Common use of Optional Release Clause in Contracts

Optional Release. at the close of business on a day at least 5 Business Days (or such shorter period acceptable to the Trustee), plus the minimum number of days’ notice which the Tender Agent must give to Bondholders pursuant to Section 4.10A of the resulting mandatory tender of such Bonds for purchase pursuant to such Section, after the Borrower, by Borrower Request, shall have provided that such Liquidity Facility shall then be released, if (1) such day is a Business Day for such Bonds and, if any such Bonds are in a Commercial Paper Mode, Term Rate Mode, Term Indexed Mode, R-FLOATs Mode, Stepped Coupon Mode, or Fixed Rate Mode, such day is also the first Business Day for such Bonds in an Interest Period for each such Bond in each such Interest Mode or a day on which such Bonds or portions thereof may be redeemed at the option of the Borrower at a redemption price equal to 100% of principal amount plus accrued interest, if any, and (2) the Purchase Price of all Bonds of such subseries tendered or deemed tendered for purchase in respect of such release pursuant to Section 4.10A has been paid or duly provided for; and not otherwise; provided that, if such Liquidity Facility Provider is also a Credit Facility Provider for the Bonds of such subseries, no such release to such Person shall be effected by the Trustee pursuant to Clause E or F of this Section unless the Credit Facility for such Bonds shall then be released to such Person pursuant to Section 5.08 or such Person consents in writing to such release of such Liquidity Facility, and, if such Liquidity Facility Provider is not also the Credit Facility Provider for such Bonds, no such release or assignment shall be effected by the Trustee pursuant to Clause E or F unless the Credit Facility Provider for the Bonds of such subseries consents in writing to such release or assignment of such Liquidity Facility; and provided further that no Liquidity Facility shall be released without the written consent of the Liquidity Facility Provider obligated thereon unless all obligations due and owing to such Liquidity Facility Provider pursuant to such Liquidity Facility or its Reimbursement Agreement have been paid in full. The Tender Agent shall give notice, pursuant to Section 4.10, of the mandatory tender of Bonds of the applicable subseries prior to the date of any release pursuant to Clause B, E, or F of this Section.

Optional Release. at the close of business on a day at least 5 five Business Days (or such shorter period acceptable to the Trustee)) for the Bonds of such subseries, plus the minimum number of days’ notice which the Tender Agent Trustee must give to Bondholders pursuant to Section 4.10A of the resulting mandatory tender of Bonds of such Bonds subseries for purchase pursuant to such Section, after the Borrower, by Borrower Request, shall have provided that such Liquidity Credit Facility shall then be released, if (1) such day is a Business Day for the Bonds of such Bonds subseries and, if any such Bonds are in a Commercial Paper Mode, Term Rate Mode, Term Indexed Mode, R-FLOATs Mode, Indexed Mode, Stepped Coupon Mode, or Fixed Rate Mode, such day is also the first Business Day for such Bonds therefor in an Interest Period for each such Bond or part thereof in each such Interest Mode or a day on which such Bonds or portions thereof may be redeemed at the option of the Borrower at a redemption price equal to 100% of principal amount plus accrued interest, if any, and (2) the Purchase Price of all Bonds of such subseries tendered or deemed tendered for purchase in respect of such release pursuant to Section 4.10A has been paid or duly provided for; and not otherwise; provided provided, however, that, if such Liquidity Credit Facility Provider is also a Credit Liquidity Facility Provider for the Bonds of such subseries, no such release to such Person shall be effected by the Trustee pursuant to Clause E or F of this Section unless the Credit Liquidity Facility for such Bonds shall then also be released to such Person pursuant to Section 5.08 4.17 or such Person consents in writing to such release or assignment of such Liquidity Credit Facility, and, if such Liquidity Credit Facility Provider is not also the Credit Liquidity Facility Provider for the Bonds of such Bondssubseries, no such release or assignment shall be effected by the Trustee pursuant to Clause E or F unless the Credit such Liquidity Facility Provider for the Bonds of such subseries (if any) consents in writing to such release or assignment of such Liquidity Credit Facility; and provided further that no Liquidity Credit Facility shall be released without the written consent of the Liquidity Credit Facility Provider obligated thereon unless all obligations due and owing to such Liquidity Credit Facility Provider pursuant to such Liquidity Credit Facility or its Reimbursement Agreement have been paid in full. The Tender Agent Trustee shall give notice, pursuant to Section 4.104.10A, of the mandatory tender of Bonds of the applicable subseries subseries, prior to the date of any release pursuant to Clause B, E, or F of this Section.

Optional Release. On any Business Day, the Debtor shall have the right, upon delivery to the Collateral Agent of a Take-Out Notice substantially in the form of Exhibit K hereto, to require the Collateral Agent to release its security interest in and its Lien on all or part of the Contracts and the related Receivables on the terms and conditions set forth herein. It shall be a condition precedent to any such release that (i) the Debtor shall pay to the Collateral Agent for deposit in the Funding Account an amount equal to the amount necessary to maintain the Borrowing Base at the close of business on a day level at least 5 Business Days (or such shorter period acceptable equal to the Trustee), plus Net Investment (calculated after giving effect to such proposed release of Receivables and by including in the minimum number of days’ notice which the Tender Agent must give to Bondholders pursuant to Section 4.10A of the resulting mandatory tender Net Receivables Balance only those Receivables that as of such Bonds for purchase pursuant to date satisfy (as if determined on such Section, after date) the Borrower, by Borrower Request, definition of Eligible Receivable provided that no Delinquent Receivable shall be classified as an Eligible Receivable on such day) (ii) the Debtor shall have provided that such Liquidity Facility shall then be released, if (1) such given the Note Insurer and the Collateral Agent irrevocable prior written notice by not later than 10:30 a.m. Eastern Standard Time on the day is a Business Day for such Bonds and, if any such Bonds are in a Commercial Paper Mode, Term Rate Mode, Term Indexed Mode, R-FLOATs Mode, Stepped Coupon Mode, or Fixed Rate Mode, such day is also the first Business Day for such Bonds in an Interest Period for each such Bond in each such Interest Mode or a day on which such Bonds or portions thereof may be redeemed at the option of the Borrower at a redemption price equal to 100% of principal amount plus accrued interest, if any, and (2) the Purchase Price of all Bonds of such subseries tendered or deemed tendered for purchase in respect of such release pursuant of (x) its intention to Section 4.10A has been paid or duly provided for; request a release with respect to such Contracts and not otherwise; provided that, if such Liquidity Facility Provider is also a Credit Facility Provider for Receivables and (y) the Bonds proposed date of such subseriesrelease, no (iii) the Debtor shall provide to the Note Insurer and the Collateral Agent, either in the Take-Out Notice or in an Officer's Certificate, certification that as of the date of such release to such Person shall be effected by all non-released Receivables satisfy the Trustee pursuant to Clause E definition of Eligible Receivable (and are not Delinquent Receivables or F of this Section unless the Credit Facility for such Bonds shall then be released to such Person pursuant to Section 5.08 or such Person consents in writing Defaulted Receivables) set forth herein, (iv) after giving effect to such release of the amount on deposit in the Reserve Account shall be at least equal to the Reserve Account Required Amount, (v) the Debtor shall not have applied any adverse selection criteria to the Contracts and the Receivables being released on such Liquidity Facility, and, if such Liquidity Facility Provider is not also the Credit Facility Provider for such Bonds, no date and (vi) AmeriCredit shall pay any breakage costs incurred in connection with such release or assignment under any Hedging Arrangement. Nothing above shall be effected by imply a duty of the Trustee pursuant Collateral Agent to Clause E or F unless determine whether such above-referenced conditions precedent have been satisfied. The Debtor shall pay to the Credit Facility Provider Note Insurer, for the Bonds of such subseries consents in writing to such release or assignment of such Liquidity Facility; and provided further that no Liquidity Facility shall be released without the written consent benefit of the Liquidity Facility Provider obligated thereon unless all obligations due and owing to Purchaser, such Liquidity Facility Provider pursuant to such Liquidity Facility or its Reimbursement Agreement have been paid in full. The Tender Agent shall give notice, pursuant to amounts as are required under this Section 4.10, of the mandatory tender of Bonds of the applicable subseries prior to on the date of such release. The Debtor shall be obligated to pay all reasonable legal fees, expenses or other costs of the Note Insurer, the Collateral Agent, and the Secured Parties arising in connection with any release pursuant to Clause B, E, or F such assignment. Upon the deposit of all required amounts and the payment by the Debtor of the amounts described in this Section, the Collateral Agent shall execute and deliver to the Debtor, at the Debtor's expense, such documents or instruments as are necessary to terminate the Collateral Agent's security interest in the released Receivables and the Contracts related thereto. Any such documents shall be prepared by or on behalf of the Debtor in form and substance satisfactory to the Collateral Agent.

