event of Default Termination or Unmatured Non-Reinvestment Event of Default would result from such Release; (iii) no Borrowing Base Capital Coverage Deficit exists or would exist after giving effect to such Release; (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.. REPRESENTATIONS AND WARRANTIES

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations (other than Capital) through the date of such Release; (b) the Borrower shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase and Sale Agreement; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default Termination or Unmatured Event of Default Termination has occurred and is continuing, and no Event of Default Termination or Unmatured Event of Default Termination would result from such Release; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release;; and (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations through the date of such Release; (b) the Borrower Borrowers shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower Borrowers in accordance with the terms of the Purchase and Sale AgreementAgreements and amounts owing by the Borrowers to the Originators under the Intercompany Loan Agreements; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the each Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the each Borrower and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release;; and (iv) the Termination Date has not occurred; and and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the each Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Feesindemnification payments under Section 4.02, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) or Class A Borrowing Base Deficit and (z) the amount of all other accrued and unpaid Borrower Obligations through the date of such Release; (b) the Borrower shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase and Sale applicable Transfer Agreement; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and the each Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower and the Servicer Servicers contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default Default, Financial Covenant Event or, to the actual knowledge of an Authorized Officer of the Borrower or Unmatured Event of the Servicer, Potential Default has occurred and is continuing, and no Event of Default Default, Financial Covenant Event or, to the actual knowledge of an Authorized Officer of the Borrower or Unmatured Event of the Servicer, Potential Default would result from such Release; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release; (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations through the date of such Release; (b) the Borrower shall use the proceeds of such Release solely to pay (x) the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase and Sale AgreementAgreement and (y) any amounts owing by the Borrower to the Originators under the Subordinated Notes; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects (unless such representations and warranties contain a materiality qualifier, in which case such representations and warranties shall be true and correct as made) on and as of the date of such Release 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 (unless such representations and warranties contain a materiality qualifier, in which case such representations and warranties shall be true and correct as made) on and as of such earlier date; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release;; and (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, InterestYield, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Capital Coverage Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Seller Obligations (other than Capital) through the date of such Release; (b) the Borrower Seller shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower Seller in accordance with the terms of the Purchase and Sale AgreementAgreement and amounts owing by the Seller to the Originators under the Subordinated Notes; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower Seller and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default Termination or Unmatured Non-Reinvestment Event of Default has occurred and is continuing, and no Event of Default Termination or Unmatured Non-Reinvestment Event of Default would result from such Release; (iii) no Borrowing Base Capital Coverage Deficit exists or would exist after giving effect to such Release; (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations through the date of such Release; (b) the Borrower shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase and Sale Agreement; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects on and as of the date of such Release as though made on and as of such date unless Release, or if such representations and warranties by their terms refer to an earlier date, in which case they shall be were true and correct in all material respects on and as of such earlier date; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release; (iii) no Borrowing Base Deficit exists or would exist immediately after giving effect to such Release; (iv) the Termination Date has not occurred; and (v) no Originator has provided written notice to the Aggregate Capital plus Seller or the Adjusted LC Participation Amount exceeds Administrative Agent of its election to terminate sales of Receivables under the Minimum Funding ThresholdPurchase and Sale Agreement.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, InterestYield, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Capital Coverage Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Seller Obligations (other than Capital) through the date of such Release; (b) the Borrower Seller shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower Seller in accordance with the terms of the Purchase and Sale AgreementContribution Agreement and amounts owing by the Seller to the Originators under any Intercompany Loan; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower Seller and the Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release; (iii) no Borrowing Base Capital Coverage Deficit exists or would exist after giving effect to such Release; (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date (excluding for the avoidance of doubt the releases set forth in Section 14.22) shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, InterestYield, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Capital Coverage Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Seller Obligations through the date of such Release; provided, the Servicer shall not be required to segregate such amount of Collections; (b) the Borrower shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase and Sale Agreement; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower Seller and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of the date of such Release as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of such earlier date; (ii) no Event of Default Termination or Unmatured Event of Default Termination has occurred and is continuing, and no Event of Default Termination or Unmatured Event of Default Termination would result from such Release; (iii) no Borrowing Base Capital Coverage Deficit exists or would exist after giving effect to such Release; (iv) the Termination Date has not occurredAggregate Capital shall be equal to or greater than an amount that is equal to the lesser of (A) sixty-six and sixty-seven hundredths percent (66.67%) of the Facility Limit at such time and (B) the Capital Coverage Amount at such time; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding ThresholdTermination Date has not occurred.