Take-Out. (a) On any Business Day (the “Take-Out Date”), but subject to the limitation contained in clause (d) below, the Borrower shall have the right to effect a Take-Out and require the Collateral Agent to release its security interest in and Lien on the related Contracts and Loans, subject to the following terms and conditions:
(i) The Borrower shall have given the Deal Agent, the Collateral Agent, the Lenders, the Backup Servicer and the Servicer at least three (3) Business Days’ prior written notice of its intent to effect the Take-Out, which notice shall be irrevocable; provided, however, failure to effect such Take-Out on the Take-Out Date shall not result in a Termination Event, but the Borrower shall be obligated to pay any Breakage Costs and any other losses incurred by the Lenders in connection therewith.
(ii) Unless the Take-Out is to be effected on a Payment Date (in which case the relevant calculations with respect to such Take-Out shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Deal Agent and the Lenders an Officer’s Certificate, together with evidence to the reasonable satisfaction of the Deal Agent (acting with the consent, or at the direction, of the Required Lenders) (which evidence may consist solely of the Officer’s Certificate signed by an officer of the Servicer) that the Borrower shall have sufficient funds on the related Take-Out Date to effect the contemplated Take-Out in accordance with this Agreement. In effecting the Take-Out, the Borrower may use the proceeds of sales of the Loans (which sales must be made in arm’s-length transactions).
(iii) After giving effect to the Take-Out and the release to the Borrower of the Loans and related Contracts on the Take-Out Date, (x) the representations and warranties contained in Sections 4.1 and 4.2 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date and (y) neither an Unmatured Termination Event nor a Termination Event shall have resulted.
(iv) On the Take-Out Date, the Borrower shall cause to be deposited into the Collection Account, for the benefit of the Secured Parties and the Hedge Counterparties, as applicable, in immediately available funds, an amount equal to the sum of: (A) the portion of the Aggregate Loan Amount being paid plus (B) an amount equal to the related unpaid Interest to the end of the Interest Period plus (C) an aggregate amount equal to the sum of all other amounts due and owin...
Take-Out. The Borrower and MLP shall use commercially reasonable efforts to refinance in full the Revolver Loans and the Term Loans as promptly as practicable through the issuance of all or any combination of (i) Refinancing Indebtedness, (ii) MLP Senior Debt Offering, and (iii) MLP Equity Offering.
Take-Out. (a) On any Business Day (the “Take-Out Date”), but subject to the limitations below (including those contained in clause (d) below), the Borrower shall have the right to effect a Take-Out and require the Collateral Agent to release its security interest and Lien on the related Contracts and Loans, subject to the following terms and conditions: of doubt, that during the Revolving Period, the Borrower in its sole discretion may elect to pledge Dealer Loans secured by either Open Pools or Closed Pools In addition, each Loan shall have been underwritten in accordance with and satisfy, in each case in all material respects, the standards of any Credit Guidelines that have been established by the Borrower or the Originator and are then in effect.
Take-Out. If the Principal takes out of the Consultant’s hands the whole or part of the Services remaining to be completed in accordance with clause 6.3(b)(i), the Principal shall complete the Services taken out of the Consultant’s hands and may:
(a) use the Documents and other things intended for the Services; and
(b) without payment of compensation to the Consultant:
(i) take possession of, and use, such other documents and other things as were used by the Consultant in the performance of the Services;
(ii) contract with such of the Consultant’s subconsultants; and
(iii) use such of the Consultant’s methods of working, as are reasonably required by the Principal to facilitate completion of the Services. If the Principal takes possession of the Documents, other documents or other things, the Principal shall maintain them and, subject to clause 6.5, on completion of the Services, shall return to the Consultant such of them as are surplus. The Principal shall keep records of the cost of completing the Services.
Take-Out. The Principal may complete the Services and the project taken out of the Managing Contractor’s hands in accordance with subclause 27.4(a) and may:
