Common use of Take-outs Clause in Contracts

Take-outs. (a) On any Business Day, the Borrower shall have the right to effect a Take-out by prepaying all or a portion of the Loans Outstanding and require the Administrative Agent to release its security interest and Lien on a corresponding portion of Receivables pursuant to a Take-our Release, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent and the Servicer at least five (5) Business Days’ prior written notice in the form of a Take-out Notice substantially similar to Annex 2 of Exhibit E hereto of its intent to effect a Take-out (provided, that the Borrower shall use commercially reasonable efforts to give the Administrative Agent at least ten (10) Business Days’ verbal notice of its intent to effect the related Take-out). Such Take-out Notice shall include the Receivables to be transferred by the Borrower on the related Take-out Date (the “Take-out Receivables”) as further described in Schedule I thereto (the “Schedule of Take-out Receivables”); (ii) unless a Take-out is to be effected on a Distribution Date (in which case the relevant calculations with respect to such Take-out shall be reflected on the applicable Monthly Report), the initial Servicer shall deliver to the Administrative Agent on or before the related Take-out Date: (A) a Take-out Date Certificate (which shall include a calculation of the Borrowing Base after giving effect to such Take-out), together with evidence to the reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Take-out Date to effect such Take-out in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Take-out and (B) a computer tape of the Receivables, both before and after giving effect to such Take-out; (iii) on the related Take-out Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Take-out and the release to the Borrower of the related Receivables on the related Take-out Date, (A) no Borrowing Base Deficiency exists or will result from such Take-out, (B) neither an Unmatured Event of Default nor an Event of Default has occurred, nor will either result from such Take-out, (C) the Excess Spread shall be no less than the Required Excess Spread and (D) the fractional portion of the Eligible Pool Balance that represents the aggregate Principal Balance of all Delinquent Receivables constituting Collateral will be no greater than the fractional portion of the Eligible Pool Balance that was represented by the aggregate Principal Balance of all Delinquent Receivables that constituted Collateral immediately prior to the release of the related Receivables and the fractional portion of the Eligible Pool Balance that represents the aggregate Principal Balance of all Liquidated Receivables constituting Collateral will be no greater than the fractional portion of the Eligible Pool Balance that was represented by the aggregate Principal Balance of all Liquidated Receivables that constituted Collateral immediately prior to the release of the related Receivables; provided, that if subclause (D) would not be satisfied on any Take-out Date, then the Receivables that continue to be owned by the Borrower following the related Take-out and that cause subclause (D) not to be satisfied shall thereafter (I) be deemed to be Ineligible Receivables for purposes of determining the Borrowing Base, (II) be excluded from both the numerator and the denominator when calculating the Delinquency Ratio, and (III) be excluded from both the numerator and the denominator when calculating the Serviced Portfolio Net Loss-to-Liquidation Ratio); (iv) on the related Take-out Date, the Servicer shall have received an amount equal to all Unreimbursed Servicer Advances associated with the Receivables to be released and the Administrative Agent shall have received, for the benefit of the Lenders and the Hedge Counterparties, as applicable, in immediately available funds, and shall then distribute to the applicable entities, an amount equal to the sum of (A) the portion of the Loans Outstanding to be prepaid, (B) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date (including Breakage Costs and Hedge Breakage Costs), and (C) all other Aggregate Unpaids with respect thereto; and (v) on or prior to the related Take-out Date, the Borrower shall have delivered to the Administrative Agent an updated Schedule of Receivables listing all Receivables that will continue to be owned by the Borrower immediately following the related Take-out. (b) The Borrower hereby agrees to pay the reasonable legal fees and out-of-pocket expenses of the Administrative Agent, the Lenders, and the Account Bank in connection with any Take-out (including expenses incurred in connection with the release of the Lien of the Administrative Agent, the Lenders and any other party having such an interest in the Receivables in connection with such Take-out). (c) In connection with any Take-out, on the related Take-out Date, subject to satisfaction of all of the conditions referred to in this Section 2.13, the Administrative Agent shall, at the expense of the Borrower (i) execute such instruments of release with respect to the Take-out Receivables (and the other related Collateral) to be released to the Borrower, including a Take-out Release, in favor of the Borrower as the Borrower may reasonably request, (ii) deliver, or cause to be delivered, the Take-out Receivables (and the other related Collateral) to be released to the Borrower in its possession to the Borrower and (iii) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent on the Take-out Receivables (and the other related Collateral) to be released to the Borrower and deliver to the Borrower the Take-out Receivables and related Collateral.