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, InterestYield, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Capital Coverage Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Seller Obligations through the date of such Release; (b) the Borrower Seller shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower Seller in accordance with the terms of the Purchase and Sale Agreement; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower Seller and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default or Unmatured Event of Default Termination has occurred and is continuing, and no Event of Default or Unmatured Event of Default Termination would result from such Release; (iii) no Borrowing Base Capital Coverage Deficit exists or would exist after giving effect to such Release;; and (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Master Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees Yield and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Capital Coverage Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Seller Obligations through the date of such Release; (b) the Borrower Seller shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower Seller in accordance with the terms of the Purchase and Sale Agreement; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower Seller and the Master Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower Seller and the Master Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default Termination or Unmatured Event of Default Termination has occurred and is continuing, and no Event of Default Termination or Unmatured Event of Default Termination would result from such Release; (iii) no Borrowing Base Capital Coverage Deficit exists or would exist after giving effect to such Release;; and (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Restatement Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (xw) all accrued and unpaid Servicing Fees, InterestYield, Fees and Breakage Fees, in each case, through the 68 date of such Release, (yx) the amount of any Borrowing Base Deficit Capital Coverage Deficit, (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (zy) the amount of all other accrued and unpaid Borrower Seller Obligations through the date of such Release and (z) all accrued and unpaid interest on the Subordinated Notes through the date of such Release; (b) the Borrower Sellers shall use the proceeds of such Release solely to pay the cash purchase price for Receivables purchased by the Borrower Sellers in accordance with the terms of the Purchase and Sale AgreementAgreements; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower each Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower each Seller and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default or Unmatured Event of Default Termination has occurred and is continuing, and no Event of Default or Unmatured Event of Default Termination would result from such Release; (iii) no Borrowing Base Capital Coverage Deficit exists or would exist after giving effect to such Release;; and (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Funding Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer Continuing Collection Accounts shall be holding in trust for the benefit of the Secured Parties have on deposit an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage FeesAmounts, in each case, owing through the date of such Releasethe immediately following Settlement Date (as reasonably estimated by the Administrative Agent), (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations then due and owing through the date of such Releasethe immediately following Settlement Date (as reasonably estimated by the Administrative Agent), in each case, as demonstrated in a Qualifying Release Report delivered pursuant to Section 9.03(c); (b) the Borrower shall use the proceeds of such Release (i) solely to pay the purchase price for Receivables Receivables, or after the Inventory/IP Contribution Date, Inventory or Intellectual Property, as applicable, purchased by the Borrower in accordance with the terms of the applicable Second Tier Purchase and Sale AgreementAgreement or (ii) for distribution to the Pledgor as a return on the Pledgor’s equity interest in the Borrower; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and the Initial Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) other than any representation or warranty with respect to the occurrence or continuation of an Initial Servicer Replacement Event, the representations and warranties of the Borrower and the Initial Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Amortization Event of Default or Unmatured Event of Default has occurred and is continuing, and no Amortization Event of Default or Unmatured Event of Default would result from such Release;; and (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release; (iv) the Termination Date has not occurred; and (vd) the Aggregate Capital plus Administrative Agent and the Adjusted LC Participation Amount exceeds Lender Representative shall have received a Release Certificate no later than 10:00am (NYC) two Business Days prior to the Minimum Funding Thresholddate of such Release.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer Servicers shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees Interest and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and amount, if any, by which the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) Coverage Percentage exceeds 100% and (z) the amount of all other accrued and unpaid Borrower Obligations obligations of the Borrowers through the date of such Release; (b) the Borrower Borrowers shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower Borrowers in accordance with the terms of the applicable Purchase and Sale Agreement; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the each Borrower and the each Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the each Borrower and the each Servicer contained in Sections 7.01 Exhibit III and 7.02 Exhibit III are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release; the Coverage Percentage shall not exceed 100%; and (iv) the such day is not a Termination Date has not occurredDay; and (vd) on the Aggregate Capital plus date of such Release, the Adjusted LC Participation Amount exceeds U.S. Borrower has not failed to make any payment or deposit required to be made under the Minimum Funding ThresholdMonetization Documents and such failure has remained unremedied for one or more Business Days.

