Common use of Securitizations Clause in Contracts

Securitizations. (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 (and the other related Collateral) in connection with a Securitization, which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities Intermediary, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator), as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary in connection with any Securitization (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 Securitization).

Securitizations. (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 (and the other related Collateral) in connection with a Securitization, which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities Intermediary, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a the Bank Originator), as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary in connection with any Securitization (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 Securitization).

Securitizations. (a) On any Business Day, the Borrower shall have the right to prepay all or a portion Except as set forth in Section 4.24 of the Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the related Receivables (and the other related Collateral) in connection with a Securitization, which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditionsProvidian Disclosure Schedule: (i) Each of Providian or its applicable Subsidiary and, to the Borrower shall have given the Administrative Agentknowledge of Providian, each Agentother party thereto has performed in all material respects each obligation to be performed by it under each of the Providian Securitization Documents, including the Servicerfiling of any financing statements, continuation statements or amendments under the Securities Intermediary, Uniform Commercial Code of each applicable jurisdiction with the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto;appropriate filing offices. (ii) unless Each of the Providian Securitization Interests, each series of certificates or other securities issued by the Providian Master Trust, each series of notes or other securities issued by any Providian Owner Trust and each of the Providian Securitization Documents to which Providian, any Subsidiary, Providian Owner Trust or the Providian Master Trust, as the case may be, is a Securitization party is to be effected on in full force and effect and is a Payment Date (in which valid, binding and enforceable obligation of Providian or such Subsidiary, Providian Owner Trust or the Providian Master Trust, as the case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report)may be, the Servicer shall deliver and, to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitizationknowledge of Providian, including a calculation of the Borrowing Base after giving effect other parties thereto, subject to such Securitization applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer and any distribution other laws affecting creditors’ rights generally and to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on the Receivables, both before and after giving effect to such Securitization;general equitable principles. (iii) on True and complete copies of the related Providian Securitization DateDocuments have been made available to Washington Mutual and there have been no amendments or modifications to the Providian Securitization Documents made since the date such copies were made available to Washington Mutual. (iv) Neither the Pooling and Servicing Agreement nor any Supplement are required to be qualified as an indenture under the Trust Indenture Act of 1939, as amended, and neither the Providian Master Trust nor any of the Providian Owner Trusts are required to be registered as an investment company under the Investment Company Act of 1940, as amended. The sale of all securities issued by the Providian Master Trust and the Providian Owner Trusts were either duly registered under, or were exempt from the registration requirements of, the following shall be true and correct and Securities Act. (v) Providian is not acting as subservicer on behalf of either CompuCredit Corporation or Cardholder Management Services, LLC in connection with any transaction to which either the Borrower shall be deemed to have certified that after giving effect to CSQG Trust or the Securitization and Presidio Trust is a party. (vi) PNB is the release to the Borrower sole owner of the related Receivables Bank’s Interest under the Pooling and Servicing Agreement and no Supplemental Interest exists. (and vii) No event or condition exists which is or with either notice or the other related Collateral) on the related Securitization Date, passage of time would (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitizationconstitute a default, event of default, or early amortization event, (B) no Borrowing Base Deficiency existsrequire any accelerated application of cash flows received in respect of the Providian Securitization Receivables, or (C) no Unmatured Event trigger any requirement under any Providian Securitization Document to (x) fund an increase in any spread account or similar account (other than with respect to spread accounts that have already been funded), (y) draw on any such account under the terms of Defaultany Providian Securitization Document or (z) otherwise increase any credit enhancement required under the Providian Securitization Documents (each, Event of an “Adverse Development”). (viii) No event or condition exists which constitutes an Adverse Development or a Servicer Default or Facility Amortization Event other similar event permitting the termination of the Servicer under the Providian Securitization Documents (a “Servicer Default or Termination”). (ix) On a consolidated basis, Providian has occurred properly accounted for the sale of the Providian Securitization Receivables under GAAP, including Statement of Financial Accounting Standards No. 125 or results from such release Statement of Financial Accounting Standards No. 140, as applicable. (x) The consummation of the transactions contemplated hereby (including, without limitation, the Merger and Securitization, provided that the Borrower may effect a Securitization during Subsidiary Merger) shall not cause the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator), as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all Adverse Development or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 Servicer Default or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000Termination. (bxi) The Borrower hereby agrees On a consolidated basis, Providian is not required to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agentconsolidate any variable interest entity under GAAP, the Lendersincluding FIN 46, the Servicer, the Backup Servicer and the Securities Intermediary in connection with any Securitization transaction related to a Providian Owner Trust or the Providian Master Trust. (including expenses incurred in connection with xii) Neither Providian nor any of its Subsidiaries owns or has owned any security issued by a Providian Owner Trust or the release Providian Master Trust that includes an embedded derivative under GAAP, except for any such securities owned only at the date of the Lien of the Administrative Agent, the Lenders and any other party having such an interest in the Receivables in connection with such Securitization)issuance thereof.

Securitizations. (a) On any Business Day, the Borrower shall have the right to prepay all or a portion Each of the Loans Outstanding Target Companies, in each case, to the extent that it is a servicer of any Securitization Transaction (in such a capacity, a “Securitization Servicer”) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and require has performed in all material respects all of its respective obligations under the Administrative Agent Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to release its security interest and Lien on the related Receivables (and the other related Collateral) be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any Securitization Transaction, and each such filing complied in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as of the date on which it was issued in any Securitization Transaction, any untrue statement of a Securitizationmaterial fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which release shall be delivered they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction. (c) No event of default, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of notice, the passage of time, or both would constitute any such event. (d) None of the Target Companies has acted in the form capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities Intermediary, the Backup Servicer and the Electronic Vault Provider (solely Transaction with respect to any Electronic Contracts) at least thirty (30) days’ (payments of principal or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitizationinterest in connection with any issued securities; provided, however, that for the Borrower purposes of this representation, none of the Target Companies shall only be required deemed a “guarantor” or “credit enhancer” solely by reason of owning or holding any credit residual, subordinate interest, credit reserve account or similar instrument or account related to provide at least two any Securitization Transaction. (2e) Business Days’ prior notice Section 3.19(e) of Parent's Disclosure Letter lists all of the Securitization Transactions as of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such partiesSecuritization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As of the date hereof, (i) no material claim has been made since January 1, 2009 pursuant to an indemnification obligation, and need not provide (ii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As of the date hereof, to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such notice Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes in the ordinary course of business or (ii) pursuant to the Electronic Vault Provider terms and conditions of a Securitization Instrument with respect to any existing Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent delinquencies and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator), as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000defaulted Contracts. (bi) The Borrower hereby agrees Parent has made available to pay the reasonable out-of-pocket legal fees Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and expenses of the Administrative Agent, the Lenders, the Securitization Servicer, the Backup Servicer and the Securities Intermediary in connection with any Securitization (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 Securitization).

Securitizations. (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 (and the other related Collateral) in connection with a Securitization, Securitization which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities IntermediaryAccount Bank, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if to the extent such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; , provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; and provided further, that, for the avoidance of doubt, such two (2) Business Days’ notice period shall not apply with respect to the initial transfer of Receivables by the Borrower to a Special Purpose Affiliate in connection with any new Securitization; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization Securitization) and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.082.07, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator)Originators, as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); , (y) each of the Backup Servicer and the Securities Intermediary Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date date; and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (excess, if any) , of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F2.14(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv2.14(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, provided that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii2.07(a)(xiii);. (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, Agent a list specifying the Receivables being released pursuant to such Securitization; and (Avi) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000dollars. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary Account Bank in connection with any Securitization (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 Securitization).

