Common use of Take-outs Clause in Contracts

Take-outs. (a) On any Business Day, the Borrower shall have the right to prepay all or a portion of the Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the related Receivables, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer and the Backup Servicer at least ten Business Days' prior written notice of its intent to effect the related Take-out; (ii) unless a 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 initial Servicer shall deliver to the Administrative Agent (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, (B) neither an Unmatured Termination Event nor a Termination Event has occurred, nor will either result from such Take-out, (C) 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

Take-outs. (a) On any Business Day, the Borrower shall have the right to prepay all or a portion of the Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the related Receivables, subject to the following terms and conditions:66 (i) the Borrower shall have given the Administrative Agent, Agent (who will notify each Agent), the Servicer and the Backup Servicer at least ten Business Days' prior written notice of its intent to effect the related Take-out; (ii) unless a 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 initial Servicer shall deliver to the Administrative Agent (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, (B) neither an Unmatured Termination Event nor a Termination Event has occurred, nor will either result from such Take-out, (C) 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 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 AdjustedAdjusted Principal Balance of all Defaulted Receivables that constituted Collateral immediately prior to the release of the related Receivables; (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 67

Take-outs. (a) On any Business Day, the Borrower shall have the right to prepay all or a portion of the Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the related Receivables, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, (who will notify each Agent), the Servicer and the Backup Servicer at least ten Business Days' prior written notice of its intent to effect the related Take-out; (ii) unless a 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 initial Servicer shall deliver to the Administrative Agent (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- 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, (B) neither an Unmatured Termination Event nor a Termination Event has occurred, nor will either result from such Take-out, (C) 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 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 AdjustedAdjusted Principal Balance of all Defaulted Receivables that constituted Collateral immediately prior to the release of the related Receivables; (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 (D) 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.

Take-outs. (a) On any Business DayTake-Out Date, the Borrower Agent, with the consent of the Servicer, may direct the Servicer (on behalf of the Seller and the Agent) to sell the Contracts (or a portion thereof equal to at least the amount necessary to permit the Servicer to exercise its purchase rights pursuant to Section 2.05) to the Person designated by the Agent, with the consent of the Servicer, for the Fair Market Value thereof in connection with a Take-Out Securitization. All Take-Out Proceeds received from such a Take-Out Securitization shall be immediately deposited in the Collection Account for distribution pursuant to Section 5.02(d). In the event that the Fair Market Value of the Contracts subject to any such Take-Out Securitization would be less than the Minimum Purchase Price on the proposed Take-Out Date, the Agent shall have the right to prepay all or a portion (i) with the consent of the Loans Outstanding Investor and require the Administrative Banks, purchase the Contracts subject to the Take-Out Securitization for the Fair Market Value thereof or (ii) notify the Seller that the Investors and the Banks will not purchase any additional Receivable Interests hereunder. In the event that (A) the Agent exercises its option pursuant to release clause (i) of the immediately preceding sentence, (x) the Agent shall deposit into the Collection Account an amount equal to the Fair Market Value of the Contracts (for distribution in accordance with the provisions of Section 5.02(d)) and (y) the Seller's interest in such Contracts and in the related Receivables shall be deemed canceled without requirement for any future actions or (B) the Agent exercises its security interest option pursuant to clause (ii) of the immediately preceding sentence, the Seller shall retain title to the Contracts subject to the Take-Out Securitization (subject to the Banks and Lien on the Investors Receivable Interests in the related Receivables), subject to and all amounts in the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer and the Backup Servicer at least ten Business Days' prior written notice of its intent to effect the related Take-out; (ii) unless a Take-out is Collection Account to be effected distributed on a Payment Date (in which case the relevant calculations with respect to such Take-out succeeding Distribution Dates shall be reflected on the applicable Monthly Report), the initial Servicer shall deliver to the Administrative Agent (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 distributed in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Take-out Section 5.02(c). (b) The Seller and (B) a computer tape of the Receivables, both before each Servicer Party agree to take any 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, (B) neither an Unmatured Termination Event nor a Termination Event has occurred, nor will either result from such Take-out, (C) 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 actions reasonably required by the aggregate AdjustedAgent to effectuate any sale of Contracts described in this Section 2.

Take-outs. (a) On any Business Day, the Borrower shall have the right to prepay all or a portion of the Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the related Receivables, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer and the Backup Servicer at least ten Business Days' prior written notice of its intent to effect the related Take-out; (ii) unless a 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 initial Servicer shall deliver to the Administrative Agent (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, (B) neither an Unmatured Termination Event nor a Termination Event has occurred, nor will either result from such Take-out, (C) 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 AdjustedAdjusted 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 Defaulted Receivables constituting DB1/ 139452285.4144571789.

Take-outs. (a) On any Business DayTake-Out Date, the Borrower Agent, with the consent of the Servicer, may direct the Servicer (on behalf of the Seller and the Agent) to sell the Contracts (or a portion thereof equal to at least the amount necessary to permit the Servicer to exercise its purchase rights pursuant to Section 2.05) to the Person designated by the Agent, with the consent of the Servicer, for the Fair Market Value thereof in connection with a Take-Out Securitization. All Take-Out Proceeds received from such a Take-Out Securitization shall be immediately deposited in the Collection Account for distribution pursuant to Section 5.02(d). In the event that the Fair Market Value of the Contracts subject to any such Take-Out Securitization would be less than the Minimum Purchase Price on the proposed Take-Out Date, the Agent shall have the right to prepay all (i) purchase the Contracts subject to the Take-Out Securitization for the Fair Market Value thereof or a portion (ii) notify the Seller that the Investors and the Banks will not purchase any additional Receivable Interests hereunder. In the event that (A) the Agent exercises its option pursuant to clause (i) of the Loans Outstanding immediately preceding sentence, (x) the Agent shall deposit into the Collection Account an amount equal to the Fair Market Value of the Contracts (for distribution in accordance with the provisions of Section 5.02(d)) and require (y) the Administrative Seller's interest in such Contracts and in the related Receivables shall be deemed canceled without requirement for any future actions or (B) the Agent exercises its option pursuant to release its security interest clause (ii) of the immediately preceding sentence, the Seller shall retain title to the Contracts subject to the Take-Out Securitization (subject to the Banks and Lien on the Investors Receivable Interests in the related Receivables), subject to and all amounts in the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer and the Backup Servicer at least ten Business Days' prior written notice of its intent to effect the related Take-out; (ii) unless a Take-out is Collection Account to be effected distributed on a Payment Date (in which case the relevant calculations with respect to such Take-out succeeding Distribution Dates shall be reflected on the applicable Monthly Report), the initial Servicer shall deliver to the Administrative Agent (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 distributed in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Take-out Section 5.02(c). (b) The Seller and (B) a computer tape of the Receivables, both before each Servicer Party agree to take any 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, (B) neither an Unmatured Termination Event nor a Termination Event has occurred, nor will either result from such Take-out, (C) 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 actions reasonably required by the aggregate AdjustedAgent to effectuate any sale of Contracts described in this Section 2.