Conditions Precedent to All Releases. Each Release hereunder on or after Release, including the Closing Date initial Release, shall be subject to the further conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations through the date of such Release; (b) the Borrower shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase and Sale Agreement; and (c) that on the date of such Release the following statements shall be true and correct (and upon shall be true immediately after such Release), and the occurrence acceptance by the Borrower of the proceeds of such Release shall be deemed to constitute, as of the date of such Release, a confirmation by the Borrower and that the Servicer shall be deemed to have represented and warranted that such following statements are then true and correct):remain true: (ia) the representations and warranties of the Borrower and the Servicer Credit Parties contained in Sections 7.01 the Transaction Documents are true, correct and 7.02 are true and correct in all material respects on and as of the date of such Release 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 complete in all material respects on and as of such day as though made on and as of such day and shall be deemed to have been made (and must be correct in all material respects) on such day (unless the same explicitly relates solely to an earlier date); (iib) no Event of Default or Unmatured Event of Default event has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release upon giving effect to such Release, that constitutes an Event of Default, an Unmatured Event of Default, a Servicer Termination Event, an Unmatured Servicer Termination Event, an Amortization Event or an Unmatured Amortization Event; (iiic) no the Loan Amount shall not exceed the Borrowing Base Deficit exists or would exist (after giving effect to such Release); (ivd) the Termination Date has not occurredAdministrative Agent shall have received a Borrowing Base Certificate, substantially in the form of Exhibit F, executed by an Authorized Officer of the Borrower and an Authorized Officer of the Servicer, showing a calculation of each of the Loan Amount and the Borrowing Base both immediately before and upon giving effect to such proposed Release; (e) the Administrative Agent shall have received a duly executed and completed Release Request; (f) the Revolving Period shall be in effect; (g) the amount on deposit in the Interest Reserve Account is at least equal to the Required Interest Reserve Amount; (h) the amount remaining on deposit in the Collection Account is at least equal to the Required Collection Account Amount after giving effect to such proposed Release; and (vi) to the Aggregate Capital plus extent the Adjusted LC Participation Amount exceeds Borrower has received an invoice therefor at least one (1) Business Day before the Minimum Funding ThresholdRelease Date in reasonable detail, all fees and other amounts (including costs, expenses and indemnified amounts) then due and payable to the Lenders and the Administrative Agent, shall have been paid in full.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and applicable Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations through the date of such Release; (b) the Borrower shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase Sale Agreement and Sale Agreementamounts owing by the Borrower to the Originators under the Company Note; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):): 749336112 22708133 (i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release;; and (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer Servicers shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, InterestYield, Fees and Breakage Feesindemnification payments under Section 4.02, in each case, through the date of such Release, (y) the amount of any Borrowing Base Capital Coverage Amount Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Seller Obligations through the date of such Release; (b) the Borrower each SPV Entity shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower such SPV Entity in accordance with the terms of the Purchase Second Tier Transfer Agreement, the Canadian Transfer Agreement, the UK Transfer Agreement and Sale Agreementthe Swiss Transfer Agreement (as applicable); and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower each SPV Entity and the each Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower such SPV Entity and the such Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default or Unmatured Event of Potential Default has occurred and is continuing, and no Event of Default or Unmatured Event of Potential Default would result from such Release; (iii) no Borrowing Base Capital Coverage Amount Deficit exists or would exist after giving effect to such Release; ; and (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Master Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees Yield and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Capital Coverage Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Seller Obligations through the date of such Release; (b) the Borrower Seller shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower Seller in accordance with the terms of the Purchase and applicable Sale Agreement; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower Seller and the Master Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower Seller and the Master Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default Termination or Unmatured Event of Default Termination has occurred and is continuing, and no Event of Default Termination or Unmatured Event of Default Termination would result from such Release; (iii) no Borrowing Base Capital Coverage Deficit exists or would exist after giving effect to such Release; (iv) the Termination Date has Aggregate Capital does not occurredexceed the Facility Limit; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding ThresholdTermination Date has not occurred.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations through the date of such Release; ; (b) the Borrower shall use the proceeds of such Release solely to pay (x) the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase and Sale AgreementAgreement and (y) any amounts owing by the Borrower to the Originators under the Subordinated Notes; and and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): ): (i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects (unless such representations and warranties contain a materiality qualifier, in which case such representations and warranties shall be true and correct as made) on and as of the date of such Release 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 (unless such representations and warranties contain a materiality qualifier, in which case such representations and warranties shall be true and correct as made) on and as of such earlier date; ; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release; ; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release; ; and (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.. ARTICLE VI