Take-outs. (a) On any Business Day, the Borrower shall have the right to effect a Take-out by prepaying prepay all or a portion of the Loans Outstanding and require the Administrative Agent to release its security interest and Lien on a corresponding portion of Receivables pursuant to a Take-our Releasethe related Receivables, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent Agent, the Servicer and the Backup Servicer at least five (5) Business Days’ prior written notice in the form of a Take-out Notice substantially similar to Annex 2 of Exhibit E hereto of its intent to effect a the related Take-out (provided, that the Borrower shall use commercially reasonable efforts to give the Administrative Agent Agent, the Servicer, and the Backup Servicer at least ten (10) Business Days’ verbal notice of its intent to effect the related Take-out). Such Take-out Notice shall include the Receivables to be transferred by the Borrower on the related Take-out Date (the “Take-out Receivables”) as further described in Schedule I thereto (the “Schedule of Take-out Receivables”); (ii) unless a Take-out is to be effected on a Distribution Date (in which case the relevant calculations with respect to such Take-out shall be reflected on the applicable Monthly Report), the initial Servicer shall deliver to the Administrative Agent on or before the related Take-out Date: (A) a Take-out Date Certificate (which shall include a calculation of the Borrowing Base Maximum Advance Rate Test after giving effect to such Take-out), together with evidence to the reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Take-out Date to effect such Take-out in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Take-out and (B) a computer tape of the Receivables, both before and after giving effect to such Take-out; (iii) on the related Take-out Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Take-out and the release to the Borrower of the related Receivables on the related Take-out Date, (A) no Borrowing Base Deficiency exists or will result from such Take-outthe Maximum Advance Rate Test is satisfied, (B) neither an Unmatured Event of Default nor an Event of Default has occurred, nor will either result from such Take-out, (C) the Excess Spread shall be no less than the Required Excess Spread and 3.5%, (D) the fractional portion of the Eligible Pool Balance that represents the aggregate Principal Balance of all Delinquent Receivables constituting Collateral will be no greater than the fractional portion of the Eligible Pool Balance that was represented by the aggregate Principal Balance of all Delinquent Receivables that constituted Collateral immediately prior to the release of the related Receivables and (E) the fractional portion of the Eligible Pool Balance that represents the aggregate Principal Balance of all Liquidated Defaulted Receivables constituting Collateral will be no greater than the fractional portion of the Eligible Pool Balance that was represented by the aggregate Principal Balance of all Liquidated Defaulted Receivables that constituted Collateral immediately prior to the release of the related Receivables; Receivables (provided, that if subclause (D) and/or (E) would not be satisfied on any Take-out Date, then the Receivables that continue to be owned by the Borrower following the related Take-out and that cause subclause (D) and/or (E) not to be satisfied shall thereafter (I) be deemed to be Ineligible Receivables for purposes of determining the Borrowing Base, Base and satisfaction of the Maximum Advance Rate Test and (II) be excluded from both the numerator and the denominator when calculating the Delinquency Ratio, and (III) be excluded from both the numerator and the denominator when calculating the Serviced Portfolio Net Loss-to-Liquidation Ratio); (iv) on the related Take-out Date, the Servicer shall have received an amount equal to all Unreimbursed Servicer Advances associated with the Receivables to be released and the Administrative Agent shall have received, for the benefit of the Lenders and the Hedge Counterparties, as applicable, in immediately available funds, and shall then distribute to the applicable entities, an amount equal to the sum of (A) the portion of the Loans Outstanding to be prepaid, (B) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date (including Breakage Costs and Hedge Breakage Costs), and (C) all other Aggregate Unpaids with respect thereto; and (v) on or prior to the related Take-out Date, the Borrower shall have delivered to the Administrative Agent an updated Schedule of Receivables Accounts listing all Receivables that will continue to be owned by the Borrower immediately following the related Take-out. (b) The Borrower hereby agrees to pay the reasonable legal fees and out-of-pocket expenses of the Administrative Agent, the Lenders, and the Account Bank in connection with any Take-out (including expenses incurred in connection with the release of the Lien of the Administrative Agent, the Lenders and any other party having such an interest in the Receivables in connection with such Take-out). (c) In connection with any Take-out, on the related Take-out Date, subject to satisfaction of all of the conditions referred to in this Section 2.13Section, the Administrative Agent shall, at the expense of the Borrower (i) execute such instruments of release with respect to the Take-out portion of the Receivables (and the other related Collateral) to be released to the Borrower, including a Take-out Release, in favor of the Borrower as the Borrower may reasonably request, (ii) deliver, or cause to be delivered, any portion of the Take-out Receivables (and the other related Collateral) to be released to the Borrower in its possession to the Borrower and (iii) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent on the Take-out portion of the Receivables (and the other related Collateral) to be released to the Borrower and deliver to the Borrower the Take-out such Receivables and related Collateral.

Take-outs. (a) On any Business Day, the Borrower shall have the right to effect a Take-out by prepaying prepay all or a portion of the Loans Outstanding and require the Administrative Agent to release its security interest and Lien on a corresponding portion of Receivables pursuant to a Take-our Releasethe related Receivables, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent and the Servicer at least five (5) Business Days’ prior written notice in the form of a Take-out Notice substantially similar to Annex 2 of Exhibit E hereto of its intent to effect a the related Take-out (provided, that the Borrower shall use commercially reasonable efforts to give the Administrative Agent at least ten (10) Business Days’ verbal notice of its intent to effect the related Take-out). Such Take-out Notice shall include the Receivables to be transferred by the Borrower on the related Take-out Date (the “Take-out Receivables”) as further described in Schedule I thereto (the “Schedule of Take-out Receivables”); (ii) unless a Take-out is to be effected on a Distribution Date (in which case the relevant calculations with respect to such Take-out shall be reflected on the applicable Monthly Report), the initial Servicer shall deliver to the Administrative Agent on or before the related Take-out Date: (A) a Take-out Date Certificate (which shall include a calculation of the Borrowing Base after giving effect to such Take-out), together with evidence to the reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Take-out Date to effect such Take-out in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Take-out and (B) a computer tape of the Receivables, both before and after giving effect to such Take-out; (iii) on the related Take-out Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Take-out and the release to the Borrower of the related Receivables on the related Take-out Date, (A) no Borrowing Base Deficiency exists or will result from such Take-outexists, (B) neither an Unmatured Event of Default nor an Event of Default has occurred, nor will either result from such Take-out, (C) the Excess Spread shall be no less than the Required Excess Spread and 3.5%, (D) the fractional portion of the Eligible Pool Balance that represents the aggregate Principal Balance of all Delinquent Receivables constituting Collateral will be no greater than the fractional portion of the Eligible Pool Balance that was represented by the aggregate Principal Balance of all Delinquent Receivables that constituted Collateral immediately prior to the release of the related Receivables and (E) the fractional portion of the Eligible Pool Balance that represents the aggregate Principal Balance of all Liquidated Receivables constituting Collateral will be no greater than the fractional portion of the Eligible Pool Balance that was represented by the