Securitizations. (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 (and the other related Collateral) in connection with a Securitization, which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities IntermediaryAccount Bank, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization Securitization) and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, ; (B) no Borrowing Base Deficiency exists, ; (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization; provided, provided that the Borrower may effect affect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, ; (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, ; (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein therein; and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator), as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary Account Bank in connection with any Securitization (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 Securitization).

Securitizations. (a) On any Business DaySo long as no Termination Event has occurred, the Borrower shall have the right on any Business Day to prepay all or (subject to clause (v) below) a portion of the Loans Outstanding and require request the Administrative Agent to release its security interest and Lien ▇▇▇▇ on the related Receivables (and the other related Collateral) in connection with a Securitization, which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the The Borrower shall have given the Administrative Agent, each AgentSecured Parties, the Servicer, the Securities Intermediary, the Backup Servicer Paying Agent and the Electronic Vault Provider (solely with respect to any Electronic Contracts) Custodian at least thirty five (305) daysBusiness Days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; providedSecuritization and, however, that the Borrower shall only be required to provide at least two (2) Business Days’ Days prior notice to such parties, and need not provide such notice to the Electronic Vault Provider closing of the Securitization, shall provide the Secured Parties with respect all information reasonably required by it to any existing produce the related Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; providedRelease, that such notice is delivered substantially in the form set forth in Annex 2 of attached hereto as Exhibit G hereto;H. (ii) unless Each Securitization shall reduce the Loans Outstanding either (A) to $0.00 or (B) to no less than $[***]; provided, however, that notwithstanding the foregoing provisions of this Section, the Administrative Agent may, acting in good faith, permit a Securitization following the occurrence of a Termination Event provided that such Securitization satisfies the other provisions of this Section and shall reduce the Loans Outstanding to $0.00. (iii) Unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) Secured Parties a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z))updated Receivable Data, together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions); provided that, for the avoidance of doubt, the Administrative Agent shall not incur (and does not assume) and (B) a computer tape any liability in connection with the same detail as a Monthly Loan Tape determination by the Servicer or the Borrower that the Borrower has sufficient funds on the Receivables, both before and after giving related Securitization Date to effect to such Securitization;Securitization in accordance with this Agreement. (iiiiv) on On the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that that, after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the SecuritizationSecuritization (except as is necessary to comply with normal and customary eligibility criteria for asset-backed securities transactions involving retail auto loan receivables similar to the Receivables), (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate relating to an earlier date as set forth therein date, and (FC) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of no Unmatured Termination Event, Termination Event, Early Amortization Event or Unmatured Servicer Termination Event, has occurred or will result from such Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator), as applicable;. (ivv) on On the related Securitization Date, (x) the Borrower shall have paidpay directly to the Secured Parties, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall paid (such amount to be an amount not less than allocated pro rata among the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepaymentlenders based on the Invested Percentages of the Lenders), (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined estimated by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitization, and (C) an aggregate amount equal to the sum of all other amounts Aggregate Unpaids then due and owing payable with respect thereto. The amount paid pursuant 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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs1) clauses (A) and (DB) all other Aggregate Unpaids with respect thereto shall be deposited in the Collection Account to be applied as Available Funds pursuant to Section 2.08 on the Securitization Date or next Payment Date (excludingor on such Payment Date, for if the avoidance of doubt, Securitization Date is on a Payment Date) and (2) clause (C) shall be paid to the Persons to whom such amounts are to be owed on such Securitization Date. In the event that the Administrative Agent subsequently determines that the actual accrued and unpaid Interest attributable to that portion of the aggregate Loans Outstanding not being prepaid on paid in connection with the Securitization Date is in excess of the amount of accrued and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable estimated pursuant to the foregoing clauses clause (x) and (y) of this Section 2.15(a)(ivA), shall, at the Borrower’s discretion, Borrower will remit or cause to be distributed remitted the amount of such excess to the Borrower Lenders in immediately available funds on such Securitization Date; provided, that, for the avoidance date of doubtthe Administrative Agent’s request or, if the Securitization Date is a Payment Datecommercially impracticable, any promptly upon such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii);request. (vvi) at least two (2) Business Days prior to On the related Securitization Date, the Borrower Servicer shall have delivered to the Administrative Agentreceived, the Agentsin immediately available funds, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables all amounts due and payable by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000Servicer under this Agreement. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees fees, expenses and expenses indemnities of the Administrative Custodian, the Paying Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary Secured Parties in connection with any Securitization (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 Secured Parties in connection with such Securitization). (c) In connection with any Securitization, on the related Securitization Date, subject to satisfaction of the conditions referred to in this Section, the Administrative Agent shall, at the expense of the Borrower, (i) execute such instruments of release with respect to the portion of the related Receivables (and the other related Collateral) to be released to the Borrower, including a Securitization Release, in favor of the Borrower as the Borrower may reasonably request, (ii) deliver or cause to be delivered any portion of the related Receivables (and the other related Collateral) to be released to the Borrower to the Borrower and (iii) otherwise take such actions, and cause or permit the Servicer to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent on the portion of the related Receivables (and the other related Collateral) to be released to the Borrower and deliver to the Borrower such related Receivables and related Collateral.

Securitizations. (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 (and the other related Collateral) in connection with a Securitization, which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities IntermediaryImage File Custodian, the Account Bank and the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two five (25) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization parties if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Class A Borrowing Base and the Total Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)Securitization), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Class A Borrowing Base Deficiency or Total Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator)Originators, as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); , and (y) each of the Backup Servicer Servicer, the Image File Custodian and the Securities Intermediary Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii)date; (v) at least two (2) five Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, Agents and the Image File Custodian a list specifying the Receivables being released pursuant to such Securitization; and (Avi) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding that are Class A Loans shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,0005,000,000 dollars. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer Servicer, the Image File Custodian and the Securities Intermediary Account Bank in connection with any Securitization (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 Securitization).

Securitizations. Each Borrower hereby acknowledges that the Lenders and each of their Affiliates may sell or securitize the Borrowings (a “Securitization”) through the pledge of the Borrowings as collateral security for loans to such Lenders or their Affiliates or through the sale of the Borrowings or the issuance of direct or indirect interests in the Borrowings, which loans to such Lenders or their Affiliate or direct or indirect interests will be rated by ▇▇▇▇▇’▇, Standard & Poor’s or one or more other rating agencies (the “Rating Agencies”). Parent and each Borrower shall cooperate with such Lenders and their Affiliates to effect the Securitization including, without limitation, by (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 (amending this Agreement and the other related Collateral) Loan Documents, and executing such additional documents, as reasonably requested by such Lenders in connection with a Securitization, which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities Intermediary, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that (i) any such amendment or additional documentation does not impose additional costs on Borrowers, and (ii) any such amendment or additional documentation does not adversely affect the Borrower rights, or increase the obligations, of Borrowers under the Loan Documents or change or affect in a manner adverse to Borrowers the financial terms of the Borrowings, (b) providing such information as may effect a Securitization during be reasonably requested by such Lenders in connection with the occurrence rating of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents Borrowings or the Aggregate Unpaids shall be paid in full as a result of such Securitization, and (Dc) if providing in connection with any rating of the Borrowings a certificate (i) agreeing to indemnify such Lenders and any of their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Liabilities”) to which such Lenders, their Affiliates or such Securitization Date is not Parties may become subject insofar as the Liabilities arise out of or are based upon a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) breach of any of the representations and warranties contained in Sections 5.01 Section 5.19, and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) agreeing to reimburse such Lenders and any of the definition of Securitization, the purchase price relating to their Affiliates for any legal or other expenses reasonably incurred by such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator), as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid Persons in connection with defending the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000Liabilities. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary in connection with any Securitization (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 Securitization).