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued due and unpaid owing Servicing Fees, Interest, Fees Yield and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Capital Coverage Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued due and owing unpaid Borrower Seller Obligations through the date of such Release; (b) the Borrower Seller shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower Seller in accordance with the terms of the Purchase Receivables Sale Agreement and Sale Agreementamounts owing by the Seller to the Originators under the Subordinated Notes; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower Seller and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default Termination or Unmatured Event of Default Termination has occurred and is continuing, and no Event of Default Termination or Unmatured Event of Default Termination would result from such Release; (iii) no Borrowing Base Capital Coverage Deficit exists or would exist immediately after giving effect to such Release;; and (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations through the date of such Release; (b) the Borrower shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase and Sale AgreementAgreement and amounts owing by the Borrower to the Originators under the Intercompany Loan Agreements; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release; (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after upon giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, InterestYield, Fees and Breakage Feesindemnification payments under Section 4.02, in each case, through the date of such Release, (y) the amount of any Borrowing Base Capital Coverage Amount Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Seller Obligations through the date of such Release; (b) the Borrower Seller shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower Seller in accordance with the terms of the Purchase and Sale Transfer Agreement; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower Seller and the Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default or Unmatured Event of Potential Default has occurred and is continuing, and no Event of Default or Unmatured Event of Potential Default would result from upon giving effect to such Release; (iii) no Borrowing Base Capital Coverage Amount Deficit exists or would exist after upon giving effect to such Release;; and (iv) the Termination Date has not occurred; and. (vd) if the Aggregate Capital plus Administrative Agent has taken exclusive dominion and control of the Adjusted LC Participation Amount exceeds Collection Accounts, the Minimum Funding ThresholdSeller shall have delivered to the Administrative Agent by not later than 2:00 p.m. (New York City time) on the date of such Release, a Daily Report with respect to the Pool Receivables with data as of the close of business on the immediately preceding Business Day.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations through the date of such Release; (b) the Borrower shall use the proceeds of such Release solely to pay (x) the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase and Sale AgreementAgreement and (y) any amounts owing by the Borrower to the Originators under the Subordinated Notes or any Restricted Payments permitted under Section 7.01(r); and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects (unless such representations and warranties contain a materiality qualification, in which case such representations and warranties shall be true and correct as made) on and as of the date of such Release 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 (unless such representations and warranties contain a materiality qualification, in which case such representations and warranties shall be true and correct as made) on and as of such earlier date; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release;; and (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after Cash Reserve Account Release, including the Closing Date initial Cash Reserve Account Release, shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement that on the date of such Cash Reserve Account Release) and (z) the amount of all other accrued and unpaid Borrower Obligations through the date of such Release; (b) the Borrower shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase and Sale Agreement; and (c) on the date of such Release , the following statements shall be true and correct (and upon shall be true immediately after such Cash Reserve Account Release), and the occurrence acceptance by the Borrower of the proceeds of such Release, the Borrower and the Servicer Cash Reserve Account Release shall be deemed to have represented and warranted constitute, as of such Release Date, a confirmation by the Borrower that such the following statements are then true and correct):remain true: (ia) the representations and warranties of the Borrower and the Servicer Credit Parties contained in Sections 7.01 the Transaction Documents are true, correct and 7.02 are true and correct in all material respects on and as of the date of such Release 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 complete in all material respects on and as of such day as though made on and as of such day and shall be deemed to have been made (and must be correct in all material respects) on such day (unless the same explicitly relates solely to an earlier date); (iib) no Event of Default or Unmatured Event of Default event has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such ReleaseCash Reserve Account Release upon giving effect to such Cash Reserve Account Release that constitutes an Event of Default, an Unmatured Event of Default, a Servicer Termination Event or an Unmatured Servicer Termination Event; (iiic) no Borrowing Base Deficit exists or would exist the Loan Amount shall not exceed the Permitted Loan Balance and the amount on deposit in