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, Yield, Fees and any amounts due under Section 2.10, in each case, through the date of such Release, (y) the amount of any Funding Excess and (z) the amount of all other accrued and unpaid Borrower Obligations (including the expenses of the Lenders reimbursable under Section 12.04) through the date of such Release; (b) the representations and warranties of the Borrower and the Servicer contained herein or in any of the other Related Documents are true and correct in all material respect (or in the case of any representation and warranty qualified by materiality, Material Adverse Effect or other similar qualifier, in all respects) as of the date of such Release, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement; (c) no event has occurred, or would result from such Release, that constitutes an Incipient Termination Event, a Termination Event, an Incipient Servicer Termination Event or an Event of Servicer Termination; (d) the Facility Termination Date has not occurred; and (e) no Funding Excess exists or would exist after giving effect to 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 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, YieldInterest, Fees and any amounts due under Section 2.10Breakage Fees, in each case, through the date of such Release, (y) the amount of any Funding Excess Borrowing Base Deficit and (z) the amount of all other accrued and unpaid Borrower Obligations (including the expenses of the Lenders reimbursable under Section 12.04) through the date of such Release; (b) 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 herein or in any of the other Related Documents Sections 7.01 and 7.02 are true and correct in all material respect (or in the case of any representation respects on and warranty qualified by materiality, Material Adverse Effect or other similar qualifier, in all respects) as of the date of such Release, except to the extent that Release as though made on and as of such representation or warranty expressly relates date unless such representations and warranties by their terms refer to an earlier date date, in which case they shall be true and except for changes therein expressly permitted by this Agreementcorrect in all material respects on and as of such earlier date; (cii) no event Event of Default has occurredoccurred and is continuing, or and no Event of Default would result from such Release, that constitutes an Incipient Termination Event, a Termination Event, an Incipient Servicer Termination Event or an Event of Servicer Termination; (d) the Facility Termination Date has not occurred; and (eiii) no Funding Excess Borrowing Base Deficit exists or would exist after giving effect to such Release; and (iv) the Termination 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, Yield, Fees and any amounts due under Section 2.10Breakage Costs, in each case, through the date of such Release, (y) the amount of any Funding Excess and (z) the amount of all other accrued and unpaid Borrower Obligations (including the expenses of the Lenders reimbursable under Section 12.04) through the date of such Release; (b) the representations and warranties of the Borrower and the Servicer contained herein or in any of the other Related Documents are true and correct in all material respect (or in the case of any representation and warranty qualified by materiality, Material Adverse Effect or other similar qualifier, in all respects) as of the date of such Release, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement;; 744861979 10435078 (c) no event has occurred, or would result from such Release, that constitutes an Incipient Termination Event, a Termination Event, an Incipient Servicer Termination Event or an Event of Servicer Termination; (d) the Facility Termination Date has not occurred; and (e) no Funding Excess exists or would exist after giving effect to 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 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, Yield, Fees and any amounts due indemnification payments under Section 2.104.02, in each case, through the date of such Release, (y) the amount of any Funding Excess Capital Coverage Amount Deficit and (z) the amount of all other accrued and unpaid Borrower Seller Obligations (including the expenses of the Lenders reimbursable under Section 12.04) through the date of such Release;; and (b) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower Seller and the Servicer contained herein or in any of the other Related Documents Sections 6.01 and 6.02 are true and correct in all material respect (or in the case of any representation respects on and warranty qualified by materiality, Material Adverse Effect or other similar qualifier, in all respects) as of the date of such Release, except to the extent that Release as though made on and as of such representation or warranty expressly relates date unless such representations and warranties by their terms refer to an earlier date date, in which case they shall be true and except for changes therein expressly permitted by this Agreementcorrect in all material respects on and as of such earlier date; (cii) no event Event of Default or Potential Default has occurredoccurred and is continuing, or and no Event of Default would result from such Release, that constitutes an Incipient Termination Event, a Termination Event, an Incipient Servicer Termination Event or an Event of Servicer Termination; (d) the Facility Termination Date has not occurred; and (eiii) no Funding Excess Capital Coverage Amount Deficit exists or would exist after giving effect to such ReleaseRelease (calculated based on the Capital Coverage Amount set forth in the most recent Pool Report and accounting for any Investments made since the date of such Pool Report); and (iv) the Termination 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, Yield, Fees and any amounts due indemnification payments under Section 2.104.02, in each case, through the date of such Release, (y) the amount of any Funding Excess Capital Coverage Amount Deficit and (z) the amount of all other accrued and unpaid Borrower Seller Obligations (including the expenses of the Lenders reimbursable under Section 12.04) through the date of such Release;; and (b) on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower Seller and the Servicer contained herein or in any of the other Related Documents Sections 6.01 and 6.02 are true and correct in all material respect (or in the case of any representation respects on and warranty qualified by materiality, Material Adverse Effect or other similar qualifier, in all respects) as of the date of such Release, except to the extent that Release as though made on and as of such