Securitizations. (a) On any Business Day, the Borrower shall have the right to prepay all or a portion Section 3.28(a) of the Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the related Receivables Company Disclosure Schedule lists all Securitization Transactions (and the other related Collateralcorresponding Securitization SPVs) as of the date hereof together with the amount of funding outstanding thereunder (by class or tranche of debt outstanding) as of the date hereof. (b) Section 3.28(b) of the Company Disclosure Schedule is a true, correct and complete list of all Securitization Instruments currently in effect or which otherwise have not been completely discharged (including with respect to any obligations which may survive the termination thereof), and lists all notices, notifications, consents, filings, ratings confirmations, authorizations, approvals and deliveries required under the Securitization Instruments in connection with a Securitizationthe consummation of the transactions contemplated by this Agreement (such required notices, which release shall be delivered notifications, consents, filings, ratings confirmations, authorizations, approvals and deliveries, whether or not set forth in the form Company Disclosure Schedule, the “Securitization Consents”). True, correct and complete copies of all Securitization Instruments have been made available to the Parent. (c) All Securitization Instruments (i) are legal, valid and binding obligations of the Securitization Release on Company or its Subsidiaries party thereto and, to the Securitization DateCompany’s Knowledge, each of the other parties thereto and (ii) are in full force and effect and enforceable in accordance with their terms subject to the following terms Bankruptcy and conditions: Equity Exception. Neither the Company nor any of its Subsidiaries (and no Affiliate of the Company) and, to the Company’s Knowledge, no other party to a Securitization Instrument, is in material default or breach under, or has failed to perform any of its respective obligations in any material respect under, any Securitization Instrument. No event, condition or omission has occurred and is continuing that would constitute a material breach, violation or default, event of default, servicer event of default or similar event (whether by lapse of time or notice or both) under any Securitization Instrument. Neither the Company nor any of its Subsidiaries (or any Affiliate thereof) has Knowledge of, nor has the Company or any of its Subsidiaries (or any Affiliate thereof) received any notice or communication from any Person asserting (i) the Borrower shall have given occurrence of, any breach, violation or default, event of default, servicer event of default or similar event, under any Securitization Instrument (and to the Administrative AgentCompany’s Knowledge, each Agentno event has occurred or is continuing that would reasonably be expected to give rise to any of the foregoing events) or (ii) that any provision of a Securitization Instrument is not effective or is not a legally valid, binding and enforceable obligation of any party thereto (all such notices or communications, “Securitization Instrument Notices”). Section 3.28(c) of the ServicerCompany Disclosure Schedule lists all Securitization Instrument Notices received by the Company and its Subsidiaries since January 1, the Securities Intermediary, the Backup Servicer and the Electronic Vault Provider 2008 (solely including with respect to matters designated in Section 3.28(c) of the Company Disclosure Schedule as having been waived or cured). (d) To the extent that the Company or any Electronic Contracts) at least thirty (30) days’ (of its Subsidiaries acts as the servicer under a Securitization Instrument, the Company or such lesser number of days as agreed to by Subsidiary has performed its servicing obligations in compliance with the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that such notice is delivered in the form applicable servicing standard set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct Instrument in all material respects. (e) No securities were issued or sold in any Securitization Transaction by the Company or any of its Subsidiaries in violation of Section 5 of the Securities Act. There is no Action pending or, except to the Company’s Knowledge, threatened, in which it is alleged that any private placement memorandum or other offering document issued in any Securitization Transaction, or any amendment or supplement thereto, contained, as of the date on which it was issued, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Company nor any of its Subsidiaries, in each case to the extent that such representations and warranties expressly relate it is an issuing entity in any Securitization Transaction, is required to register as an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) investment company under the Investment Company Act of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator)1940, as applicable;amended. (ivf) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables Except as set forth in Section 2.15(a)(iii)(F3.28(f) over the Company Disclosure Schedule, none of the Company’s Subsidiaries is required to make periodic filings in compliance with the reporting requirements of the Exchange Act with respect to any Securitization Transaction. (g) Section 3.28(g) of the Company Disclosure Schedule lists the Company and each of its Subsidiaries which is a “securitizer” within the meaning of Section 15G(a)(3) of the Exchange Act (“Exchange Act ABS Securitizer”). For each Exchange Act ABS Securitizer, Section 3.28(g) of the Company Disclosure Schedule sets forth, in tabular format for each applicable Securitization Transaction as of December 31, 2010, the number of claims made with respect to, and the dollar amount and percentage of the applicable securitized pool of assets represented by: (A) (i) assets that were the subject of a demand for repurchase or replacement by the Company or its Subsidiaries under the Securitization Instruments, (ii) assets that were repurchased or replaced by the Company or its Subsidiaries in connection with a demand for repurchase or replacement under the Securitization Instruments, (iii) assets that were not repurchased or replaced by the Company or its Subsidiaries in respect of demands for repurchase and replacement under the Securitization Instruments, and (iv) assets pending repurchase or replacement by the Company or its Subsidiaries in respect of demands for repurchase or replacement made under the Securitization Instruments; and (B) defaulted assets and assets that were the amounts payable pursuant to subject of a “force majeure event” (as defined in the foregoing clauses (xapplicable Securitization Instruments) and (y) that were the subject of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables an optional repurchase by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 Company or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000its Subsidiaries. (bh) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses Section 3.28(h) of the Administrative AgentCompany Disclosure Schedule lists all ratings downgrades or withdrawals, or notices that a rating is on watch for possible downgrade, issued by any nationally recognized statistical rating agency since January 1, 2008 in respect of securities issued pursuant to Securitization Transactions which were rated “investment grade” (i.e., at least “BBB” or its equivalent) at issuance by such rating agency. (i) Except as set forth in Section 3.28(i) of the LendersCompany Disclosure Schedule, neither the ServicerCompany nor any of its Subsidiaries has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has the Backup Servicer and the Securities Intermediary Company or any of its Subsidiaries provided any type of guarantee in any Securitization Transaction with respect to any payments of principal and/or interest (or related shortfall) in connection with any issued securities. Section 3.28(i) of the Company Disclosure Schedule lists for each applicable Securitization Transaction the aggregate amount of payments made through December 31, 2010 pursuant to any Securitization Instrument pursuant to which the Company or any of its Subsidiaries acts as a guarantor or credit enhancer. For the purposes of this Section 3.28(i), neither the Company nor any of its Subsidiaries is a “guarantor” or “credit enhancer” solely by reason of owning or holding any credit residual, subordinate interest, credit reserve account or similar instrument or account related to a Securitization Transaction or by reason of providing market standard reimbursement or indemnities under a Securitization Instrument. (including expenses incurred j) Section 3.28(j) of the Company Disclosure Schedule lists all outstanding claims of Persons requesting reimbursement or indemnification from a Company Party pursuant to any Securitization Instrument other than pursuant to the distribution provisions of any such Securitization Instrument. (k) Section 3.28(k) of the Company Disclosure Schedule lists all derivatives Contracts (i.e., swaps, ▇▇▇▇▇▇ or other derivatives), if any, to which the Company or any of its Subsidiaries is a party 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 a Securitization Transaction (including with respect to securities issued in connection with such Securitizationa Securitization Transaction). (l) The Company has made available to Parent true and accurate copies of the most recent servicer and/or trustee reports distributed in respect of each Securitization Transaction.