aggregate Principal Balance of all Liquidated Receivables that constituted Collateral immediately prior to the release of the related Receivables; Receivables (provided, that if subclause (D) and/or (E) would not be satisfied on any Take-out Date, then the Receivables that continue to be owned by the Borrower following the related Take-out and that cause subclause (D) and/or (E) not to be satisfied shall thereafter (I) be deemed to be Ineligible Receivables for purposes of determining the Borrowing Base, (II) be excluded from both the numerator and the denominator when calculating the Delinquency Ratio, and (III) be excluded from both the numerator and the denominator when calculating the Serviced Portfolio Net Loss-to-Liquidation Ratio); (iv) on the related Take-out Date, the Servicer shall have received an amount equal to all Unreimbursed Servicer Advances associated with the Receivables to be released and the Administrative Agent shall have received, for the benefit of the Lenders and the Hedge Counterparties, as applicable, in immediately available funds, and shall then distribute to the applicable entities, an amount equal to the sum of (A) the portion of the Loans Outstanding to be prepaid, (B) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date (including Breakage Costs and Hedge Breakage Costs), and (C) all other Aggregate Unpaids with respect thereto; and (v) on or prior to the related Take-out Date, the Borrower shall have delivered to the Administrative Agent an updated Schedule of Receivables listing all Receivables that will continue to be owned by the Borrower immediately following the related Take-out. (b) The Borrower hereby agrees to pay the reasonable legal fees and out-of-pocket expenses of the Administrative Agent, the Lenders, and the Account Bank in connection with any Take-out (including expenses incurred in connection with the release of the Lien of the Administrative Agent, the Lenders and any other party having such an interest in the Receivables in connection with such Take-out). (c) In connection with any Take-out, on the related Take-out Date, subject to satisfaction of all of the conditions referred to in this Section 2.13Section, the Administrative Agent shall, at the expense of the Borrower (i) execute such instruments of release with respect to the Take-out portion of the Receivables (and the other related Collateral) to be released to the Borrower, including a Take-out Release, in favor of the Borrower as the Borrower may reasonably request, (ii) deliver, or cause to be delivered, any portion of the Take-out Receivables (and the other related Collateral) to be released to the Borrower in its possession to the Borrower and (iii) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent on the Take-out portion of the Receivables (and the other related Collateral) to be released to the Borrower and deliver to the Borrower the Take-out such Receivables and related Collateral.

Take-outs. (a) On any Business Day, the Borrower shall have the right to effect a Take-out by prepaying prepay all or a portion of the Loans Outstanding and require the Administrative Agent to release its security interest and Lien on a corresponding portion of Receivables pursuant to a Take-our Releasethe related Receivables, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent Agent, each Agent, the Servicer and the Backup Servicer at least five (5) Business Days’ prior written notice in the form of a Take-out Notice substantially similar to Annex 2 of Exhibit E hereto of its intent to effect a the related Take-out (provided, that the Borrower shall use commercially reasonable efforts to give the Administrative Agent Agent, each Agent, the Servicer, and the Backup Servicer at least ten (10) Business Days’ verbal notice of its intent to effect the related Take-out). Such Take-out Notice shall include the Receivables to be transferred by the Borrower on the related Take-out Date (the “Take-out Receivables”) as further described in Schedule I thereto (the “Schedule of Take-out Receivables”); (ii) unless a Take-out is to be effected on a Distribution Date (in which case the relevant calculations with respect to such Take-out shall be reflected on the applicable Monthly Report), the initial Servicer shall deliver to the Administrative Agent on or before the related Take-out Date: (A) a Take-out Date Certificate (which shall include a calculation of the Borrowing Base after giving effect to such Take-out), together with evidence to the reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Take-out Date to effect such Take-out in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Take-out and (B) a computer tape of the Receivables, both before and after giving effect to such Take-out; (iii) on the related Take-out Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Take-out and the release to the Borrower of the related Receivables on the related Take-out Date, (A) no Borrowing Base Deficiency exists or will result from such Take-outexists, (B) neither an Unmatured Event of Default nor an Event of Default has occurred, nor will either result from such Take-out, (C) the Excess Spread shall be no less than the Required Excess Spread and 3.5%, (D) the fractional portion of the Eligible Pool Balance that represents the aggregate Principal Balance of all Delinquent Receivables constituting Collateral will be no greater than the fractional portion of the Eligible Pool Balance that was represented by the aggregate Principal Balance of all Delinquent Receivables that constituted Collateral immediately prior to the release of the related Receivables and (E) the fractional portion of the Eligible Pool Balance that represents the aggregate Principal Balance of all Liquidated Receivables constituting Collateral will be no greater than the fractional portion of the Eligible Pool Balance that was represented by the aggregate Principal Balance of all Liquidated Receivables that constituted Collateral immediately prior to the release of the related Receivables; Receivables (provided, that if subclause (D) and/or (E) would not be satisfied on any Take-out Date, then the Receivables that continue to be owned by the Borrower following the related Take-out and that cause subclause (D) and/or (E) not to be satisfied shall thereafter (I) be deemed to be Ineligible Receivables for purposes of determining the Borrowing Base, (II) be excluded from both the numerator and the denominator when calculating the Conduit Portfolio Delinquency Ratio, and (III) be excluded from both the numerator and the denominator when calculating the Serviced Conduit Portfolio Net Loss-to-Liquidation Ratio); (iv) on the related Take-out Date, the Servicer shall have received an amount equal to all Unreimbursed Servicer Advances associated with the Receivables to be released and the Administrative Agent shall have received, for the benefit of the Lenders and the Hedge Counterparties, as applicable, in immediately available funds, and shall then distribute to the applicable entities, an amount equal to the sum of (A) the portion of the Loans Outstanding to be prepaid, (B) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date (including Breakage Costs and Hedge Breakage Costs), and (C) all other Aggregate Unpaids with respect thereto; and (v) on or prior to the related Take-out Date, the Borrower shall have delivered to the Administrative Agent an updated Schedule of Receivables listing all Receivables that will continue to be owned by the Borrower immediately following the related Take-out. (b) The Borrower hereby agrees to pay the reasonable legal fees and out-of-pocket expenses of the Administrative Agent, the Lenders, and the Account Bank in connection with any Take-out (including expenses incurred in connection with the release of the Lien of the Administrative Agent, the Lenders and any other party having such an interest in the Receivables in connection with such Take-out). (c) In connection with any Take-out, on the related Take-out Date, subject to satisfaction of all of the conditions referred to in this Section 2.13Section, the Administrative Agent shall, at the expense of the Borrower (i) execute such instruments of release with respect to the Take-out portion of the Receivables (and the other related Collateral) to be released to the Borrower, including a Take-out Release, in favor of the Borrower as the Borrower may reasonably request, (ii) deliver, or cause to be delivered, any portion of the Take-out Receivables (and the other related Collateral) to be released to the Borrower in its possession to the Borrower and (iii) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent on the Take-out portion of the Receivables (and the other related Collateral) to be released to the Borrower and deliver to the Borrower the Take-out such Receivables and related Collateral.