Optional Release. On any Business Day, the Debtor shall have the right, upon delivery to the Collateral Agent of a Take-Out Notice substantially in the form of Exhibit K hereto, to require the Collateral Agent to release its security interest in and its Lien on all or part of the Contracts and the related Receivables on the terms and conditions set forth herein. It shall be a condition precedent to any such release that (i) the Debtor shall pay to the Collateral Agent for deposit in the Funding Account an amount equal to the amount necessary to maintain the Borrowing Base at the close of business on a day level at least 5 Business Days (or such shorter period acceptable equal to the Trustee), plus Net Investment (calculated after giving effect to such proposed release of Receivables and by including in the minimum number of days’ notice which the Tender Agent must give to Bondholders pursuant to Section 4.10A of the resulting mandatory tender Net Receivables Balance only those Receivables that as of such Bonds for purchase pursuant to date satisfy (as if determined on such Section, after date) the Borrower, by Borrower Request, definition of Eligible Receivable provided that no Delinquent Receivable shall be classified as an Eligible Receivable on such day) (ii) the Debtor shall have provided that such Liquidity Facility shall then be released, if (1) such given the Note Insurer and the Collateral Agent irrevocable prior written notice by not later than 11:30 a.m. Eastern Standard Time on the day is a Business Day for such Bonds and, if any such Bonds are in a Commercial Paper Mode, Term Rate Mode, Term Indexed Mode, R-FLOATs Mode, Stepped Coupon Mode, or Fixed Rate Mode, such day is also the first Business Day for such Bonds in an Interest Period for each such Bond in each such Interest Mode or a day on which such Bonds or portions thereof may be redeemed at the option of the Borrower at a redemption price equal to 100% of principal amount plus accrued interest, if any, and (2) the Purchase Price of all Bonds of such subseries tendered or deemed tendered for purchase in respect of such release pursuant of (x) its intention to Section 4.10A has been paid or duly provided for; request a release with respect to such Contracts and not otherwise; provided that, if such Liquidity Facility Provider is also a Credit Facility Provider for Receivables and (y) the Bonds proposed date of such subseriesrelease, no (iii) the Debtor shall provide to the Note Insurer and the Collateral Agent, either in the Take-Out Notice or in an Officer’s Certificate, certification that as of the date of such release to such Person shall be effected by all non-released Receivables satisfy the Trustee pursuant to Clause E definition of Eligible Receivable (and are not Delinquent Receivables or F of this Section unless the Credit Facility for such Bonds shall then be released to such Person pursuant to Section 5.08 or such Person consents in writing Defaulted Receivables) set forth herein, (iv) after giving effect to such release of the amount on deposit in the Reserve Account shall be at least equal to the Reserve Account Required Amount, (v) the Debtor shall not have applied any adverse selection criteria to the Contracts and the Receivables being released on such Liquidity Facility, and, if such Liquidity Facility Provider is not also the Credit Facility Provider for such Bonds, no date and (vi) AmeriCredit shall pay any breakage costs incurred in connection with such release or assignment under any Hedging Arrangement. Nothing above shall be effected by imply a duty of the Trustee pursuant Collateral Agent to Clause E or F unless determine whether such above-referenced conditions precedent have been satisfied. The Debtor shall pay to the Credit Facility Provider Note Insurer, for the Bonds of such subseries consents in writing to such release or assignment of such Liquidity Facility; and provided further that no Liquidity Facility shall be released without the written consent benefit of the Liquidity Facility Provider obligated thereon unless all obligations due and owing to Purchaser, such Liquidity Facility Provider pursuant to such Liquidity Facility or its Reimbursement Agreement have been paid in full. The Tender Agent shall give notice, pursuant to amounts as are required under this Section 4.10, of the mandatory tender of Bonds of the applicable subseries prior to on the date of such release. The Debtor shall be obligated to pay all reasonable legal fees, expenses or other costs of the Note Insurer, the Collateral Agent, and the Secured Parties arising in connection with any release pursuant to Clause B, E, or F such assignment. Upon the deposit of all required amounts and the payment by the Debtor of the amounts described in this Section, the Collateral Agent shall execute and deliver to the Debtor, at the Debtor’s expense, such documents or instruments as are necessary to terminate the Collateral Agent’s security interest in the released Receivables and the Contracts related thereto. Any such documents shall be prepared by or on behalf of the Debtor in form and substance satisfactory to the Collateral Agent.