representation or warranty expressly relates date unless such representations and warranties by their terms refer to an earlier date date, in which case they shall be true and except for changes therein expressly permitted by this Agreementcorrect in all material respects on and as of such earlier date; (cii) no event Event of Default has occurredoccurred and is continuing, or and no Event of Default would result from such Release, that constitutes an Incipient Termination Event, a Termination Event, an Incipient Servicer Termination Event or an Event of Servicer Termination; (d) the Facility Termination Date has not occurred; and (eiii) no Funding Excess Capital Coverage Amount Deficit exists or would exist after giving effect to such ReleaseRelease (calculated based on the Capital Coverage Amount set forth in the most recent Pool Report and accounting for any Investments made since the date of such Pool Report); and (iv) the Termination 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 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, Yield, Fees Yield and any amounts due under Section 2.10Fees, in each case, through the date of such Release, (y) the amount of any Funding Excess Capital Coverage Deficit and (z) the amount of all other accrued and unpaid Borrower Seller Obligations (including the expenses of the Lenders reimbursable under Section 12.04) through the date of such Release;; 744072627 21691544 60 (b) the Seller shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the 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 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 herein or in any of the other Related Documents Sections 7.01 and 7.02 are true and correct in all material respect (or in the case of any representation respects on and warranty qualified by materiality, Material Adverse Effect or other similar qualifier, in all respects) as of the date of such Release, except to the extent that Release as though made on and as of such representation or warranty expressly relates date unless such representations and warranties by their terms refer to an earlier date date, in which case they shall be true and except for changes therein expressly permitted by this Agreementcorrect in all material respects on and as of such earlier date; (cii) no event Event of Termination or Unmatured Event of Termination has occurredoccurred and is continuing, and no Event of Termination or Unmatured Event of Termination would result from such Release, that constitutes an Incipient Termination Event, a Termination Event, an Incipient Servicer Termination Event or an Event of Servicer Termination; (d) the Facility Termination Date has not occurred; and (eiii) no Funding Excess Capital Coverage Deficit exists or would exist after giving effect to such Release; and (iv) the Termination 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 (xw) all accrued and unpaid Servicing Fees, Yield, Fees and any amounts due under Section 2.10Breakage Fees, in each case, through the date of such Release, (yx) the amount of any Funding Excess and Capital Coverage Deficit, (zy) the amount of all other accrued and unpaid Borrower Seller Obligations through the date of such Release and (including z) all accrued and unpaid interest on the expenses of the Lenders reimbursable under Section 12.04) Subordinated Note through the date of such Release; (b) the Seller shall use the proceeds of such Release solely to pay the cash purchase price for Receivables purchased by the 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 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 herein or in any of the other Related Documents Sections 7.01 and 7.02 are true and correct in all material respect (or in the case of any representation respects on and warranty qualified by materiality, Material Adverse Effect or other similar qualifier, in all respects) as of the date of such Release, except to the extent that Release as though made on and as of such representation or warranty expressly relates date unless such representations and warranties by their terms refer to an earlier date date, in which case they shall be true and except for changes therein expressly permitted by this Agreementcorrect in all material respects on and as of such earlier date; (cii) no event Event of Termination has occurredoccurred and is continuing, or and no Event of Termination would result from such Release, that constitutes an Incipient Termination Event, a Termination Event, an Incipient Servicer Termination Event or an Event of Servicer Termination; (d) the Facility Termination Date has not occurred; and (eiii) no Funding Excess Capital Coverage Deficit exists or would exist after giving effect to such Release; and (iv) the Termination 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 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, Yield, Fees Yield and any amounts due under Section 2.10Fees, in each case, through the date of such Release, (y) the amount of any Funding Excess Capital Coverage Deficit and (z) the amount of all other accrued and unpaid Borrower Seller Obligations (including the expenses of the Lenders reimbursable under Section 12.04) through the date of such Release; (b) the Seller shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Seller in accordance with the terms of the Sale Agreement and amounts owing by the Seller 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 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 herein or in any of the other Related Documents Sections 7.01 and 7.02 are true and correct in all material respect (or in the case of any representation respects on and warranty qualified by materiality, Material Adverse Effect or other similar qualifier, in all respects) as of the date of such Release, except to the extent that Release as though made on and as of such representation or warranty expressly relates date unless such representations and warranties by their terms refer to an earlier date date, in which case they shall be true and except for changes therein expressly permitted by this Agreementcorrect in all material respects on and as of such earlier date; (cii) no event Event of Termination or Unmatured Event of Termination has occurredoccurred and is continuing, and no Event of Termination or Unmatured Event of Termination would result from such Release, that constitutes an Incipient Termination Event, a Termination Event, an Incipient Servicer Termination Event or an Event of Servicer Termination; (d) the Facility Termination Date has not occurred; and (eiii) no Funding Excess Capital Coverage Deficit exists or would exist immediately after giving effect to such Release.; (iv) the Aggregate Capital does not exceed the Facility Limit;