Take-outs. (a) On any Business Day, the Borrower shall have the right to effect a Take-out by prepaying prepay all or a portion of the Loans Outstanding and require the Administrative Agent to release its security interest and Lien on a corresponding portion of Receivables pursuant to a Take-our Releasethe related Receivables, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent Agent, (who will notify each Agent), the Servicer and the Backup Servicer at least five (5) ten Business Days’ ' prior written notice in the form of a Take-out Notice substantially similar to Annex 2 of Exhibit E hereto of its intent to effect a Take-out (provided, that the Borrower shall use commercially reasonable efforts to give the Administrative Agent at least ten (10) Business Days’ verbal notice of its intent to effect the related Take-out). Such Take-out Notice shall include the Receivables to be transferred by the Borrower on the related Take-out Date (the “Take-out Receivables”) as further described in Schedule I thereto (the “Schedule of Take-out Receivables”); ; (ii) unless a Take-out is to be effected on a Distribution Payment Date (in which case the relevant calculations with respect to such Take-out shall be reflected on the applicable Monthly Report), the initial Servicer shall deliver to the Administrative Agent on or before the related Take-out Date: (A) a Take-out Date Certificate (which shall include a calculation of the Borrowing Base after giving effect to such Take-out), together with evidence to the reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Take-out Date to effect such Take-out in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Take-out and (B) a computer tape of the Receivables, both before and after giving effect to such Take-out; ; 68 149194398v7 (iii) on the related Take-out Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Take-out and the release to the Borrower of the related Receivables on the related Take-out Date, (A) no Borrowing Base Deficiency exists or will result from such Take-outexists, (B) neither an Unmatured Termination Event of Default nor an a Termination Event of Default has occurred, nor will either result from such Take-out, (C) the Excess Spread shall be no less than the Required Excess Spread and (D) the fractional portion of the Eligible Pool Balance that represents the aggregate Adjusted Principal Balance of all Delinquent Receivables constituting Collateral will be no greater than 150175% of the fractional portion of the Eligible Pool Balance that was represented by the aggregate Adjusted Principal Balance of all Delinquent Receivables that constituted Collateral immediately prior to the release of the related Receivables and (D) the fractional portion of the Eligible Pool Balance that represents the aggregate Adjusted Principal Balance of all Liquidated Defaulted Receivables constituting Collateral will be no greater than 150% of the fractional portion of the Eligible Pool Balance that was represented by the aggregate Adjusted Principal Balance of all Liquidated Defaulted Receivables that constituted Collateral immediately prior to the release of the related Receivables; provided, that if subclause (D) would not be satisfied on any Take-out Date, then the Receivables that continue to be owned by the Borrower following the related Take-out and that cause subclause (D) not to be satisfied shall thereafter (I) be deemed to be Ineligible Receivables for purposes of determining the Borrowing Base, (II) be excluded from both the numerator and the denominator when calculating the Delinquency Ratio, and (III) be excluded from both the numerator and the denominator when calculating the Serviced Portfolio Net Loss-to-Liquidation Ratio); (iv) on the related Take-out Date, the Servicer shall have received an amount equal to all Unreimbursed Servicer Advances associated with the Receivables to be released and the Administrative Agent shall have received, for the benefit of the Lenders and the Hedge Counterparties, as applicable, in immediately available funds, and shall then distribute to the applicable entities, an amount equal to the sum of (A) the portion of the Loans Outstanding to be prepaid, (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the Loans Outstanding to be paid in connection with the Take-out, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date (including Breakage Costs and Hedge Breakage Costs), ) and (CD) all other Aggregate Unpaids with respect thereto; and and (v) on or prior to the related Take-out Date, the Borrower shall have delivered to the Administrative Agent an updated Schedule of Receivables listing all Receivables that will continue to be owned by the Borrower immediately following the related Take-out. (b) The Borrower hereby agrees to pay the reasonable legal fees and out-of-pocket expenses of the Administrative Agent, the Lenders, and the Account Bank in connection with any Take-out (including expenses incurred in connection with the release of the Lien of the Administrative Agent, the Lenders and any other party having such an interest in the Receivables in connection with such Take-out). (c) In connection with any Take-out, on the related Take-out Date, subject to satisfaction of all of the conditions referred to in this Section 2.13, the Administrative Agent shall, at the expense of the Borrower (i) execute such instruments of release with respect to the Take-out Receivables (and the other related Collateral) to be released to the Borrower, including a Take-out Release, in favor of the Borrower as the Borrower may reasonably request, (ii) deliver, or cause to be delivered, the Take-out Receivables (and the other related Collateral) to be released to the Borrower in its possession to the Borrower and (iii) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent on the Take-out Receivables (and the other related Collateral) to be released to the Borrower and deliver to the Borrower the Take-out Receivables and related Collateral.