Optional Release. at (a) On any Business Day, the close of business Debtor shall have the right to require the Collateral Agent to release its security interest in and its Lien on the Contracts and the related Receivables (excluding any Contracts and related Receivables booked after the cut-off date applicable to a day at least 5 Business Days Securitization or Warehouse Transfer), on the terms and conditions set forth herein. It shall be a condition precedent to any such release that (or such shorter period acceptable i) the Debtor shall pay to the Trustee)Company and the Bank Investors, plus the minimum number of days’ notice which the Tender Agent must give to Bondholders pursuant to Section 4.10A of the resulting mandatory tender of such Bonds for purchase pursuant to such Sectionas applicable, after the Borrower, by Borrower Request, shall have provided that such Liquidity Facility shall then be released, if (1) such day is a Business Day for such Bonds and, if any such Bonds are in a Commercial Paper Mode, Term Rate Mode, Term Indexed Mode, R-FLOATs Mode, Stepped Coupon Mode, or Fixed Rate Mode, such day is also the first Business Day for such Bonds in an Interest Period for each such Bond in each such Interest Mode or a day on which such Bonds or portions thereof may be redeemed at the option of the Borrower at a redemption price amount equal to 100% the amount necessary to cause the Net Asset Test to be satisfied after giving effect to the proposed release, (ii) the Debtor shall deposit to the Collection Account an amount equal to the sum of principal amount plus accrued interest(A) all unreimbursed Servicer Advances and (B) all Accrued Interest through such date, all Breakage Costs, if any, as well as all other Carrying Costs accrued through the date of the end of the related Settlement Period (it being understood that Available Funds on deposit in the Collection Account may be used to pay amounts in clauses (A) and (2B)), (iii) the Purchase Price Debtor shall have given the Deal Agent and the Collateral Agent at least ten (10) days prior written notice of all Bonds its intention to request release with respect to such Contracts and Receivables, and (iv) after giving effect to such release the amount on deposit in the Reserve Account shall be at least equal to the Required Reserve Account Amount. It is the intention of the parties that the Debtor shall pay to the Deal Agent, for the benefit of the Company and the Bank Investors, as applicable, and the Collection Account, as applicable, such amounts as are required under this Section on the closing date of such subseries tendered Securitization or deemed tendered Warehouse Transfer. The amount described in clause (i) above upon receipt by the Deal Agent, for purchase the benefit of the Company and the Bank Investors, as applicable, shall be applied in reduction of the Net Investment. The Debtor shall also be obligated to pay to the Collateral Agent (A) an amount equal to $5,000 as an administrative fee in connection with any such assignment and (B) the reasonable legal fees and expenses of the Collateral Agent and the Secured Parties arising in connection with any such assignment. Upon the deposit to the Collection Account and the payment by the Debtor of the amounts described in this Section, the Collateral Agent shall execute and deliver to the Debtor, at the Debtor's expense, such documents or instruments as are necessary to terminate the Collateral Agent's security interest in the Receivables and the Contracts related thereto. Any such documents shall be prepared by or on behalf of the Debtor. (b) In connection with a Securitization having a prefunding (or similar) feature or Warehouse Transfer, the Debtor shall have the right, from time to time thereafter (but not more frequently than once per calendar week) to require the Collateral Agent to release its security interest in and Lien on specified Contracts and the related Receivables, provided that (i) such Contracts and related Receivables are to be assigned or sold by the Debtor, directly or indirectly, to a Securitization or other structured financing having a prefunding (or similar) feature or a Warehouse Transfer, (ii) the aggregate Outstanding Balance of such Receivables shall be at least $5,000,000 and (iii) the Debtor shall have given the Deal Agent and the Collateral Agent at least seven (7) days prior written notice of its intention to effect a release with respect to such Contracts and Receivables. Any such release shall be in consideration for the deposit by the Debtor into the Collection Account of an amount equal to the sum of (i) the Outstanding Balance of such Receivables on the day of such assignment plus (ii) an amount equal to the sum of (A) all unreimbursed Servicer Advances and (B) all Accrued Interest through such date, all Breakage Costs, if any, as well as all other Carrying Costs accrued through the date of the end of the related Settlement Period (it being understood that Available Funds on deposit in the Collection Account may be used to pay amounts in clauses (A) and (B)). The amount described in clause (i) above shall be allocated and applied on such day (whether or not a Remittance Date) as described in Section 2.3(b) as a Receipt of Principal, and the amount described in clause (ii) above shall be deposited on such day to the Collection Account to be distributed in the order of priorities set forth in Section 2.3(a) as a Receipt of Interest (in which case "Settlement Period" as used in said Section 2.3(a) shall be considered to be the period from the last date of the previous Settlement Period to the date on which the amounts required to be paid under this Section 2.15(b) are paid). Upon the deposit to the Collection Account and the payment by the Debtor of the amounts described in this Section 2.15(b), the Collateral Agent shall execute and deliver to the Debtor, at the Debtor's expense, such documents or instruments as are necessary to terminate the Collateral Agent's interest in the Receivables and the Contracts related thereto. Any such documents shall be prepared by or on behalf of the Debtor. (c) On any Business Day, the Debtor shall have the right to require the Collateral Agent to release its security interest in and its Lien on specified Contracts and the related Receivables on the terms and conditions set forth herein. It shall be a condition precedent to any such release that, immediately after such release, (i) the Debtor shall pay to the Company and the Bank Investors, as applicable, an amount equal to the amount necessary to cause the Net Asset Test to be satisfied calculated after giving effect to the proposed release plus all Finance Charges accrued with respect to such Receivables as of such time and all Breakage Costs, if any, through such date and (ii) after giving effect to such release, the amount on deposit in the Reserve Account shall be at least equal to the Required Reserve Account Amount. (d) On any Business Day, the Debtor shall have the right to require the Collateral Agent to release its security interest in and Lien on all of the Contracts and the related Receivables on the terms and conditions set forth herein. It shall be condition precedent to any such release that (i) the Debtor shall pay to the Deal Agent, for the benefit of the Company and the Bank Investors, as applicable, an amount equal to the Net Investment at the time of such release, (ii) the Debtor shall pay to the Deal Agent, for the benefit of the Company and the Bank Investors, as applicable, an amount equal to all Accrued Interest and all Breakage Costs, if any, through such date, as well as all other Carrying Costs accrued through the date of such release pursuant and all other costs which constitute Carrying Costs which will accrue after such date and (iii) the Debtor shall have given the Collateral Agent and the Deal Agent at least thirty (30) days prior written notice of its intention to Section 4.10A has been paid or duly provided for; and not otherwise; provided that, if effect such Liquidity Facility Provider is also a Credit Facility Provider for the Bonds of such subseries, no such release to such Person shall be effected by the Trustee pursuant to Clause E or F of this Section unless the Credit Facility for such Bonds shall then be released to such Person pursuant to Section 5.08 or such Person consents in writing to such release of such Liquidity Facility, and, if such Liquidity Facility Provider is not also the Credit Facility Provider for such Bonds, no such release or assignment shall be effected by the Trustee pursuant to Clause E or F unless the Credit Facility Provider for the Bonds of such subseries consents in writing to such release or assignment of such Liquidity Facility; Contracts and provided further that no Liquidity Facility shall be released without the written consent of the Liquidity Facility Provider obligated thereon unless all obligations due and owing to such Liquidity Facility Provider pursuant to such Liquidity Facility or its Reimbursement Agreement have been paid in full. The Tender Agent shall give notice, pursuant to Section 4.10, of the mandatory tender of Bonds of the applicable subseries prior to the date of any release pursuant to Clause B, E, or F of this SectionReceivables.