Securitizations. (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 (and the other related Collateral) in connection with a Securitization, which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities IntermediaryImage File Custodian, the Account Bank and, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two five (25) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization parties if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Class A Borrowing Base and the Total Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)Securitization), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Class A Borrowing Base Deficiency or Total Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator)Originators, as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); , and (y) each of the Backup Servicer Servicer, the Image File Custodian and the Securities Intermediary Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii)date; (v) at least two (2) five Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the AgentsAgents and, the Image File Custodian and the Electronic Vault Provider (solely with respect to any Electronic Contracts) a list specifying the Receivables being released pursuant to such Securitization; and (Avi) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding that are Class A Loans shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,0005,000,000 dollars. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer Servicer, the Image File Custodian and the Securities Intermediary Account Bank in connection with any Securitization (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 Securitization).

Securitizations. (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 (and the other related Collateral) in connection with a Securitization, Securitization which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities IntermediaryAccount Bank, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if to the extent such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; , provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; and provided further, that, for the avoidance of doubt, such two (2) Business Days’ notice period shall not apply with respect to the initial transfer of Receivables by the Borrower to a Special Purpose Affiliate in connection with any new Securitization; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization Securitization) and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided 66 that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.082.07, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator), as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); , (y) each of the Backup Servicer and the Securities Intermediary Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date date; and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (excess, if any) , of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F2.14(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv2.14(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, provided that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii2.07(a)(xiii);. (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, Agent a list specifying the Receivables being released pursuant to such Securitization; and (Avi) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000dollars. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary Account Bank in connection with any Securitization (including expenses incurred in connection 67 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 Securitization).

Securitizations. (a) On any Business DaySecuritization Date, the Borrower SPV 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 (and the other related Collateral) in accordance with Section 2.8 hereof in connection with the sale and assignment of all or a Securitization, which release shall be delivered in the form portion of the Securitization Release on Affected Assets, as the Securitization Datecase may be (each, a “Securitization”), subject to the following terms and conditions: (i) the Borrower SPV shall have given the Administrative Agent, each Agent, the Servicer, the Securities Intermediary, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) Facility Agent at least thirty fifteen (3015) daysBusiness Days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that unless such notice is delivered in waived or reduced by the form set forth in Annex 2 of Exhibit G heretoFacility Agent; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such any Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver in connection with a Permitted Term Securitization Transaction; (iii) to the Administrative Agent and each Agent (A) a extent that the proposed Securitization Date Certificate (which shall include the relevant calculations with regard relates to such Securitization, including a calculation less than all of the Borrowing Base Loans outstanding at such time, after giving effect to such Securitization and any distribution the assignment to the Borrower SPV of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction all or a portion of the Administrative Agent and Affected Assets, as the Agents that the Borrower shall have sufficient funds case may be, on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related any Securitization Date, (Av) no adverse selection procedures the aggregate outstanding principal amount of all the Loans shall have been used by not exceed the Borrower with respect to lesser of the Receivables that will remain subject to this Agreement after giving effect to Facility Limit and the SecuritizationBorrowing Base, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (Ew) the representations and warranties contained in Sections 5.01 Section 3.1 and 5.02 are true and 3.2, hereof shall continue to be correct in all material respects, except to the extent that such representations and warranties expressly relate relating to an earlier date date, (x) the eligibility of any Pool Receivable remaining as set forth therein and part of the Affected Assets after the Securitization will be redetermined as of the Securitization Date according to the terms hereof (F) with respect to any Receivables being transferred pursuant to provided that, for the avoidance of doubt, clause (iiw) of the definition of SecuritizationEligible Receivable shall continue to be tested as of the date such Receivable was added as a Pool Receivable), (y) the purchase price relating Concentration Limit Excess will be redetermined as of the Securitization Date according to such Receivables the terms hereof, and (z) neither an Potential Termination Event nor a Termination Event shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator), as applicablecontinuing or shall have resulted from such Securitization; (iv) on the related Securitization Date, (x) the Borrower Facility Agent, on behalf of each Administrator, Lender, and Hedge Counterparty shall have paidreceived, as applicable, in immediately available funds, an amount reasonably determined by the Facility Agent to equal to the applicable entities sum of (Ax) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, plus (By) an amount equal to all unpaid Interest interest on such portion of the Loans to be paid (including Interest not yet accrued) to the extent reasonably determined it is requested that such interest be paid at such time by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitizationapplicable Administrator), plus (Cz) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Facility Agent, the Lenders Servicer, the Backup Servicer, the Custodian, the Administrators, the Lenders, the Indemnified Parties and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Transaction Documents, to the extent accrued to such date and to accrue thereafter (including Breakage Costs including, without limitation, breakage costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two five (25) Business Days prior to the related each Securitization Date, the Borrower SPV shall have delivered to the Administrative Agent, the Agents, Facility Agent a list specifying the all Pool Receivables being released to be sold and assigned pursuant to such Securitization; and (Avi) if such Securitization constitutes a transfer of Receivables by in selecting the Borrower Affected Assets to a Special Purpose Affiliate during be included in the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding there shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, no adverse selection which could reasonably be expected to be materially unfavorable to the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000Secured Parties. (b) In connection with any Securitization, simultaneously with the receipt by the Facility Agent on behalf of the Administrators of the amounts referred to in clause (iv) above, there shall be sold and assigned to the SPV without recourse, representation or warranty all of the right, title and interest of the Facility Agent for the benefit of the Secured Parties in, to and under the portion of the Affected Assets so retransferred and such portion of the Affected Assets so retransferred shall be released from the lien of this Agreement (subject to the requirements of clause (iii) above). (c) The Borrower SPV hereby agrees to pay the reasonable out-of-pocket and documented legal fees and expenses of the Administrative Facility Agent, the Lenders, the Servicer, the Backup Servicer each Administrator and the Securities Intermediary Secured Parties in connection with any Securitization (including including, but not limited to, expenses incurred in connection with the release of the Lien lien of the Administrative Agent, the Lenders and any other party having such an interest Facility Agent in the Receivables Affected Assets in connection with such Securitization). (d) In connection with any Securitization, on the related Securitization Date, the Facility Agent, on behalf of the Secured Parties, shall, at the expense of the SPV and pursuant to Section 6.8, (i) execute such instruments of release with respect to the portion of the Affected Assets to be retransferred to the SPV, in recordable form if necessary, in favor of the SPV as the SPV may reasonably request, (ii) deliver any portion of the Affected Assets to be retransferred to the SPV in its possession to the SPV and (iii) otherwise take such actions as are necessary and appropriate to release the lien of the Facility Agent and the Secured Parties on the portion of the Affected Assets to be retransferred to the SPV and release and deliver to the SPV such portion of the Affected Assets to be retransferred to the SPV.

Securitizations. (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 (and the other related Collateral) in connection with a Securitization, which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities Intermediary, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator)Originators, as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (vi) (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary in connection with any Securitization (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 Securitization).