the Cash Reserve Account (including related Permitted Investments) is at least equal to $100,000,000 (in each case, after giving effect to such Cash Reserve Account Release and calculated on a pro forma basis as of the date of such proposed Cash Reserve Account Release); (d) the Administrative Agent shall have received a Permitted Loan Balance Certificate, executed by an Authorized Officer of the Borrower and an Authorized Officer of the Servicer, showing a calculation of each of the Loan Amount and the Permitted Loan Balance both immediately before and upon giving effect to such proposed Cash Reserve Account Release; (ive) the Termination Date has not occurredAdministrative Agent shall have received a duly executed and completed Cash Reserve Account Release Request; (f) [Reserved]; (g) the amount remaining on deposit in the Collection Account is at least equal to the Required Collection Account Amount after giving effect to such proposed Cash Reserve Account Release; and (vh) to the Aggregate Capital plus extent the Adjusted LC Participation Amount exceeds Borrower has received an invoice therefor at least one (1) Business Day before the Minimum Funding ThresholdRelease Date in reasonable detail, all fees and other amounts (including costs, expenses and indemnified amounts) then due and payable to the Lenders and the Administrative Agent, shall have been paid in full.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations through the date of such Release; (b) the Borrower shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase and Sale Agreement; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release;; and (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.. 738967635 16499153

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that:: 47 (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations through the date of such Release; (b) the Borrower shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase and Sale AgreementAgreement and amounts owing by the Borrower to the Originators under the Intercompany Loans; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release;; and (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) : after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations through the date of such Release; (b) ; the Borrower shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase and Sale AgreementAgreement and amounts owing by the Borrower to the Originators under the Intercompany Loans; and (c) and on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) ): the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) ; no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release; (iii) ; no Borrowing Base Deficit exists or would exist after giving effect to such Release; (iv) ; and the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Master Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees Yield and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Capital Coverage Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Seller Obligations through the date of such Release; (b) the Borrower Seller shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower Seller in accordance with the terms of the Purchase RSCA and Sale Agreementamounts owing by the Seller to any Originator under the Subordinated Notes; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower Seller and the Master Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower Seller and the Master Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default Termination or Unmatured Event of Default Termination has occurred and is continuing, and no Event of Default Termination or Unmatured Event of Default Termination would result from such Release; (iii) no Borrowing Base Capital Coverage Deficit exists or would exist after giving effect to such Release;; and (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer Collection Accounts shall be holding in trust for the benefit of the Secured Parties have on deposit an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, InterestYield, Fees and Breakage FeesAmounts, in each case, owing through the date of such Releasethe immediately following Settlement Date (as reasonably estimated by the Administrative Agent), (y) the amount of any Borrowing Base Capital Coverage Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued unpaid Seller Obligations then due and unpaid Borrower Obligations owing through the date of such Releasethe immediately following Settlement Date (as reasonably estimated by the Administrative Agent), in each case, as demonstrated in a Qualifying Release Report delivered pursuant to Section 9.03(c); (b) the Borrower Seller shall use the proceeds of such Release (i) solely to pay the purchase price for Receivables purchased by the Borrower Seller in accordance with the terms of the Second Tier Purchase and Sale AgreementAgreement or (ii) for distribution to the Pledgor as a return on the Pledgor’s equity interest in the Seller; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower Seller and the Initial Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) other than any representation or warranty with respect to the occurrence or continuation of an Initial Servicer Replacement Event, the representations and warranties of the Borrower Seller and the Initial Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Amortization Event or Event of Default or Unmatured Event of Default Termination has occurred and is continuing, and no Amortization Event or Event of Default or Unmatured Event of Default Termination would result from such Release; (iii) no Borrowing Base Capital Coverage Deficit exists or would exist after giving effect to such Release;; and (iv) the Termination Seller Obligations Final Due Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.

Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and applicable Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations through the date of such Release; (b) the Borrower shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase Sale Agreement and Sale Agreementamounts owing by the Borrower to the Originators under the Company Note; and (c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Release 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; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Release; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release;; and (iv) the Termination Date has not occurred; and (v) the Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.