Optional Release. On any Business Day, the Debtor shall have the right, upon delivery to the Collateral Agent of a Take-Out Notice substantially in the form of Exhibit K hereto, to require the Collateral Agent to release its security interest in and its Lien on all or part of the Contracts and the related Receivables on the terms and conditions set forth herein. It shall be a condition precedent to any such release that (i) the Debtor shall pay to the Collateral Agent for deposit in the Funding Account an amount equal to the amount necessary to maintain the Borrowing Base at the close of business on a day level at least 5 Business Days (or such shorter period acceptable equal to the Trustee), plus Net Investment (calculated after giving effect to such proposed release of Receivables and by including in the minimum number of days’ notice which the Tender Agent must give to Bondholders pursuant to Section 4.10A of the resulting mandatory tender Net Receivables Balance only those Receivables that as of such Bonds for purchase pursuant to date satisfy (as if determined on such Section, after date) the Borrower, by Borrower Request, definition of Eligible Receivable provided that no Delinquent Receivable shall be classified as an Eligible Receivable on such day) (ii) the Debtor shall have provided that such Liquidity Facility shall then be released, if (1) such given the Note Insurer and the Collateral Agent irrevocable prior written notice by not later than 10:30 a.m. Eastern Standard Time on the day is a Business Day for such Bonds and, if any such Bonds are in a Commercial Paper Mode, Term Rate Mode, Term Indexed Mode, R-FLOATs Mode, Stepped Coupon Mode, or Fixed Rate Mode, such day is also the first Business Day for such Bonds in an Interest Period for each such Bond in each such Interest Mode or a day on which such Bonds or portions thereof may be redeemed at the option of the Borrower at a redemption price equal to 100% of principal amount plus accrued interest, if any, and (2) the Purchase Price of all Bonds of such subseries tendered or deemed tendered for purchase in respect of such release pursuant of (x) its intention to Section 4.10A has been paid or duly provided for; request a release with respect to such Contracts and not otherwise; provided that, if such Liquidity Facility Provider is also a Credit Facility Provider for Receivables and (y) the Bonds proposed date of such subseriesrelease, no (iii) the Debtor shall provide to the Note Insurer and the Collateral Agent an Officer's Certificate certifying that as of the date of such release to such Person shall be effected by all non-released Receivables satisfy the Trustee pursuant to Clause E definition of Eligible Receivable (and are not Delinquent Receivables or F of this Section unless the Credit Facility for such Bonds shall then be released to such Person pursuant to Section 5.08 or such Person consents in writing Defaulted Receivables) set forth herein, (iv) after giving effect to such release of the amount on deposit in the Reserve Account shall be at least equal to the Reserve Account Required Amount, (v) the Debtor shall not have applied any adverse selection criteria to the Contracts and the Receivables being released on such Liquidity Facility, and, if such Liquidity Facility Provider is not also the Credit Facility Provider for such Bonds, no date and (vi) AmeriCredit shall pay any breakage costs incurred in connection with such release or assignment under any Hedging Arrangement. Nothing above shall be effected by imply a duty of the Trustee pursuant Collateral Agent to Clause E or F unless determine whether such above-referenced conditions precedent have been satisfied. The Debtor shall pay to the Credit Facility Provider Note Insurer, for the Bonds of such subseries consents in writing to such release or assignment of such Liquidity Facility; and provided further that no Liquidity Facility shall be released without the written consent benefit of the Liquidity Facility Provider obligated thereon unless all obligations due and owing to Purchaser, such Liquidity Facility Provider pursuant to such Liquidity Facility or its Reimbursement Agreement have been paid in full. The Tender Agent shall give notice, pursuant to amounts as are required under this Section 4.10, of the mandatory tender of Bonds of the applicable subseries prior to on the date of such release. The Debtor shall be obligated to pay all reasonable legal fees, expenses or other costs of the Note Insurer, the Collateral Agent, and the Secured Parties arising in connection with any release pursuant to Clause B, E, or F such assignment. Upon the deposit of all required amounts and the payment by the Debtor of the amounts described in this Section, the Collateral Agent shall execute and deliver to the Debtor, at the Debtor's expense, such documents or instruments as are necessary to terminate the Collateral Agent's security interest in the released Receivables and the Contracts related thereto. Any such documents shall be prepared by or on behalf of the Debtor in form and substance satisfactory to the Collateral Agent.

Optional Release. at On any Business Day, the close Issuer shall have the right, upon delivery to the Collateral Agent of business a Take-Out Notice substantially in the form of Exhibit K hereto, to require the Collateral Agent to release its security interest in and its Lien on all or part of the Contracts and the related Receivables on the terms and conditions set forth herein. In connection with any such release, the Issuer shall pay to the Company and the other Owners, as applicable, an amount equal to the amount necessary to reduce the Net Investment so that the ratio of the Net Investment outstanding immediately prior to such repayment to the Net Receivables Balance immediately prior to such repayment equals the ratio of the Net Investment outstanding immediately following such repayment to the Net Receivables Balance immediately following such repayment. Unless such release is to be made in connection with a day Series Repurchase, it shall be a condition precedent to any such release that (i) the amount to be paid pursuant to the preceding sentence shall be at least 5 Business Days $1,000,000; (or such shorter period acceptable ii) the Issuer shall deposit to the Trustee), plus the minimum number of days’ notice which the Tender Agent must give to Bondholders pursuant to Section 4.10A of the resulting mandatory tender of such Bonds for purchase pursuant to such Section, after the Borrower, by Borrower Request, shall have provided that such Liquidity Facility shall then be released, if (1) such day is a Business Day for such Bonds and, if any such Bonds are in a Commercial Paper Mode, Term Rate Mode, Term Indexed Mode, R-FLOATs Mode, Stepped Coupon Mode, or Fixed Rate Mode, such day is also the first Business Day for such Bonds in Collection Account an Interest Period for each such Bond in each such Interest Mode or a day on which such Bonds or portions thereof may be redeemed at the option of the Borrower at a redemption price amount equal to 100% the sum of principal amount plus accrued interest(x) all unreimbursed Servicer Advances and (y) Carrying Costs and Early Collection Fees, if any, associated with the Receivables to be released, as determined by the Agent; (iii) the Issuer shall have given the Agent and the Collateral Agent at least one (1) Business Day’s irrevocable prior written notice of (x) its intention to request a release with respect to such Contracts and Receivables and (2y) the Purchase Price of all Bonds proposed date of such subseries tendered or deemed tendered for purchase release; (iv) in the case of a release of the security interest with respect to all of the Contracts and related Receivables, the Issuer shall deposit to the Collection Account all other Aggregate Unpaids, (v) the Issuer shall not have applied any adverse selection criteria to the Contracts and the Receivables being released on such date and (vi) AmeriCredit shall pay any breakage costs incurred in connection with such release pursuant under any Hedging Arrangement. Nothing above shall imply a duty of the Collateral Agent to Section 4.10A has determine whether such above-referenced conditions precedent have been paid or duly provided for; and not otherwise; provided thatsatisfied. The Issuer shall pay to the Agent, if such Liquidity Facility Provider is also a Credit Facility Provider for the Bonds benefit of the Company and the other Owners, as applicable, and the Collection Account, as applicable, such subseries, no such release to such Person shall be effected by the Trustee pursuant to Clause E or F of amounts as are required under this Section unless the Credit Facility for such Bonds shall then be released to such Person pursuant to Section 5.08 or such Person consents in writing to such release of such Liquidity Facility, and, if such Liquidity Facility Provider is not also the Credit Facility Provider for such Bonds, no such release or assignment shall be effected by the Trustee pursuant to Clause E or F unless the Credit Facility Provider for the Bonds of such subseries consents in writing to such release or assignment of such Liquidity Facility; and provided further that no Liquidity Facility shall be released without the written consent of the Liquidity Facility Provider obligated thereon unless all obligations due and owing to such Liquidity Facility Provider pursuant to such Liquidity Facility or its Reimbursement Agreement have been paid in full. The Tender Agent shall give notice, pursuant to Section 4.10, of the mandatory tender of Bonds of the applicable subseries prior to on the date of such release. The amount described in clause (i) above upon receipt by the Agent, for the benefit of the Company and the other Owners, as applicable, shall be applied in reduction of the Net Investment. From the amount described in clause (iii) above an amount equal to unreimbursed Servicer Advances shall be distributed to the Servicer and the remainder of such amounts shall be remitted to the Agent, for the benefit of the Company and the other Owners, as applicable, in accordance with Section 2.3(a) hereof. The Issuer shall be obligated to pay all reasonable legal fees, expenses or other costs of the Agent, the Collateral Agent, and the Secured Parties arising in connection with any release pursuant such assignment. Upon the deposit to Clause B, E, or F the Collection Account and the payment by the Issuer of the amounts described in this Section, the Collateral Agent shall execute and deliver to the Issuer, at the Issuer’s expense, such documents or instruments as are necessary to terminate the Collateral Agent’s security interest in the released Receivables and the Contracts related thereto. Any such documents shall be prepared by or on behalf of the Issuer in form and substance satisfactory to the Collateral Agent.