Securitizations. (a) On any Business Day, the Borrower shall have the right to prepay all or (subject to clause (iv) below) a portion of the Loans Outstanding and require request the Administrative Agent to release its security interest and Lien on the related Receivables (and the other related Collateral) in connection with a Securitization, which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the The Borrower shall have given the Administrative Agent, each AgentHedge Counterparty, the Servicer, the Securities IntermediaryAccount Bank, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) Custodian at least thirty (30) daysleast[***]Business Days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; providedSecuritization and, however, that the Borrower shall only be required to provide at least two (2) [***]Business Days’ Days prior notice to such parties, and need not provide such notice to the Electronic Vault Provider closing of the Securitization, shall provide the Administrative Agent with respect all information reasonably required by it to any existing produce the related Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; providedRelease, that such notice is delivered substantially in the form set forth in Annex 2 of attached hereto as Exhibit G hereto;I. (ii) unless Unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer Borrower shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which and the Servicer shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z))deliver an updated data tape, together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of 155673.00101/154424345v.13 the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on the Receivables, both before and after giving effect to such Securitization;). (iii) on On the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that that, after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures procedure shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the SecuritizationSecuritization (except as is necessary to comply with normal and customary eligibility criteria for asset-backed securities transactions involving retail auto loan receivables similar to the Receivables), (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate relating to an earlier date as set forth therein date, (C) no Unmatured Termination Event, Termination Event, Servicer Termination Event or Unmatured Servicer Termination Event, has occurred or results from such Securitization, and (FD) with respect to any Receivables being transferred pursuant to clause (ii1) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator), as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of unless the aggregate Loans Outstanding to be prepaidand all other Obligations are fully repaid with the proceeds from such Securitization and/or a capital contribution from the Parent, which the aggregate Loans Outstanding shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist exceed $[***] after giving effect to such Securitization and such prepayment(2) any remaining Receivables with respect to which more than [***]% of any Scheduled Payment remains unpaid for more than [***] days after the related due date as of the Securitization Date will no longer be considered an Eligible Receivable. (iv) On the related Securitization Date, the Administrative Agent shall have received, for the benefit of the Secured Parties, in immediately available funds, (BA) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined estimated by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitization, (CB) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Owner Trustee, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date and to accrue thereafter (including any Breakage Costs and Hedge Breakage Costs) and (DC) all other Aggregate Unpaids then due and payable with respect thereto thereto. The amount paid pursuant to (excluding1) clause (A) shall be deposited in the Collection Account to be applied as Available Funds pursuant to Section 2.08 on the next Payment Date (or on such Payment Date, for if the avoidance of doubt, Securitization Date is on a Payment Date) and (2) clauses (B) and (C) shall be paid to the Persons to whom such amounts are to be owed on such Securitization Date. In the event that the Administrative Agent subsequently determines that the actual accrued and unpaid Interest attributable to that portion of the aggregate Loans Outstanding not being prepaid on paid in connection with the Securitization Date is in excess of the amount of accrued and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable estimated pursuant to the foregoing clauses clause (x) and (y) of this Section 2.15(a)(ivA), shall, at the Borrower’s discretion, Borrower will remit or cause to be distributed remitted the amount of such excess to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii);Administrative Agent promptly upon request. (v) at least two (2) Business Days prior to On the related Securitization Date, the Borrower Servicer shall have delivered to the Administrative Agentreceived, the Agentsin immediately available funds, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables all amounts due and payable by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000.Servicer under this Agreement. 155673.00101/154424345v.13 (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees fees, expenses and expenses indemnities of the Administrative Agent, the LendersCustodian, the Backup Servicer, the Backup Account Bank, the Servicer and the Securities Intermediary Lenders in connection with any Securitization (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 Securitization). (c) In connection with any Securitization, on the related Securitization Date, subject to satisfaction of the conditions referred to in this Section, the Administrative Agent shall, at the expense of the Borrower, (i) execute such instruments of release with respect to the portion of the Receivables (and the other related Collateral) to be released to the Borrower, including a Securitization Release, in favor of the Borrower as the Borrower may reasonably request, (ii) deliver or cause to be delivered any portion of the Receivables (and the other related Collateral) to be released to the Borrower to the Borrower and (iii) otherwise take such actions, and cause or permit the Servicer to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent on the portion of the Receivables (and the other related Collateral) to be released to the Borrower and deliver to the Borrower such Receivables and related Collateral.

Securitizations. (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 (and the other related Collateral) in connection with a Securitization, which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities Intermediary, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a SecuritizationSecuritization in the form set forth in Annex 2 of Exhibit G hereto; provided, however, that the Borrower shall only be required to provide at least two five (25) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider Provider, with respect to any existing Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that further, that, for the avoidance of doubt, such five (5) Business Day notice is delivered period shall not apply with respect to the initial transfer of Receivables by the Borrower to a Special Purpose Affiliate in the form set forth in Annex 2 of Exhibit G hereto;connection with any new Securitization. (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Total Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z2.14(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-arm’s- length transactions) and (B) a computer tape with the same detail as a the Monthly Loan Tape on the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Total Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, ; provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator), as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary in connection with any Securitization (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 Securitization).,

Securitizations. (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 (and the other related Collateral) in connection with a Securitization, Securitization which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities IntermediaryAccount Bank, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice LEGAL02/4049656702/41783784v137 LEGAL02/40496567v15 LEGAL02/41254404v5 LEGAL02/42659188v3 to the Electronic Vault Provider with respect to any existing Securitization if to the extent such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; , provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; and provided further, that, for the avoidance of doubt, such two (2) Business Days’ notice period shall not apply with respect to the initial transfer of Receivables by the Borrower to a Special Purpose Affiliate in connection with any new Securitization; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization Securitization) and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.082.07, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator)Originators, as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such LEGAL02/4049656702/41783784v137 LEGAL02/40496567v15 LEGAL02/41254404v5 LEGAL02/42659188v3 Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); , (y) each of the Backup Servicer and the Securities Intermediary Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date date; and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (excess, if any) , of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F2.14(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv2.14(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, provided that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii2.07(a)(xiii);. (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, Agent a list specifying the Receivables being released pursuant to such Securitization; and (Avi) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000dollars. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary Account Bank in connection with any Securitization (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 Securitization).

Securitizations. (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 (and the other related Collateral) in connection with a Securitization, Securitization which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities IntermediaryAccount Bank, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if to the extent such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; , provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; and provided further, that, for the avoidance of doubt, such two (2) Business Days’ notice period shall not apply with respect to the initial transfer of Receivables by the Borrower to a Special Purpose Affiliate in connection with any new Securitization; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization Securitization) and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such LEGAL02/42338653v2 Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.082.07, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator)Originators, as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); , (y) each of the Backup Servicer and the Securities Intermediary Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date date; and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (excess, if any) , of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F2.14(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv2.14(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, provided that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii2.07(a)(xiii);. (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, Agent a list specifying the Receivables being released pursuant to such Securitization; and (Avi) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000dollars. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary Account Bank in connection with any Securitization (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 Securitization).. 64 LEGAL02/42338653v2