Take-outs. (a) On any Business Day, the Borrower shall have the right to effect a Take-out by prepaying prepay all or a portion of the Loans Outstanding and require the Administrative Agent to release its security interest and Lien on a corresponding portion of Receivables pursuant to a Take-our Releasethe related Receivables, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent and the Servicer at least five (5) Business Days’ prior written notice in the form of a Take-out Notice substantially similar to Annex 2 of Exhibit E hereto of its intent to effect a the related Take-out (provided, that the Borrower shall use commercially reasonable efforts to give the Administrative Agent at least ten (10) Business Days’ verbal notice of its intent to effect the related Take-out). Such Take-out Notice shall include the Receivables to be transferred by the Borrower on the related Take-out Date (the “Take-out Receivables”) as further described in Schedule I thereto (the “Schedule of Take-out Receivables”); (ii) unless a Take-out is to be effected on a Distribution Date (in which case the relevant calculations with respect to such Take-out shall be reflected on the applicable Monthly Report), the initial Servicer shall deliver to the Administrative Agent on or before the related Take-out Date: (A) a Take-out Date Certificate (which shall include a calculation of the Borrowing Base after giving effect to such Take-out), together with evidence to the reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Take-out Date to effect such Take-out in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Take-out and (B) a computer tape of the Receivables, both before and after giving effect to such Take-out; (iii) on the related Take-out Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Take-out and the release to the Borrower of the related Receivables on the related Take-out Date, (A) no Borrowing Base Deficiency exists or will result from such Take-outexists, (B) neither an Unmatured Event of Default nor an Event of Default has occurred, nor will either result from such Take-out, (C) the Excess Spread shall be no less than the Required Excess Spread and 3.5%, (D) the fractional portion of the Eligible Pool Balance that represents the aggregate Principal Balance of all Delinquent Receivables constituting Collateral will be no greater than the fractional portion of the Eligible Pool Balance that was represented by the aggregate Principal Balance of all Delinquent Receivables that constituted Collateral immediately prior to the release of the related Receivables and (E) the fractional portion of the Eligible Pool Balance that represents the aggregate Principal Balance of all Liquidated Receivables constituting Collateral will be no greater than the fractional portion of the Eligible Pool Balance that was represented by the aggregate Principal Balance of all Liquidated Receivables that constituted Collateral immediately prior to the release of the related Receivables; Receivables (provided, that if subclause (D) and/or (E) would not be satisfied on any Take-out Date, then the Receivables that continue to be owned by the Borrower following the related Take-out and that cause subclause (D) and/or (E) not to be satisfied shall thereafter (I) be deemed to be Ineligible Receivables for purposes of determining the Borrowing Base, (II) be excluded from both the numerator and the denominator when calculating the Delinquency Ratio, and (III) be excluded from both clause (a) (but not clause (b)) of the numerator numerator, solely provided that the Recoveries in such clause (b) are received prior to and not within or after the sixth (6th) Collection Period following the Collection Period in which the Receivable became a Liquidated Receivable, and from the denominator when calculating the Serviced Portfolio Net Loss-to-Liquidation Ratio); (iv) on the related Take-out Date, the Servicer shall have received an amount equal to all Unreimbursed Servicer Advances associated with the Receivables to be released and the Administrative Agent shall have received, for the benefit of the Lenders and the Hedge Counterparties, as applicable, in immediately available funds, and shall then distribute to the applicable entities, an amount equal to the sum of (A) the portion of the Loans Outstanding to be prepaid, (B) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date (including Breakage Costs and Hedge Breakage Costs), and (C) all other Aggregate Unpaids with respect thereto; and (v) on or prior to the related Take-out Date, the Borrower shall have delivered to the Administrative Agent an updated Schedule of Receivables listing all Receivables that will continue to be owned by the Borrower immediately following the related Take-out. (b) The Borrower hereby agrees to pay the reasonable legal fees and out-of-pocket expenses of the Administrative Agent, the Lenders, and the Account Bank in connection with any Take-out (including expenses incurred in connection with the release of the Lien of the Administrative Agent, the Lenders and any other party having such an interest in the Receivables in connection with such Take-out). (c) In connection with any Take-out, on the related Take-out Date, subject to satisfaction of all of the conditions referred to in this Section 2.13Section, the Administrative Agent shall, at the expense of the Borrower (i) execute such instruments of release with respect to the Take-out portion of the Receivables (and the other related Collateral) to be released to the Borrower, including a Take-out Release, in favor of the Borrower as the Borrower may reasonably request, (ii) deliver, or cause to be delivered, any portion of the Take-out Receivables (and the other related Collateral) to be released to the Borrower in its possession to the Borrower and (iii) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent on the Take-out portion of the Receivables (and the other related Collateral) to be released to the Borrower and deliver to the Borrower the Take-out such Receivables and related Collateral.