Optional Release. at On any Business Day, the close Debtor shall have the right, upon delivery to the Collateral Agent of business a Take-Out Notice substantially in the form of Exhibit K hereto, to require the Collateral Agent to release its security interest in and its Lien on all or part of the Contracts and the related Receivables (excluding any Contracts and related Receivables booked after the cut-off date applicable to the structured finance transaction established by or on behalf of the Debtor or an affiliate, to which the released Contracts and related Receivables will be subject) on the terms and conditions set forth herein. It shall be a day condition precedent to any such release that (i) the Debtor shall pay to the Company and the other Owners, as applicable, an amount equal to the amount necessary to reduce the Net Investment to an amount equal to the product of the Noteholder's Percentage and the Net Receivables Balance (calculated after giving effect to such proposed release of Receivables and by including in the Net Receivables Balance only those Receivables that as of such date satisfy (as if determined on such date) the definition of Eligible Receivable provided that no Delinquent Receivable shall be classified as an Eligible Receivable on such day) and (ii) the amount to be paid pursuant to clause (i) above shall (x) not be greater than the principal component of the Company's maturing Commercial Paper which was issued to fund such portion of the Net Investment or the principal component subject to the funding period utilized by the Company, the other Owners or the Liquidity Provider to fund such portion of the Net Investment, as applicable and (y) be at least 5 Business Days $5,000,000, (or such shorter period acceptable iii) the Debtor shall deposit to the Trustee), plus the minimum number of days’ notice which the Tender Agent must give to Bondholders pursuant to Section 4.10A of the resulting mandatory tender of such Bonds for purchase pursuant to such Section, after the Borrower, by Borrower Request, shall have provided that such Liquidity Facility shall then be released, if (1) such day is a Business Day for such Bonds and, if any such Bonds are in a Commercial Paper Mode, Term Rate Mode, Term Indexed Mode, R-FLOATs Mode, Stepped Coupon Mode, or Fixed Rate Mode, such day is also the first Business Day for such Bonds in Collection Account an Interest Period for each such Bond in each such Interest Mode or a day on which such Bonds or portions thereof may be redeemed at the option of the Borrower at a redemption price amount equal to 100% the sum of principal amount plus accrued interest(x) all unreimbursed Servicer Advances and (y) Carrying Costs and Early Collection Fees, if any, associated with the Receivables to be released as determined by the Agent, (iv) the Debtor shall have given the Agent and the Collateral Agent at least three (3) Business Days' irrevocable prior written notice of (x) its intention to request a release with respect to such Contracts and Receivables and (2y) the Purchase Price of all Bonds proposed date of such subseries tendered or deemed tendered for purchase in respect release, (v) the Debtor shall provide to the Agent and the Collateral Agent an Officer's Certificate certifying that as of the date of such release pursuant to Section 4.10A has been paid all non-released Receivables satisfy the definition of Eligible Receivable (and are not Delinquent Receivables or duly provided for; and not otherwise; provided thatDefaulted Receivables) set forth herein, if such Liquidity Facility Provider is also a Credit Facility Provider for the Bonds of such subseries, no such release to such Person shall be effected by the Trustee pursuant to Clause E or F of this Section unless the Credit Facility for such Bonds shall then be released to such Person pursuant to Section 5.08 or such Person consents in writing (vi) after giving effect to such release the amount on deposit in the Reserve Account shall be at least equal to the Required Reserve Account Amount, (vii) in the case of a release of the security interest with respect to all of the Contracts and related Receivables, the Debtor shall deposit to the Collection Account all other Aggregate Unpaids, (viii) the Debtor shall not have applied any adverse selection criteria to the Contracts and the Receivables being released on such Liquidity Facility, and, if such Liquidity Facility Provider is not also the Credit Facility Provider for such Bonds, no date and (ix) AmeriCredit shall pay any breakage costs incurred in connection with such release or assignment under any Hedging Arrangement. Nothing above shall be effected by imply a duty of the Trustee pursuant Collateral Agent to Clause E or F unless determine whether such above-referenced conditions precedent have been satisfied. The Debtor shall pay to the Credit Facility Provider Agent, for the Bonds of such subseries consents in writing to such release or assignment of such Liquidity Facility; and provided further that no Liquidity Facility shall be released without the written consent benefit of the Liquidity Facility Provider obligated thereon unless all obligations due Company and owing to the other Owners, as applicable, and the Collection Account, as applicable, such Liquidity Facility Provider pursuant to such Liquidity Facility or its Reimbursement Agreement have been paid in full. The Tender Agent shall give notice, pursuant to amounts as are required under this Section 4.10, of the mandatory tender of Bonds of the applicable subseries prior to on the date of such release. The amount described in clause (i) above upon receipt by the Agent, for the benefit of the Company and the other Owners, as applicable, shall be applied in reduction of the Net Investment. From the amount described in clause (iii) above an amount equal to unreimbursed Servicer Advances shall be distributed to the Collection Agent and the remainder of such amounts shall be remitted to the Agent, for the benefit of the Company and the other Owners, as applicable, in accordance with Section 2.3(a) hereof. The Debtor shall be obligated to pay all reasonable legal fees, expenses or other costs of the Agent, the Collateral Agent, and the Secured Parties arising in connection with any release pursuant such assignment. Upon the deposit to Clause B, E, or F the Collection Account and the payment by the Debtor of the amounts described in this Section, the Collateral Agent shall execute and deliver to the Debtor, at the Debtor's expense, such documents or instruments as are necessary to terminate the Collateral Agent's security interest in the released Receivables and the Contracts related thereto. Any such documents shall be prepared by or on behalf of the Debtor in form and substance satisfactory to the Collateral Agent.