Securitizations. (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 (and the other related Collateral) in connection with a Securitization, which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) The Company and each of its Subsidiaries, in each case to the Borrower shall have given extent that it is a servicer of any Securitization Transaction (in such a capacity, a "Securitization Servicer"), is in compliance in all material respects with all contracts or agreements to which it is bound under such Securitization Transaction (collectively referred to as the Administrative Agent"Securitization Instruments"). The Company and each of its Subsidiaries, in each case to the extent that it is a Securitization Issuing Entity, has performed in all material respects all of its respective obligations under the Securitization Instruments. The Company and each of its Subsidiaries, in each case to the extent that it is a Securitization Depositor, has performed in all material respects all of its respective obligations under the Securitization Instruments. (ii) Since January 1, 2004, each AgentSecuritization Depositor has made or caused to be made all filings required to be made by it under the Exchange Act, or has otherwise corrected any errant filings or resolved any such filings with the ServicerSEC. There are no pending or, to the knowledge of the Company, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any private placement memorandum or other offering document, or any amendments or supplements thereto contained, as of the date on which it was issued in any Securitization Transaction, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by the Company or any of its Subsidiaries in violation of Section 5 of the Securities IntermediaryAct in any Securitization Transaction. No Securitization Issuing Entity is required to register as an investment company under the Investment Company Act of 1940, as amended. (iii) Since July 1, 2005, no nationally recognized statistical rating agency has downgraded or withdrawn its rating of any securities that were rated at least BBB or its equivalent by any Ratings Agency at issuance of any Securitization Transaction or placed any such ratings on a credit watch for possible downgrade, except for any such event that has resulted from a downgrade, withdrawal or credit watch with respect to the Backup Servicer credit rating of a third party credit enhancement provider and except for any such event not caused by the Electronic Vault Provider actions or inactions of any FinanceCo Company. (solely iv) No Event of Default, Service Default or similar event has occurred under any Securitization Instrument and no cash trapping trigger event or other event requiring the increase of credit enhancement for any Securitization Transaction has occurred except (A) as described on Schedule 5.2(bb)(iv) or (B) any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets. (v) Except as provided in Schedule 5.2(bb)(v), neither the Company, nor any of its Subsidiaries, has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has the Company or any of its Subsidiaries provided any type of guaranty in any Securitization Transaction with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number payments of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitizationprincipal and/or interest in connection with any issued securities; provided, however, that for the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such partiespurposes of this representation, and need not provide such notice to neither the Electronic Vault Provider with respect to Company nor any existing Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower its Subsidiaries shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower a "guarantor" or "credit enhancer" solely by reason of the owning or holding any credit residual, subordinate interest, credit reserve account or similar instrument or account related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator), as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000Transaction. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary in connection with any Securitization (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 Securitization).

Securitizations. (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 (and the other related Collateral) in connection with a Securitization, Securitization which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities IntermediaryAccount Bank, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if to the extent such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; , provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; and provided further, that, for the avoidance of doubt, such two (2) Business Days’ notice period shall not apply with respect to the initial transfer of Receivables by the Borrower to a Special Purpose Affiliate in connection with any new Securitization; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization Securitization) and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base 66 Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.082.07, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator), as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); , (y) each of the Backup Servicer and the Securities Intermediary Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date date; and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (excess, if any) , of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F2.14(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv2.14(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, provided that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii2.07(a)(xiii);. (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, Agent a list specifying the Receivables being released pursuant to such Securitization; and (Avi) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000dollars. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary Account Bank in connection with any Securitization (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 Securitization).

Securitizations. (a) On any Business DaySecuritization Date, the Borrower SPV 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 (and the other related Collateral) in accordance with Section 2.8 hereof in connection with the sale and assignment of all or a Securitization, which release shall be delivered in the form portion of the Securitization Release on Affected Assets, as the Securitization Datecase may be (each, a “Securitization”), subject to the following terms and conditions: (i) the Borrower SPV shall have given the Administrative Agent, each Agent, the Servicer, the Securities Intermediary, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) Facility Agent at least thirty fifteen (3015) daysBusiness Days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that unless such notice is delivered in waived or reduced by the form set forth in Annex 2 of Exhibit G heretoFacility Agent; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such any Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver in connection with a Permitted Term Securitization Transaction; (iii) to the Administrative Agent and each Agent (A) a extent that the proposed Securitization Date Certificate (which shall include the relevant calculations with regard relates to such Securitization, including a calculation less than all of the Borrowing Base Loans outstanding at such time, after giving effect to such Securitization and any distribution the assignment to the Borrower SPV of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction all or a portion of the Administrative Agent and Affected Assets, as the Agents that the Borrower shall have sufficient funds case may be, on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related any Securitization Date, (Av) no adverse selection procedures the aggregate outstanding principal amount of all the Loans shall have been used by not exceed the Borrower with respect to lesser of the Receivables that will remain subject to this Agreement after giving effect to Facility Limit and the SecuritizationBorrowing Base, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (Ew) the representations and warranties contained in Sections 5.01 Section 3.1 and 5.02 are true and 3.2, hereof shall continue to be correct in all material respects, except to the extent that such representations and warranties expressly relate relating to an earlier date date, (x) the eligibility of any Pool Receivable remaining as set forth therein part of the Affected Assets after the Securitization will be redetermined as of the Securitization Date according to the terms hereof, (y) the Concentration Limit Excess will be redetermined as of the Securitization Date according to the terms hereof, and (Fz) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables neither an Potential Termination Event nor a Termination Event shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator), as applicablecontinuing or shall have resulted from such Securitization; (iv) on the related Securitization Date, (x) the Borrower Facility Agent, on behalf of each Administrator, Lender, and Hedge Counterparty shall have paidreceived, as applicable, in immediately available funds, an amount reasonably determined by the Facility Agent to equal to the applicable entities sum of (Ax) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, plus (By) an amount equal to all unpaid Interest interest on such portion of the Loans to be paid (including Interest not yet accrued) to the extent reasonably determined it is requested that such interest be paid at such time by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitizationapplicable Administrator), plus (Cz) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Facility Agent, the Lenders Servicer, the Backup Servicer, the Custodian, the Administrators, the Lenders, the Indemnified Parties and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Transaction Documents, to the extent accrued to such date and to accrue thereafter (including Breakage Costs including, without limitation, breakage costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days on or prior to the related each Securitization Date, the Borrower SPV shall have delivered to the Administrative Agent, the Agents, Facility Agent a list specifying the all Pool Receivables being released to be sold and assigned pursuant to such Securitization; and (Avi) if such Securitization constitutes a transfer of Receivables by in selecting the Borrower Affected Assets to a Special Purpose Affiliate during be included in the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding there shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, no adverse selection which could reasonably be expected to be materially unfavorable to the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000Secured Parties. (b) In connection with any Securitization, simultaneously with the receipt by the Facility Agent on behalf of the Administrators of the amounts referred to in clause (iv) above, there shall be sold and assigned to the SPV without recourse, representation or warranty all of the right, title and interest of the Facility Agent for the benefit of the Secured Parties in, to and under the portion of the Affected Assets so retransferred and such portion of the Affected Assets so retransferred shall be released from the lien of this Agreement (subject to the requirements of clause (iii) above). (c) The Borrower SPV hereby agrees to pay the reasonable out-of-pocket and documented legal fees and expenses of the Administrative Facility Agent, the Lenders, the Servicer, the Backup Servicer each Administrator and the Securities Intermediary Secured Parties in connection with any Securitization (including including, but not limited to, expenses incurred in connection with the release of the Lien lien of the Administrative Agent, the Lenders and any other party having such an interest Facility Agent in the Receivables Affected Assets in connection with such Securitization). (d) In connection with any Securitization, on the related Securitization Date, the Facility Agent, on behalf of the Secured Parties, shall, at the expense of the SPV and pursuant to Section 6.8, (i) execute such instruments of release with respect to the portion of the Affected Assets to be retransferred to the SPV, in recordable form if necessary, in favor of the SPV as the SPV may reasonably request, (ii) deliver any portion of the Affected Assets to be retransferred to the SPV in its possession to the SPV and (iii) otherwise take such actions as are necessary and appropriate to release the lien of the Facility Agent and the Secured Parties on the portion of the Affected Assets to be retransferred to the SPV and release and deliver to the SPV such portion of the Affected Assets to be retransferred to the SPV.

Securitizations. (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 (and the other related Collateral) in connection with a Securitization, which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities IntermediaryImage File Custodian, the Account Bank and the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) 30 days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Class A Borrowing Base and the Total Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)Securitization), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Class A Borrowing Base Deficiency or Total Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, and (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator), as applicabletherein; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); , and (y) each of the Backup Servicer Servicer, the Image File Custodian and the Securities Intermediary Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii)date; (v) at least two (2) five Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, Agents and the Image File Custodian a list specifying the Receivables being released pursuant to such Securitization; and (Avi) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding that are Class A Loans shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,0005,000,000 dollars. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer Servicer, the Image File Custodian and the Securities Intermediary Account Bank in connection with any Securitization (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 Securitization).

