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 indemnification payments under Section 4.02, in each case, through the date of such Release, (y) the amount of any Capital Coverage Amount Deficit and (z) the amount of all other accrued and unpaid Seller Obligations 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 Second Tier 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 Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Seller and the Servicer contained in Sections 6.01 and 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 Potential Default has occurred and is continuing, and no Event of Default or Potential Default would result from such Release; (iii) no Capital Coverage Amount 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 indemnification payments under Section 4.02Breakage Fees, in each case, through the date of such Release, (y) the amount of any Capital Coverage Amount Deficit and (z) the amount of all other accrued and unpaid Seller Obligations through the date of such Release; provided, the Servicer shall not be required to segregate such amount of Collections; (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 Second Tier 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 Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Seller and the Servicer contained in Sections 6.01 7.01 and 6.02 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 or Potential Default has occurred and is continuing, and no Event of Default or Potential Default would result from such Release; (iii) no Capital Coverage Amount 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, YieldInterest, Fees and indemnification payments under Section 4.02Breakage Fees, in each case, through the date of such Release, (y) the amount of any Capital Coverage Amount Borrowing Base Deficit and (z) the amount of all other accrued and unpaid Seller Borrower Obligations through the date of such Release; (b) the Seller Borrower shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Seller Borrower in accordance with the terms of the Second Tier Transfer AgreementPurchase and Sale Agreement 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 Seller 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 Seller Borrower and the Servicer contained in Sections 6.01 7.01 and 6.02 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 Potential Unmatured Event of Default has occurred and is continuing, and no Event of Default or Potential Unmatured Event of Default would result from such Release; 61762333169 19631658 762333169 19631658 (iii) no Capital Coverage Amount Borrowing Base Deficit exists or would exist after giving effect to such Release; and (iv) the Termination Date has not occurred.; and SECTION 6.04.

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 indemnification payments under Section 4.02Breakage Fees, in each case, through the date of such Release, (y) the amount of any Capital Coverage Amount Borrowing Base Deficit and (z) the amount of all other accrued and unpaid Seller Borrower Obligations through the date of such Release; (b) the Seller Borrower shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Seller Borrower in accordance with the terms of the Second Tier Transfer AgreementPurchase and Sale Agreement 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 Seller 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 Seller Borrower and the Servicer contained in Sections 6.01 7.01 and 6.02 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 Potential Unmatured Event of Default has occurred and is continuing, and no Event of Default or Potential Unmatured Event of Default would result from such Release; (iii) no Capital Coverage Amount Borrowing Base Deficit exists or would exist after giving effect to such Release; and (iv) the Termination Date has not occurred.