Optional Release. at (a) On any Business Day, the close Debtor shall have the right to require the Collateral Agent to release its security interest in and its Lien on the Contracts and the related Receivables (excluding any Contracts and related Receiv xxxxx booked after the cut-off date applicable to a Securitization or Warehouse Transfer, to which the released Contracts and related Receivables will be subject) on the terms and conditions set forth herein. It shall be a condition precedent to any such release that (i) the Debtor shall pay to the Company and the Bank Investors, as applicable, an amount equal to the amount necessary to cause the Net Asset Test to be satisfied after giving effect to the proposed release, (ii) the amount to be paid pursuant to clause (i) above shall (x) not be greater than the principal component of business on a day the Company's maturing Commercial Paper which was issued to fund the Net Investment or the principal component subject to the funding period utilized by the Bank Investors and the Liquidity Provider to fund the Net Investment, as applicable and (y) be at least 5 Business Days $5,000,000, (or such shorter period acceptable iii) the Debtor shall deposit to the Trustee)Collection Account an amount equal to the sum of (x) all unreimbursed Servicer Advances and (y) all interest costs associated with the Company's Commercial Paper issued to fund its interest in the Contracts and related Receivables proposed to be reassigned or all interest costs associated with any funding periods utilized by the Bank Investors or the Liquidity Provider with respect to their respective interests in such Contracts and related Receivables, plus as applicable, as well as all Carrying Costs accrued through the minimum number of days’ notice which the Tender Agent must give to Bondholders pursuant to Section 4.10A date of the resulting mandatory tender maturity of such Bonds for purchase pursuant Commercial Paper or funding period, (iv) the Debtor shall have given the Agent, the Collateral Agent and the Insurer at least ten (10) days prior written notice of its intention to request release with respect to such SectionContracts and Receivables, (v) after giving effect to such release the Borrower, by Borrower Request, amount on deposit in the Reserve Account shall have provided that such Liquidity Facility shall then be released, if (1) such day is a Business Day for such Bonds and, if any such Bonds are in a Commercial Paper Mode, Term Rate Mode, Term Indexed Mode, R-FLOATs Mode, Stepped Coupon Mode, or Fixed Rate Mode, such day is also the first Business Day for such Bonds in an Interest Period for each such Bond in each such Interest Mode or a day on which such Bonds or portions thereof may be redeemed at the option of the Borrower at a redemption price least equal to 100% of principal amount plus accrued interest, if anythe Required Reserve Account Amount, and (2vi) the Purchase Price of all Bonds of such subseries tendered or deemed tendered for purchase in respect of such release pursuant to Section 4.10A has been paid or duly provided for; and not otherwise; provided that, if such Liquidity Facility Provider is also a Credit Facility Provider for the Bonds of such subseries, no such release to such Person shall be effected by the Trustee pursuant to Clause E or F of this Section unless the Credit Facility for such Bonds shall then be released to such Person pursuant to Section 5.08 or such Person consents in writing to such release of such Liquidity Facility, and, if such Liquidity Facility Provider is not also the Credit Facility Provider for such Bonds, no such release or assignment shall be effected by the Trustee pursuant to Clause E or F unless the Credit Facility Provider for the Bonds of such subseries consents in writing to such release or assignment of such Liquidity Facility; and provided further that no Liquidity Facility shall be released without the written consent of the Liquidity Facility Provider obligated thereon unless all obligations amounts due and owing to such Liquidity Facility Provider pursuant to such Liquidity Facility or its Reimbursement Agreement the Insurer from the Debtor shall have been paid in full. It is the intention of the parties that the Debtor shall pay to the Agent, for the benefit of the Company and the Bank Investors, as applicable, and the Collection Account, as applicable, such amounts as are required under this Section on the closing date of such Securitization or Warehouse Transfer. The Tender amount described in clause (i) above upon receipt by the Agent, for the benefit of the Company and the Bank Investors, as applicable, shall be applied in reduction of the Net Investment. From the amount described in clause (iii) above an amount equal to unreimbursed Servicer Advances shall be distributed to the Collection Agent and the remainder of such amounts shall be remitted to the Agent, for the benefit of the Company and the Bank Investors, as applicable. The Debtor shall also be obligated to pay to the Collateral Agent (i) an amount equal to $5,000 as an administrative fee in connection with any such assignment and (ii) the reasonable legal fees and expenses of the Collateral Agent and the Secured Parties arising in connection with any such assignment. Upon the deposit to the Collection Account and the payment by the Debtor of the amounts described in this Section, the Collateral Agent shall give noticeexecute and deliver to the Debtor, pursuant at the Debtor's expense, such documents or instruments as are necessary to Section 4.10, terminate the Collateral Agent's security interest in the Receivables and the Contracts related thereto. Any such documents shall be prepared by or on behalf of the mandatory tender Debtor. (b) In connection with a Take-Out, the Debtor shall have the right, from time to time thereafter (but not more frequently than once per calen dar week), on the maturity date of Bonds any Commercial Paper note issued by the Com pany to fund the Net Investment or upon the termination of any funding period utilized by the Liquidity Provider or the Bank Investors, as applicable, to require the Collateral Agent to release its security interest in and Lien on specified Contracts and the related Receivables, provided that (x) such Contracts and related Receivables are to be assigned or sold by the Debtor, directly or indirectly, to a structured finance vehicle established by or on behalf of the Debtor or an affiliate, in connection with an asset-securitization or other structured financing having a prefunding (or similar) feature, (y) the aggregate Outstanding Balance of such Receivables shall be (i) not greater than the principal component of such maturing Commercial Paper or the principal component subject to such funding period, as applicable subseries and (ii) at least $5,000,000 and (z) the Debtor shall have given the Agent, the Collateral Agent and the Insurer at least seven (7) days prior written notice of its intention to effect a release with respect to such Contracts and Receivables. Any such release shall be in consideration for the deposit by the Debtor into the Collection Account of an amount equal to the sum of (i) the Outstanding Balance of such Receivables on the day of such assignment plus (ii) all accrued and unpaid interest thereon (whether or not due thereunder) at the rate set forth in the related Contracts to such date of assignment. The amount described in clause (i) above shall be allocated and applied on such day (whether or not a Remittance Date) as described in Section 2.3(b) as a Receipt of Principal, and the amount described in clause (ii) above shall be applied on such day (whether or not a Remittance Date) in the order of priorities set forth in Section 2.3(a) as a Receipt of Interest (in which case "Settlement Period" as used in said Section 2.3(a) shall be considered to be the period from the last date of the previous Settlement Period to the date on which the amounts required to be paid under this Section 2.15(b) are paid). The Debtor shall also be obligated to pay to the Agent (i) an amount equal to $2,500 as an administrative fee in connection with any such assignment and (ii) the reasonable legal fees and expenses of the Company, the Collateral Agent, the Bank Investors and the Administrative Agent incurred in connection with any release pursuant such release. Upon the deposit to Clause B, E, or F the Collection Account and the payment by the Debtor of the amounts described in this Section, the Collateral Agent shall execute and deliver to the Debtor, at the Debtor's expense, such docu ments or instruments as are necessary to terminate the Collateral Agent's interest in the Receivables and the Contracts related thereto. Any such documents shall be prepared by or on behalf of the Debtor. (c) On any Business Day, the Debtor shall have the right to require the Collateral Agent to release its security interest in and its Lien on specified Contracts and the related Receivables on the terms and conditions set forth herein. It shall be a condition precedent to any such release that, immediately after such release, (i) the Debtor shall pay to the Company and the Bank Investors, as applicable, an amount equal to the amount necessary to cause the Net Asset Test to be satisfied calculated after giving effect to the proposed release, (ii) after giving effect to such release, the amount on deposit in the Reserve Account shall be at least equal to the Required Reserve Account Amount, and (iii) all amounts due and owing to the Insurer from the Debtor shall have been paid in full. (d) On any Business Day, the Debtor shall have the right to require the Collateral Agent to release its security interest in and Lien on all of the Contracts and the related Receivables on the terms and conditions set forth herein. It shall be condition precedent to any such release that (i) the Debtor shall pay to the Agent, for the benefit of the Company and the Bank Investors, as applicable, an amount equal to the Net Investment at the time of such release, (ii) the Debtor shall pay to the Agent, for the benefit of the Company and the Bank Investors, as applica ble, an amount equal to all interest costs associated with the Company's Commercial Paper issued to fund the Net Investment through the date of maturity or all interest costs associated with all funding periods utilized by the Bank Investors for the Liquidity Provider with respect to its interest in the Contracts, related Receivables and Transferred Interest, as applicable, as well as all Carrying Costs accrued through the date of such release and all other costs which constitute Carrying Costs which will accrue after such date, (iii) the Debtor shall have given the Collateral Agent, the Administrative Agent and the Insurer at least thirty (30) days prior written notice of its intention to effect such a release the Contracts and Receivables, and (iv) all amounts due and owing to the Insurer from the Debtor shall have been paid in full.