Securitizations. (a) On any Business DaySecuritization Date, the Borrower SPV 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 (and the other related Collateral) in accordance with Section 2.8 hereof in connection with the sale and assignment of all or a Securitization, which release shall be delivered in the form portion of the Securitization Release on Affected Assets, as the Securitization Datecase may be (each, a “Securitization”), subject to the following terms and conditions: (i) the Borrower SPV shall have given the Administrative Agent, each Agent, the Servicer, the Securities Intermediary, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) Facility Agent at least thirty fifteen (3015) daysBusiness Days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that unless such notice is delivered in waived or reduced by the form set forth in Annex 2 of Exhibit G heretoFacility Agent; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such any Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver in connection with a Permitted Term Securitization Transaction; (iii) to the Administrative Agent and each Agent (A) a extent that the proposed Securitization Date Certificate (which shall include the relevant calculations with regard relates to such Securitization, including a calculation less than all of the Borrowing Base Loans outstanding at such time, after giving effect to such Securitization and any distribution the assignment to the Borrower SPV of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction all or a portion of the Administrative Agent and Affected Assets, as the Agents that the Borrower shall have sufficient funds case may be, on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related any Securitization Date, (Av) no adverse selection procedures the aggregate outstanding principal amount of all the Loans shall have been used by not exceed the Borrower with respect to lesser of the Receivables that will remain subject to this Agreement after giving effect to Facility Limit and the SecuritizationBorrowing Base, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (Ew) the representations and warranties contained in Sections 5.01 3.1 and 5.02 are true and 3.2 hereof shall continue to be correct in all material respects, except to the extent that such representations and warranties expressly relate relating to an earlier date date, (x) the eligibility of any Pool Receivable remaining as set forth therein part of the Affected Assets after the Securitization will be redetermined as of the Month End Date immediately preceding the Securitization Date according to the terms hereof, (y) the Concentration Limit Excess will be redetermined as of the Month End Date immediately preceding the Securitization Date according to the terms hereof, and (Fz) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables neither an Potential Termination Event nor a Termination Event shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator), as applicablecontinuing or shall have resulted from such Securitization; (iv) on the related Securitization Date, (x) the Borrower Facility Agent, on behalf of each Administrator, Lender, and Hedge Counterparty shall have paidreceived, as applicable, in immediately available funds, an amount reasonably determined by the Facility Agent to equal to the applicable entities sum of (Ax) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, plus (By) an amount equal to all unpaid Interest interest on such portion of the Loans to be paid (including Interest not yet accrued) to the extent reasonably determined it is requested that such interest be paid at such time by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitizationapplicable Administrator), plus (Cz) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Facility Agent, the Lenders Servicer, the Backup Servicer, the Custodian, the Administrators, the Lenders, the Indemnified Parties and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Transaction Documents, to the extent accrued to such date and to accrue thereafter (including Breakage Costs including, without limitation, breakage costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days on or prior to the related each Securitization Date, the Borrower SPV shall have delivered to the Administrative Agent, the Agents, Facility Agent a list specifying the all Pool Receivables being released to be sold and assigned pursuant to such Securitization; and (Avi) if such Securitization constitutes a transfer of Receivables by in selecting the Borrower Affected Assets to a Special Purpose Affiliate during be included in the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding there shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, no adverse selection which could reasonably be expected to be materially unfavorable to the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000Secured Parties. (b) In connection with any Securitization, simultaneously with the receipt by the Facility Agent on behalf of the Administrators of the amounts referred to in clause (iv) above, there shall be sold and assigned to the SPV without recourse, representation or warranty all of the right, title and interest of the Facility Agent for the benefit of the Secured Parties in, to and under the portion of the Affected Assets so retransferred and such portion of the Affected Assets so retransferred shall be released from the lien of this Agreement (subject to the requirements of clause (iii) above). (c) The Borrower SPV hereby agrees to pay the reasonable out-of-pocket and documented legal fees and expenses of the Administrative Facility Agent, the Lenders, the Servicer, the Backup Servicer each Administrator and the Securities Intermediary Secured Parties in connection with any Securitization (including including, but not limited to, expenses incurred in connection with the release of the Lien lien of the Administrative Agent, the Lenders and any other party having such an interest Facility Agent in the Receivables Affected Assets in connection with such Securitization). (d) In connection with any Securitization, on the related Securitization Date, the Facility Agent, on behalf of the Secured Parties, shall, at the expense of the SPV and pursuant to Section 6.8, (i) execute such instruments of release with respect to the portion of the Affected Assets to be retransferred to the SPV, in recordable form if necessary, in favor of the SPV as the SPV may reasonably request, (ii) deliver any portion of the Affected Assets to be retransferred to the SPV in its possession to the SPV and (iii) otherwise take such actions as are necessary and appropriate to release the lien of the Facility Agent and the Secured Parties on the portion of the Affected Assets to be retransferred to the SPV and release and deliver to the SPV such portion of the Affected Assets to be retransferred to the SPV.

Securitizations. (a) On any Business Day, the Borrower shall have the right right, by executing a Securitization Release in connection with a Securitization, to prepay all or a portion of the Loans Outstanding and require the Collateral Agent (at the direction of the Administrative Agent Agent) to release its security interest and Lien on the related Receivables (and the other related Collateral) in connection with a Securitization, which release shall be delivered in the form of the Securitization Release on the Securitization Date), subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, the Collateral Agent, each Agent, the Servicer, the Securities IntermediaryImage File Custodian, the Backup Servicer Paying Agent and the Electronic Vault Provider (solely with respect to any Electronic Contracts) Backup Servicer, if any, at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice (in the form of Annex II to Exhibit G) of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Class A Borrowing Base and the Total Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)Securitization), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect so that no Class A Borrowing Base Deficiency or Total Borrowing Base Deficiency results from such Securitization in accordance with this AgreementSecuritization, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures (taking into consideration the eligibility criteria applicable to the related Securitization) shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization; provided, that, if the prepayment in connection with such Securitization is in an amount that is less than 100% of the Loans Outstanding, the Administrative Agent shall have confirmed in writing to the Borrower that it has determined, in its reasonable discretion, that such procedures will not result in an adverse selection of the Receivables subject to this Agreement, (B) no Class A Borrowing Base Deficiency or Total Borrowing Base Deficiency exists, (C) no Unmatured Event of or Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 5.03 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of by the definition of Borrower or Heights/SouthernCo Entity in connection with such Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management Borrower and the related Originators (other than a Bank Originator)SouthernCo, as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders Agent and the Hedge CounterpartiesLenders, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); , and (y) each of the Collateral Agent, the Backup Servicer Servicer, the Image File Custodian and the Securities Intermediary Paying Agent shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii)date; (v) at least two five (25) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Collateral Agent, the Agents, the Borrower Loan Trustee, and the Image File Custodian, a list specifying the Receivables being released pursuant to such Securitization; and; (Avi) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding that are Class A Loans shall be reduced by a minimum aggregate amount of $1,000,000 or 5,000,000 dollars; (Bvii) for any other Securitization, the Loans Outstanding that are to be prepaid shall be reduced by not exceed the amount necessary to avoid a minimum aggregate amount of $5,000,000Class A Borrowing Base Deficiency or a Total Borrowing Base Deficiency after giving effect to the Receivables sold to the Securitization; (viii) the Administrative Agent shall have consented to such Securitization; and (ix) if the Administrative Agent has sent to the Borrower a request to repurchase Specified Delinquent Receivables pursuant to Section 5.06(h), the Borrower has caused such repurchase to occur. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Collateral Agent, the Lenders, the Servicer, the Backup Servicer Servicer, the Image File Custodian and the Securities Intermediary Paying Agent in connection with any Securitization (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 Securitization).