Take-outs. (a) On any Business Day, the Borrower shall have the right to effect a Take-out by prepaying prepay all or a portion of the Loans Outstanding and require the Administrative Agent to release its security interest and Lien on a corresponding portion of Receivables pursuant to a Take-our Release, subject to the following terms and conditions:66 (i) the Borrower shall have given the Administrative Agent (who will notify each Agent), the Servicer and the Backup Servicer at least five (5) ten Business Days’ ' prior written notice in the form of a Take-out Notice substantially similar to Annex 2 of Exhibit E hereto of its intent to effect a Take-out (provided, that the Borrower shall use commercially reasonable efforts to give the Administrative Agent at least ten (10) Business Days’ verbal notice of its intent to effect the related Take-out). Such Take-out Notice shall include the Receivables to be transferred by the Borrower on the related Take-out Date (the “Take-out Receivables”) as further described in Schedule I thereto (the “Schedule of Take-out Receivables”); ; (ii) unless a Take-out is to be effected on a Distribution Payment Date (in which case the relevant calculations with respect to such Take-out shall be reflected on the applicable Monthly Report), the initial Servicer shall deliver to the Administrative Agent on or before the related Take-out Date: (A) a Take-out Date Certificate (which shall include a calculation of the Borrowing Base after giving effect to such Take-out), together with evidence to the reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Take-out Date to effect such Take-out in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Take-out and (B) a computer tape of the Receivables, both before and after giving effect to such Take-out; ; (iii) on the related Take-out Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Take-out and the release to the Borrower of the related Receivables on the related Take-out Date, (A) no Borrowing Base Deficiency exists or will result from such Take-outexists, (B) neither an Unmatured Termination Event of Default nor an a Termination Event of Default has occurred, nor will either result from such Take-out, (C) the Excess Spread shall be no less than the Required Excess Spread and (D) the fractional portion of the Eligible Pool Balance that represents the aggregate Adjusted Principal Balance of all Delinquent Receivables constituting Collateral will be no greater than 175% of the fractional portion of the Eligible Pool Balance that was represented by the aggregate Adjusted Principal Balance of all Delinquent Receivables that constituted Collateral immediately prior to the release of the related Receivables and (D) the fractional portion of the Eligible Pool Balance that represents the aggregate Adjusted Principal Balance of all Liquidated Defaulted Receivables constituting Collateral will be no greater than 150% of the fractional portion of the Eligible Pool Balance that was represented by the aggregate Adjusted Principal Balance of all Liquidated Defaulted Receivables that constituted Collateral immediately prior to the release of the related Receivables; provided, that if subclause (D) would not be satisfied on any Take-out Date, then the Receivables that continue to be owned by the Borrower following the related Take-out and that cause subclause (D) not to be satisfied shall thereafter (I) be deemed to be Ineligible Receivables for purposes of determining the Borrowing Base, (II) be excluded from both the numerator and the denominator when calculating the Delinquency Ratio, and (III) be excluded from both the numerator and the denominator when calculating the Serviced Portfolio Net Loss-to-Liquidation Ratio); (iv) on the related Take-out Date, the Servicer shall have received an amount equal to all Unreimbursed Servicer Advances associated with the Receivables to be released and the Administrative Agent shall have received, for the benefit of the Lenders and the Hedge Counterparties, as applicable, in immediately available funds, and shall then distribute to the applicable entities, an amount equal to the sum of (A) the portion of the Loans Outstanding to be prepaid, (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the Loans Outstanding to be paid in connection with the Take-out, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date (including Breakage Costs and Hedge Breakage Costs), and (C) all other Aggregate Unpaids with respect thereto; and (v) on or prior to the related Take-out Date, the Borrower shall have delivered to the Administrative Agent an updated Schedule of Receivables listing all Receivables that will continue to be owned by the Borrower immediately following the related Take-out. (b) The Borrower hereby agrees to pay the reasonable legal fees and out-of-pocket expenses of the Administrative Agent, the Lenders, and the Account Bank in connection with any Take-out (including expenses incurred in connection with the release of the Lien of the Administrative Agent, the Lenders and any other party having such an interest in the Receivables in connection with such Take-out). (c) In connection with any Take-out, on the related Take-out Date, subject to satisfaction of all of the conditions referred to in this Section 2.13, the Administrative Agent shall, at the expense of the Borrower (i) execute such instruments of release with respect to the Take-out Receivables (and the other related Collateral) to be released to the Borrower, including a Take-out Release, in favor of the Borrower as the Borrower may reasonably request, (ii) deliver, or cause to be delivered, the Take-out Receivables (and the other related Collateral) to be released to the Borrower in its possession to the Borrower and (iii) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent on the Take-out Receivables (and the other related Collateral) to be released to the Borrower and deliver to the Borrower the Take-out Receivables and related Collateral.67

Take-outs. (a) On any Business Day, the Borrower shall have the right to effect a Take-out by prepaying prepay all or a portion of the Loans Outstanding and require the Administrative Agent to release its security interest and Lien on a corresponding portion of Receivables pursuant to a Take-our Releasethe related Receivables, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent Agent, each Agent, the Servicer and the Backup Servicer at least five (5) Business Days’ prior written notice in the form of a Take-out Notice substantially similar to Annex 2 of Exhibit E hereto of its intent to effect a the related Take-out (provided, that the Borrower shall use commercially reasonable efforts to give the Administrative Agent Agent, each Agent, the Servicer, and the Backup Servicer at least ten (10) Business Days’ verbal notice of its intent to effect the related Take-out). Such Take-out Notice shall include the Receivables to be transferred by the Borrower on the related Take-out Date (the “Take-out Receivables”) as further described in Schedule I thereto (the “Schedule of Take-out Receivables”); (ii) unless a Take-out is to be effected on a Distribution Date (in which case the relevant calculations with respect to such Take-out shall be reflected on the applicable Monthly Report), the initial Servicer shall deliver to the Administrative Agent on or before the related Take-out Date: (A) a Take-out Date Certificate (which shall include a calculation of the Borrowing Base after giving effect to such Take-out), together with evidence to the reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Take-out Date to effect such Take-out in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Take-out and (B) a computer tape of the Receivables, both before and after giving effect to such Take-out; (iii) on the related Take-out Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Take-out and the release to the Borrower of the related Receivables on the related Take-out Date, (A) no Borrowing