Optional Release. at (a) On any Business Day, the close Debtor shall have the right to require the Collateral Agent to release its security interest in and its Lien on the Con tracts and the related Receivables (excluding any Contracts and related Receivables booked after the cut-off date applicable to the structured finance transaction estab lished by or on behalf of business the Debtor or an affiliate, to which the released Contracts and related Receivables will be subject) on the terms and conditions set forth herein. It shall be a day condition precedent to any such release that (i) the Debtor shall pay to the Company and the Bank Investors, as applicable, an amount equal to the amount necessary to cause the Net Asset Test to be satisfied after giving effect to the pro posed release, (ii) the amount to be paid pursuant to clause (i) above shall (x) not be greater than the principal component of the Company's maturing Commercial Paper which was issued to fund such portion of the Net Investment or the principal com ponent subject to the funding period utilized by the Bank Investors and the Liquidity Provider to fund such portion of the Net Investment, as applicable and (y) be at least 5 Business Days $5,000,000, (or such shorter period acceptable iii) the Debtor shall deposit to the Trustee)Collection Account an amount equal to the sum of (x) all unreimbursed Servicer Advances and (y) all interest costs associated with the Company's Commercial Paper issued to fund its interest in the Contracts and related Receivables proposed to be reassigned or all interest costs associated with any funding periods utilized by the Bank Investors or the Liquidity Provider with respect to their respective interests in such Contracts and related Receivables, plus as applicable, as well as all Carrying Costs accrued through the minimum number of days’ notice which the Tender Agent must give to Bondholders pursuant to Section 4.10A date of the resulting mandatory tender maturity of such Bonds for purchase pursuant Commercial Paper or funding period, (iv) the Debtor shall have given the Agent, the Collateral Agent and the Insurer at least ten (10) days prior written notice of its intention to request release with respect to such SectionContracts and Receivables, (v) after giving effect to such release the Borrower, by Borrower Request, amount on deposit in the Reserve Account shall have provided that such Liquidity Facility shall then be released, if (1) such day is a Business Day for such Bonds and, if any such Bonds are in a Commercial Paper Mode, Term Rate Mode, Term Indexed Mode, R-FLOATs Mode, Stepped Coupon Mode, or Fixed Rate Mode, such day is also the first Business Day for such Bonds in an Interest Period for each such Bond in each such Interest Mode or a day on which such Bonds or portions thereof may be redeemed at the option of the Borrower at a redemption price least equal to 100% of principal amount plus accrued interest, if anythe Required Reserve Account Amount, and (2vi) the Purchase Price of all Bonds of such subseries tendered or deemed tendered for purchase in respect of such release pursuant to Section 4.10A has been paid or duly provided for; and not otherwise; provided that, if such Liquidity Facility Provider is also a Credit Facility Provider for the Bonds of such subseries, no such release to such Person shall be effected by the Trustee pursuant to Clause E or F of this Section unless the Credit Facility for such Bonds shall then be released to such Person pursuant to Section 5.08 or such Person consents in writing to such release of such Liquidity Facility, and, if such Liquidity Facility Provider is not also the Credit Facility Provider for such Bonds, no such release or assignment shall be effected by the Trustee pursuant to Clause E or F unless the Credit Facility Provider for the Bonds of such subseries consents in writing to such release or assignment of such Liquidity Facility; and provided further that no Liquidity Facility shall be released without the written consent of the Liquidity Facility Provider obligated thereon unless all obligations amounts due and owing to such Liquidity Facility Provider pursuant to such Liquidity Facility or its Reimbursement Agreement the Insurer from the Debtor shall have been paid in full. It is the intention of the parties that the Debtor shall pay to the Agent, for the benefit of the Company and the Bank Investors, as applicable, and the Collection Account, as applicable, such amounts as are required under this Section on the closing date of such structured finance transaction. The Tender amount described in clause (i) above upon receipt by the Agent, for the benefit of the Company and the Bank Investors, as applicable, shall be applied in reduction of the Net Investment. From the amount described in clause (iii) above an amount equal to unreimbursed Servicer Advances shall be distributed to the Collection Agent and the remainder of such amounts shall be remitted to the Agent, for the benefit of the Company and the Bank Investors, as applicable. The Debtor shall also be obligated to pay to the Collateral Agent (i) an amount equal to $5,000 as an administrative fee in connection with any such assign ment and (ii) the reasonable legal fees and expenses of the Collateral Agent and the Secured Parties arising in connection with any such assignment. Upon the deposit to the Collection Account and the payment by the Debtor of the amounts described in this Section, the Collateral Agent shall give noticeexecute and deliver to the Debtor, pursuant at the Debtor's expense, such documents or instruments as are necessary to Section 4.10, terminate the Collateral Agent's security interest in the Receivables and the Contracts related thereto. Any such documents shall be prepared by or on behalf of the mandatory tender Debtor. (b) In connection with a Take-Out, the Debtor shall have the right, from time to time thereafter (but not more frequently than once per calendar week), on the maturity date of Bonds any Commercial Paper note issued by the Company to fund the Net Investment or upon the termination of any funding period utilized by the Liquidity Provider or the Bank Investors, as applicable, to require the Collateral Agent to release its security interest in and Lien on specified Contracts and the related Receivables, provided that (x) such Contracts and related Receivables are to be assigned or sold by the Debtor, directly or indirectly, to a structured finance vehicle established by or on behalf of the Debtor or an affiliate, in connection with an asset- securitization or other structured financing having a prefunding (or similar) feature, (y) the aggregate Outstanding Balance of such Receivables shall be (i) not greater than the principal component of such maturing Commercial Paper or the principal component subject to such funding period, as applicable subseries and (ii) at least $5,000,000 and (z) the Debtor shall have given the Agent, the Collateral Agent and the Insurer at least seven (7) days prior written notice of its intention to effect a release with respect to such Contracts and Receivables. Any such release shall be in consideration for the deposit by the Debtor into the Collection Account of an amount equal to the sum of (i) the Outstanding Balance of such Receivables on the day of such assignment plus (ii) all accrued and unpaid interest thereon (whether or not due thereunder) at the rate set forth in the related Contracts to such date of assignment. The amount described in clause (i) above shall be allocated and applied on such day (whether or not a Remit tance Date) as described in Section 2.3(b) as a Receipt of Principal, and the amount described in clause (ii) above shall be applied on such day (whether or not a Remit tance Date) in the order of priorities set forth in Section 2.3(a) as a Receipt of Interest (in which case "Settlement Period" as used in said Section 2.3(a) shall be considered to be the period from the last date of the previous Settlement Period to the date on which the amounts required to be paid under this Section 2.15(b) are paid). The Debtor shall also be obligated to pay to the Agent (i) an amount equal to $2,500 as an administrative fee in connection with any such assignment and (ii) the reasonable legal fees and expenses of the Company, the Collateral Agent, the Bank Investors and the Administrative Agent incurred in connection with any release pursuant such release. Upon the deposit to Clause B, E, or F the Collection Account and the payment by the Debtor of the amounts described in this Section., the Collateral Agent shall execute and deliver to the Debtor, at the Debtor's expense, such documents or instruments as are necessary to terminate the

