Common use of RELEASE AND EXCHANGE OF LOANS Clause in Contracts

RELEASE AND EXCHANGE OF LOANS. (a) The Trustee shall not release and discharge any Loan from the lien of this Indenture until the principal of and interest on the Notes shall have been paid or duly provided for under this Indenture except as follows: (i) in accordance with the provisions of Section 3.3 hereof; (ii) upon any Servicer's request provided that the conditions to release have been met pursuant to Sections 3.10 and 4.4 of the Servicing Agreement; and (iii) on each Payment Date, the Trustee shall release all Charged-Off Loans and all Refinancable Loans from the lien of this Indenture and deliver to the Issuer the deleted Charged-Off Loans and Refinancable Loans; provided, however, that the Trustee shall release any Charged-Off Loan or Refinancable Loan from the lien of this Indenture only if (x) there exists no Funds Retention Event, (y) all outstanding amounts due and payable with respect to the Charged-Off Loan or Refinancable Loan have been paid to the Noteholders as TRUST INDENTURE - Page 18 23 Required Principal Payments or the Takeout Price has been paid for the Charged-Off Loan or Refinancable Loan or a Substitute Loan has been substituted for the Charged-Off Loan, and (z) the amount on deposit in the Spread Account after giving effect to such proposed release is at least equal to the Specified Spread Account Requirement. (b) The Trustee shall release a Loan from the lien of this Indenture by executing and delivering a release in the form of Exhibit E hereto, to the Issuer with respect to such Loan. Upon release from the lien of this Indenture, the Issuer simultaneously shall distribute to its partners, or otherwise dispose of, any Loan released pursuant to this Section 3.4. Upon release from the lien of this Indenture, the Trustee shall amend the Loan Schedule to reflect the deletion of the Loans. (c) Neither the Issuer nor the Trustee shall, without the consent of the Holders of 100% of the principal amount of the Notes Outstanding, sell or otherwise dispose of the Loans as a whole after the Closing Date.

RELEASE AND EXCHANGE OF LOANS. (a) The Trustee shall not release and discharge any Loan from the lien Lien of this Indenture until the principal of and interest on the Notes shall have been paid or duly provided for under this Indenture except as follows: (i) in accordance with the provisions of Section 3.3 hereof; (ii) upon any Servicer's request provided that the conditions to release have been met pursuant to Sections 3.10 and 4.4 of the Servicing Agreement; and (iii) on each Payment Date, the Trustee shall release all Loans 150 days contractually past due, Charged-Off Loans and all Refinancable Loans from the lien Lien of this Indenture and deliver to the Issuer the deleted Loans 150 days contractually past due, Charged-Off Loans and Refinancable Loans; provided, however, that the Trustee shall release any Loans 150 days contractually past due, Charged-Off Loan or Refinancable Loan from the lien Lien of this Indenture only if (x) there then exists no Funds Retention EventEvent of Default, (y) all outstanding amounts due and payable with respect to the Loans 150 days contractually past due, Charged-Off Loan or Refinancable Loan have been paid to the Noteholders as TRUST INDENTURE - Page 18 23 Required Principal Payments Distribution Amounts or the Takeout Price has been paid for the Loans 150 days contractually past due, Charged-Off Loan or Refinancable Loan or a Substitute Loan has been substituted for the Charged-Off Loan, and (z) the amount on deposit in the Spread Account after giving effect to such proposed release is at least equal to the Specified Spread Account Requirement.. TRUST INDENTURE - Page 20 (b) The Trustee shall release a Loan from the lien Lien of this Indenture by executing and delivering a release in the form of Exhibit E hereto, to the Issuer with respect to such Loan. Upon release from the lien Lien of this Indenture, the Issuer simultaneously shall distribute to its partners, or otherwise dispose of, any Loan released pursuant to this Section 3.4. Upon release from the lien Lien of this Indenture, the Trustee shall amend the Loan Schedule to reflect the deletion of the Loans. (c) Neither the Issuer nor the Trustee shall, without the consent of the Holders of 100% of the principal amount of the Notes Outstanding, sell sell, assign, transfer, pledge, distribute or otherwise dispose of the Loans as a whole or in part after the Closing DateDate other than as provided in the Transaction Documents.