Base Deficiency exists or will result from such Take-outexists, (B) neither an Unmatured Event of Default nor an Event of Default has occurred, nor will either result from such Take-out, (C) the Excess Spread shall be no less than the Required Excess Spread and 4.5%, (D) the fractional portion of the Eligible Pool Balance that represents the aggregate Principal Balance of all Delinquent Receivables constituting Collateral will be no greater than the fractional portion of the Eligible Pool Balance that was represented by the aggregate Principal Balance of all Delinquent Receivables that constituted Collateral immediately prior to the release of the related Receivables and (E) the fractional portion of the Eligible Pool Balance that represents the aggregate Principal Balance of all Liquidated Receivables constituting Collateral will be no greater than the fractional portion of the Eligible Pool Balance that was represented by the aggregate Principal Balance of all Liquidated Receivables that constituted Collateral immediately prior to the release of the related Receivables; Receivables (provided, that if subclause (D) and/or (E) would not be satisfied on any Take-out Date, then the related Take-out may nevertheless occur, but the Receivables that continue to be owned by the Borrower following the related Take-out and that cause subclause (D) and/or (E) not to be satisfied shall thereafter (I) be deemed to be Ineligible Receivables for purposes of determining the Borrowing Base, (II) be excluded from both the numerator and the denominator when calculating the Conduit Portfolio Delinquency Ratio, and (III) be excluded from both clause (a) (but not clause (b)) of the numerator and from the denominator when calculating the Serviced Conduit Portfolio Net Loss-to-Liquidation Ratio); (iv) on the related Take-out Date, the Servicer shall have received an amount equal to all Unreimbursed Servicer Advances associated with the Receivables to be released and the Administrative Agent shall have received, for the benefit of the Lenders and the Hedge Counterparties, as applicable, in immediately available funds, and shall then distribute to the applicable entities, an amount equal to the sum of (A) the portion of the Loans Outstanding to be prepaid, (B) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date (including Breakage Costs and Hedge Breakage Costs), and (C) all other Aggregate Unpaids with respect thereto; and (v) on or prior to the related Take-out Date, the Borrower shall have delivered to the Administrative Agent an updated Schedule of Receivables listing all Receivables that will continue to be owned by the Borrower immediately following the related Take-out; provided, that the Borrower may not cause the release of any Receivables on any Take-out Date that were deemed to be Ineligible Receivables for purposes of determining the Borrowing Base pursuant to the parenthetical proviso to subclause (iii), above, on such Take-out Date or on any preceding Take-out Date without the prior consent of the Administrative Agent. (b) The Borrower hereby agrees to pay the reasonable legal fees and out-of-pocket expenses of the Administrative Agent, the Lenders, and the Account Bank in connection with any Take-out (including expenses incurred in connection with the release of the Lien of the Administrative Agent, the Lenders and any other party having such an interest in the Receivables in connection with such Take-out). (c) In connection with any Take-out, on the related Take-out Date, subject to satisfaction of all of the conditions referred to in this Section 2.13Section, the Administrative Agent shall, at the expense of the Borrower (i) execute such instruments of release with respect to the Take-out portion of the Receivables (and the other related Collateral) to be released to the Borrower, including a Take-Take- out Release, in favor of the Borrower as the Borrower may reasonably request, (ii) deliver, or cause to be delivered, any portion of the Take-out Receivables (and the other related Collateral) to be released to the Borrower in its possession to the Borrower and (iii) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent on the Take-out portion of the Receivables (and the other related Collateral) to be released to the Borrower and deliver to the Borrower the Take-out such Receivables and related Collateral.

Take-outs. (a) On any Business Day, the Borrower shall have the right to effect a Take-out by prepaying prepay all or a portion of the Loans Outstanding and require the Administrative Agent to release its security interest and Lien on a corresponding portion of Receivables pursuant to a Take-our Releasethe related Receivables, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent Agent, each Agent, the Servicer and the Backup Servicer at least five (5) ten Business Days’ ' prior written notice in the form of a Take-out Notice substantially similar to Annex 2 of Exhibit E hereto of its intent to effect a Take-out (provided, that the Borrower shall use commercially reasonable efforts to give the Administrative Agent at least ten (10) Business Days’ verbal notice of its intent to effect the related Take-out). Such Take-out Notice shall include the Receivables to be transferred by the Borrower on the related Take-out Date (the “Take-out Receivables”) as further described in Schedule I thereto (the “Schedule of Take-out Receivables”); ; (ii) unless a Take-out is to be effected on a Distribution Payment Date (in which case the relevant calculations with respect to such Take-out shall be reflected on the applicable Monthly Report), the initial Servicer shall deliver to the Administrative Agent on or before the related Take-out Date: (A) a Take-out Date Certificate (which shall include a calculation of the Borrowing Base after giving effect to such Take-out), together with evidence to the reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Take-out Date to effect such Take-out in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Take-out and (B) a computer tape of the Receivables, both before and after giving effect to such Take-out; ; (iii) on the related Take-out Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Take-Take- out and the release to the Borrower of the related Receivables on the related Take-Take- out Date, (A) no Borrowing Base Deficiency exists or will result from such Take-outexists, (B) neither an Unmatured Termination Event of Default nor an a Termination Event of Default has occurred, nor will either result from such Take-out, (C) the Excess Spread shall be no less than the Required Excess Spread and (D) the fractional portion of the Eligible Pool Balance that represents the aggregate Adjusted Principal Balance of all Delinquent Receivables constituting Collateral will be no greater than 150% of the fractional portion of the Eligible Pool Balance that was represented by the aggregate Principal Balance of all Delinquent Receivables that constituted Collateral immediately prior to the release of the related Receivables and the fractional portion of the Eligible Pool Balance that represents the aggregate Principal Balance of all Liquidated Receivables constituting Collateral will be no greater than the fractional portion of the Eligible Pool Balance that was represented by the aggregate Principal Balance of all Liquidated Receivables that constituted Collateral immediately prior to the release of the related Receivables; provided, that if subclause (D) would not be satisfied on any Take-out Date, then the Receivables that continue to be owned by the Borrower following the related Take-out and that cause subclause (D) not to be satisfied shall thereafter (I) be deemed to be Ineligible Receivables for purposes of determining the Borrowing Base, (II) be excluded from both the numerator and the denominator when calculating the Delinquency Ratio, and (III) be excluded from both the numerator and the denominator when calculating the Serviced Portfolio Net Loss-to-Liquidation