Optional Release. at On any Business Day (but no more frequently than once per week), the close Debtor shall have the right, upon delivery to the Collateral Agent of business a Take-Out Notice substantially in the form of Exhibit L hereto, to require the Collateral Agent to release its security interest in and its Lien on all or part of the Contracts and the related Receivables (excluding any Contracts and related Receivables booked after the cut-off date applicable to the structured finance transaction established by or on behalf of the Debtor or an affiliate, to which the released Contracts and related Receivables will be subject) on the terms and conditions set forth herein. It shall be a day condition precedent to any such release that (i) the Debtor shall pay to the Company and the Bank Investors, as applicable, an amount equal to the amount necessary to reduce the Net Investment to an amount equal to the product of the Noteholder's Percentage and the Net Receivables Balance (calculated after giving effect to such proposed release of Receivables and by including in the Net Receivables Balance only those Receivables that as of such date satisfy (as if determined on such date) the definition of Eligible Receivable provided that no Delinquent Receivable shall be classified as an Eligible Receivable on such day) and (ii) the amount to be paid pursuant to clause (i) above shall (x) not be greater than the principal component of the Company's maturing Commercial Paper which was issued to fund such portion of the Net Investment or the principal component subject to the funding period utilized by the Bank Investors and the Liquidity Provider to fund such portion of the Net Investment, as applicable and (y) be at least 5 Business Days $5,000,000, (or such shorter period acceptable iii) the Debtor shall deposit to the Trustee)Collection Account an amount equal to the sum of (x) all unreimbursed Servicer Advances and (y) Carrying Costs associated with the Receivables to be released as determined by the Agent, plus (iv) the minimum number Debtor shall have given the Agent and the Collateral Agent prior written notice of days’ notice (x) its intention to request a release with respect to such Contracts and Receivables and (y) the proposed date of such release, which shall be no earlier than the Tender Agent must give to Bondholders pursuant to Section 4.10A last day of the resulting mandatory tender of such Bonds for purchase pursuant latest maturing funding period then outstanding, (v) the Debtor shall provide to such Section, after the Borrower, by Borrower Request, shall have provided Agent and the Collateral Agent an Officer's Certificate certifying that such Liquidity Facility shall then be released, if (1) such day is a Business Day for such Bonds and, if any such Bonds are in a Commercial Paper Mode, Term Rate Mode, Term Indexed Mode, R-FLOATs Mode, Stepped Coupon Mode, or Fixed Rate Mode, such day is also the first Business Day for such Bonds in an Interest Period for each such Bond in each such Interest Mode or a day on which such Bonds or portions thereof may be redeemed at the option as of the Borrower at a redemption price equal to 100% of principal amount plus accrued interest, if any, and (2) the Purchase Price of all Bonds of such subseries tendered or deemed tendered for purchase in respect date of such release pursuant to Section 4.10A has been paid or duly provided for; all non-released Receivables satisfy the definition of Eligible Receivable (and are not otherwise; provided thatDelinquent Receivables) set forth herein, if such Liquidity Facility Provider is also a Credit Facility Provider for the Bonds of such subseries, no such release to such Person shall be effected by the Trustee pursuant to Clause E or F of this Section unless the Credit Facility for such Bonds shall then be released to such Person pursuant to Section 5.08 or such Person consents in writing (vi) after giving effect to such release the amount on deposit in the Reserve Account shall be at least equal to the Reserve Account Floor (vii) in the case of a release of the security interest with respect to all of the Contracts and related Receivables, the Debtor shall deposit to the Collection Account all other Aggregate Unpaids, (viii) the Debtor shall not have applied any adverse selection criteria to the Contracts and the Receivables being released on such Liquidity Facility, and, if such Liquidity Facility Provider is not also the Credit Facility Provider for such Bonds, no date and (ix) AmeriCredit shall pay any breakage costs incurred in connection with such release or assignment under any Hedging Arrangement. The Debtor shall be effected by pay to the Trustee pursuant to Clause E or F unless the Credit Facility Provider Agent, for the Bonds of such subseries consents in writing to such release or assignment of such Liquidity Facility; and provided further that no Liquidity Facility shall be released without the written consent benefit of the Liquidity Facility Provider obligated thereon unless all obligations due Company and owing to the Bank Investors, as applicable, and the Collection Account, as applicable, such Liquidity Facility Provider pursuant to such Liquidity Facility or its Reimbursement Agreement have been paid in full. The Tender Agent shall give notice, pursuant to amounts as are required under this Section 4.10, of the mandatory tender of Bonds of the applicable subseries prior to on the date of such release. The amount described in clause (i) above upon receipt by the Agent, for the benefit of the Company and the Bank Investors, as applicable, shall be applied in reduction of the Net Investment. From the amount described in clause (iii) above an amount equal to unreimbursed Servicer Advances shall be distributed to the Collection Agent and the remainder of such amounts shall be remitted to the Agent, for the benefit of the Company and the Bank Investors, as applicable, in accordance with Section 2.3(a) hereof. Neither the Agent, the Collateral Agent, nor the Secured Parties shall be obligated to pay any release pursuant legal fees, expenses or other costs arising in connection with any such assignment. Upon the deposit to Clause B, E, or F the Collection Account and the payment by the Debtor of the amounts described in this Section, the Collateral Agent shall execute and deliver to the Debtor, at the Debtor's expense, such documents or instruments as are necessary to terminate the Collateral Agent's security interest in the Receivables and the Contracts related thereto. Any such documents shall be prepared by or on behalf of the Debtor.