RELEASE AND EXCHANGE OF LOANS. (a) The Trustee shall not release and discharge any Loan from the lien Lien of this Indenture until the principal of and interest on the Notes shall have been paid or duly provided for under this Indenture except as follows: (i) in accordance with the provisions of Section 3.3 hereof; (ii) upon any Servicer's request provided that the conditions to release have been met pursuant to Sections 3.10 and 4.4 of the Servicing Agreement; and (iii) on each Payment Date, the Trustee shall release all Charged-Off Loans and all Refinancable Loans from the lien Lien of this Indenture and deliver to the Issuer the deleted Charged-Off Loans and Refinancable Loans; provided, however, that the Trustee shall release any Charged-Off Loan or Refinancable Loan from the lien Lien of this Indenture only if (x) there exists no Funds Retention Event, (y) all outstanding amounts due and payable with respect to the Charged-Off Loan or Refinancable Loan have been paid to the Noteholders as TRUST INDENTURE - Page 18 23 Required Principal Payments Distribution Amounts or the Takeout Price has been paid for the Charged-Off Loan or Refinancable Loan or a Substitute Loan has been substituted for the Charged-Off Loan, and (z) the amount on deposit in the Spread Account after giving effect to such proposed release is at least equal to the Specified Spread Account Requirement. (b) The Trustee shall release a Loan from the lien Lien of this Indenture by executing and delivering a release in the form of Exhibit E hereto, to the Issuer with respect to such Loan. Upon release from the lien Lien of this Indenture, the Issuer simultaneously shall distribute to its partners, or otherwise dispose of, any Loan released pursuant to this Section 3.4. Upon release from the lien Lien of this Indenture, the Trustee shall amend the Loan Schedule to reflect the deletion of the Loans. (c) Neither the Issuer nor the Trustee shall, without the consent of the Holders of 100% of the principal amount of the Notes Outstanding, sell or otherwise dispose of the Loans as a whole after the Closing Date.

RELEASE AND EXCHANGE OF LOANS. (a) The Trustee shall not release and discharge any Loan from the lien of this Indenture until the principal of and interest on the Notes shall have been paid or duly provided for under this Indenture except as follows: (i) in accordance with the provisions of Section 3.3 hereof; (ii) upon any Servicer's request provided that the conditions to release have been met pursuant to Sections 3.10 and 4.4 of the Servicing Agreement; and and (iii) on each Payment Date, the Trustee shall release all Charged-Off Loans and all Refinancable Loans from the lien of this Indenture and deliver to the Issuer the deleted Charged-Off Loans and Refinancable Loans; provided, however, that the Trustee shall release any Charged-Off Loan or Refinancable Loan from the lien of this Indenture only if (x) there exists no Funds Retention Event, (y) all outstanding amounts due and payable with respect to the Charged-Off Loan or Refinancable Loan have been paid to the Noteholders as TRUST INDENTURE - Page 18 23 Required Principal Payments or the Takeout Price has been paid for the Charged-Off Loan or Refinancable Loan or a Substitute Loan has been substituted for the Charged-Off Loan, and (z) the amount on deposit in the Spread Account after giving effect to such proposed release is at least equal to the Specified Spread Account Requirement. (b) The Trustee shall release a Loan from the lien of this Indenture by executing and delivering a release in the form of Exhibit E hereto, to the Issuer with respect to such Loan. Upon release from the lien of this Indenture, the Issuer simultaneously shall distribute to its partners, or otherwise dispose of, any Loan released pursuant to this Section 3.4. Upon release from the lien of this Indenture, the Trustee shall amend the Loan Schedule to reflect the deletion of the Loans. (c) Neither the Issuer nor the Trustee shall, without the consent of the Holders of 100% of the principal amount of the Notes Outstanding, sell or otherwise dispose of the Loans as a whole after the Closing Date.