Ratio); (iv) on the related Take-out Date, the Servicer shall have received an amount equal to all Unreimbursed Servicer Advances associated with the Receivables to be released and the Administrative Agent shall have received, for the benefit of the Lenders and the Hedge Counterparties, as applicable, in immediately available funds, and shall then distribute to the applicable entities, an amount equal to the sum of (A) the portion of the Loans Outstanding to be prepaid, (B) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date (including Breakage Costs and Hedge Breakage Costs), and (C) all other Aggregate Unpaids with respect thereto; and (v) on or prior to the related Take-out Date, the Borrower shall have delivered to the Administrative Agent an updated Schedule of Receivables listing all Receivables that will continue to be owned by the Borrower immediately following the related Take-out. (b) The Borrower hereby agrees to pay the reasonable legal fees and out-of-pocket expenses of the Administrative Agent, the Lenders, and the Account Bank in connection with any Take-out (including expenses incurred in connection with the release of the Lien of the Administrative Agent, the Lenders and any other party having such an interest in the Receivables in connection with such Take-out). (c) In connection with any Take-out, on the related Take-out Date, subject to satisfaction of all of the conditions referred to in this Section 2.13, the Administrative Agent shall, at the expense of the Borrower (i) execute such instruments of release with respect to the Take-out Receivables (and the other related Collateral) to be released to the Borrower, including a Take-out Release, in favor of the Borrower as the Borrower may reasonably request, (ii) deliver, or cause to be delivered, the Take-out Receivables (and the other related Collateral) to be released to the Borrower in its possession to the Borrower and (iii) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent on the Take-out Receivables (and the other related Collateral) to be released to the Borrower and deliver to the Borrower the Take-out Receivables and related Collateral.Adjusted

Take-outs. (a) On any Business Day, the Borrower shall have the right to effect a Take-out by prepaying prepay all or a portion of the Loans Outstanding and require the Administrative Agent to release its security interest and Lien on a corresponding portion of Receivables pursuant to a Take-our Releasethe related Receivables, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent Agent, each Agent, the Servicer and the Backup Servicer at least five (5) ten Business Days’ ' prior written notice in the form of a Take-out Notice substantially similar to Annex 2 of Exhibit E hereto of its intent to effect a Take-out (provided, that the Borrower shall use commercially reasonable efforts to give the Administrative Agent at least ten (10) Business Days’ verbal notice of its intent to effect the related Take-out). Such Take-out Notice shall include the Receivables to be transferred by the Borrower on the related Take-out Date (the “Take-out Receivables”) as further described in Schedule I thereto (the “Schedule of Take-out Receivables”); ; (ii) unless a Take-out is to be effected on a Distribution Payment Date (in which case the relevant calculations with respect to such Take-out shall be reflected on the applicable Monthly Report), the initial Servicer shall deliver to the Administrative Agent on or before the related Take-out Date: (A) a Take-out Date Certificate (which shall include a calculation of the Borrowing Base after giving effect to such Take-out), together with evidence to the reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Take-out Date to effect such Take-out in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Take-out and (B) a computer tape of the Receivables, both before and after giving effect to such Take-out; ; (iii) on the related Take-out Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Take-out and the release to the Borrower of the related Receivables on the related Take-out Date, (A) no Borrowing Base Deficiency exists or will result from such Take-outexists, (B) neither an Unmatured Termination Event of Default nor an a Termination Event of Default has occurred, nor will either result from such Take-out, (C) the Excess Spread shall be no less than the Required Excess Spread and (D) the fractional portion of the Eligible Pool Balance that represents the aggregate Adjusted Principal Balance of all Delinquent Receivables constituting Collateral will be no greater than 150% of the fractional portion of the Eligible Pool Balance that was represented by the aggregate Adjusted Principal Balance of all Delinquent Receivables that constituted Collateral immediately prior to the release of the related Receivables and (D) the fractional portion of the Eligible Pool Balance that represents the aggregate Adjusted Principal Balance of all Liquidated Defaulted Receivables constituting Collateral will be no greater than the fractional portion of the Eligible Pool Balance that was represented by the aggregate Principal Balance of all Liquidated Receivables that constituted Collateral immediately prior to the release of the related Receivables; provided, that if subclause (D) would not be satisfied on any Take-out Date, then the Receivables that continue to be owned by the Borrower following the related Take-out and that cause subclause (D) not to be satisfied shall thereafter (I) be deemed to be Ineligible Receivables for purposes of determining the Borrowing Base, (II) be excluded from both the numerator and the denominator when calculating the Delinquency Ratio, and (III) be excluded from both the numerator and the denominator when calculating the Serviced Portfolio Net Loss-to-Liquidation Ratio); (iv) on the related Take-out Date, the Servicer shall have received an amount equal to all Unreimbursed Servicer Advances associated with the Receivables to be released and the Administrative Agent shall have received, for the benefit of the Lenders and the Hedge Counterparties, as applicable, in immediately available funds, and shall then distribute to the applicable entities, an amount equal to the sum of (A) the portion of the Loans Outstanding to be prepaid, (B) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date (including Breakage Costs and Hedge Breakage Costs), and (C) all other Aggregate Unpaids with respect thereto; and (v) on or prior to the related Take-out Date, the Borrower shall have delivered to the Administrative Agent an updated Schedule of Receivables listing all Receivables that will continue to be owned by the Borrower immediately following the related Take-outDB1/ 139452285.4144571789. (b) The Borrower hereby agrees to pay the reasonable legal fees and out-of-pocket expenses of the Administrative Agent, the Lenders, and the Account Bank in connection with any Take-out (including expenses incurred in connection with the release of the Lien of the Administrative Agent, the Lenders and any other party having such an interest in the Receivables in connection with such Take-out). (c) In connection with any Take-out, on the related Take-out Date, subject to satisfaction of all of the conditions referred to in this Section 2.13, the Administrative Agent shall, at the expense of the Borrower (i) execute such instruments of release with respect to the Take-out Receivables (and the other related Collateral) to be released to the Borrower, including a Take-out Release, in favor of the Borrower as the Borrower may reasonably request, (ii) deliver, or cause to be delivered, the Take-out Receivables (and the other related Collateral) to be released to the Borrower in its possession to the Borrower and (iii) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent on the Take-out Receivables (and the other related Collateral) to be released to the Borrower and deliver to the Borrower the Take-out Receivables and related Collateral.