Securitizations. (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 (and the other related Collateral) in connection with a Securitization, which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities IntermediaryAccount Bank, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization Securitization) and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, ; (B) no Borrowing Base Deficiency exists, ; (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization; provided, provided that the Borrower may effect affect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, ; (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, ; (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein therein; and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator), as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower▇▇▇▇▇▇▇▇’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary Account Bank in connection with any Securitization (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 Securitization).

Securitizations. (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 (and the other related Collateral) in connection with a Securitization, Securitization which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities IntermediaryAccount Bank, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice LEGAL02/41783784v7 to the Electronic Vault Provider with respect to any existing Securitization if to the extent such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; , provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; and provided further, that, for the avoidance of doubt, such two (2) Business Days’ notice period shall not apply with respect to the initial transfer of Receivables by the Borrower to a Special Purpose Affiliate in connection with any new Securitization; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization Securitization) and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.082.07, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator)Originators, as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such LEGAL02/41783784v7 Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); , (y) each of the Backup Servicer and the Securities Intermediary Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date date; and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (excess, if any) , of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F2.14(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv2.14(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, provided that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii2.07(a)(xiii);. (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, Agent a list specifying the Receivables being released pursuant to such Securitization; and (Avi) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000dollars. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary Account Bank in connection with any Securitization (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 Securitization).

Securitizations. (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 (and the other related Collateral) in connection with a Securitization, which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities IntermediaryAccount Bank, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two three (23) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider Provider, with respect to any existing Securitization if to the extent such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; , provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G heretoG; and provided further, that, for the avoidance of doubt, such three (3) Business Days’ notice period shall not apply with respect to the initial transfer of Receivables by the Borrower to a Special Purpose Affiliate in connection with any new Securitization; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Class A Borrowing Base and the Total Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Class A Borrowing Base Deficiency or Total Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator)Originators, as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); , (y) each of the Backup Servicer and the Securities Intermediary Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date date; and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (excess, if any) , of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to in the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, provided that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii);. (v) at least two three (23) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, Agent and the Agents, Agents a list specifying the Receivables being released pursuant to such Securitization; and (Avi) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding that are Class A Loans shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000dollars. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary Account Bank in connection with any Securitization (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 Securitization).

Securitizations. (a) On any Business Day, the Borrower shall have the right to prepay all or (subject to clause (vii) below) a portion of the Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the related Receivables (and the other related Collateral) in connection with a Securitization, which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the The Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities Intermediary, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) Agent at least thirty (30) days15 Business Days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto;. (ii) unless Unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z))an updated Monthly Loan Tape, together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on the Receivables, both before and after giving effect transactions to such Securitization;Persons other than Santander Consumer). (iii) on On the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) the 31-60 Day Delinquency Ratio and the 61-90 Day Delinquency Ratio after giving effect to such Securitization shall be less than or equal to such ratio immediately prior to such Securitization (determined on and after the Group A-1/A-2 Effective Date both with respect to the Group A-1 Receivables and the Group A-2 Receivables), (B) no adverse selection procedures procedure shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections Section 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate relating to an earlier date as set forth therein date, (D) neither an Unmatured Termination Event nor a Termination Event has occurred or results from such Securitization and (FE) with respect there shall not exist a Group A-1 Borrowing Base Deficiency or a Group A-2 Borrowing Base Deficiency and, if such Securitization Date occurs during any calendar month prior to any Receivables being transferred pursuant to clause (ii) of the definition of SecuritizationDetermination Date for such calendar month, the purchase price relating to such Receivables there shall be at fair market value as no reason to conclude that a Group A-1 Borrowing Base Deficiency or a Group A-2 Borrowing Base Deficiency will be determined in good faith by the Borrowerto exist on such Determination Date. Notwithstanding any other provision of this Agreement, Regional Management and the related Originators (other than a Bank Originator), as applicable; (iv) on the related Securitization Date, (x) upon the written instructions of the Borrower, the Administrative Agent shall release from its Lien, any and all Delinquent Receivables, Defaulted Receivables and Charged-off Receivables designated in such instructions, without any payment by the Borrower in respect of the Principal Balances of such released Receivables. (iv) On the related Securitization Date, the Administrative Agent shall have paidreceived, for the benefit of the Lenders and the Hedge Counterparties, as applicable, in immediately available funds, to the applicable entities (A) for the portion of the aggregate Loans Outstanding to be prepaid, 100% for the principal amount of the Loans Outstanding that are being prepaid (which amount shall be an amount not less than the reduction in the principal amount of the Loans Outstanding that will be necessary so that no Group A-1 Borrowing Base Deficiency or Group A-2 Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepaymentSecuritization), (B) an amount in respect of Interest equal to all unpaid Interest the product of (including Interest not yet accruedi) to the extent reasonably determined by weighted average APR of the Administrative Agent Receivables that are to be attributable to that portion released on such Securitization Date, weighted on the basis of the aggregate Loans Outstanding Aggregate Net Principal Balance of such Receivables divided by 12 and (ii) the Aggregate Net Principal Balance of the Receivables that are to be paid in connection with the Securitizationreleased on such Securitization Date, (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 Transaction Documents, to the extent accrued to such date and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto thereto. The amount paid pursuant to (excluding1) clause (A) shall be applied on such Securitization Date to the payment of principal on the Loans Outstanding (allocated on and after the Group A-1/A-2 Effective Date, for to the avoidance of doubtClass A-1 Loans and the Class A-2 Loans, based on the pro rata portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer Group A-1 Receivables and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing Group A-2 Receivables, respectively, to such party on such date and (z) if which the Receivables in connection with such Securitization Date is not a Payment Daterelate), all or a portion of the excess (if any2) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over clause (B) shall be deposited in the amounts payable Collection Account to be applied as Available Funds pursuant to Section 2.08 on the foregoing clauses next Payment Date (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower or on such Securitization Payment Date; provided, that, for the avoidance of doubt, if the Securitization Date is on a Payment Date, any such excess may ) and (3) clauses (C) and (D) shall be distributed paid to the Borrower in accordance with Section 2.08(a)(xii);Persons to whom such amounts are to be owed on such Securitization Date. (v) at least two (2) Business Days On or prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, Agent a list specifying all Contracts under which the Receivables being not to be released pursuant to such Securitization; andSecuritization arose. (Avi) if such On or prior to the related Securitization constitutes a transfer of Receivables by Date, the Borrower shall have deposited to a Special Purpose Affiliate during the revolving period Collection Account an amount equal to all Unreimbursed Servicer Advances associated with the Receivables to be released. (vii) Any partial prepayment of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding occurring after the Termination Date shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, occur only if the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000Administrative Agent provides its prior written consent. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer Agent and the Securities Intermediary Lenders in connection with any Securitization (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 Securitization). (c) In connection with any Securitization, on the related Securitization Date, subject to satisfaction of the conditions referred to in this Section, the Administrative Agent shall, at the expense of the Borrower, (i) execute such instruments of release with respect to the portion of the Receivables (and the other related Collateral) to be released to the Borrower, including a Securitization Release, in favor of the Borrower as the Borrower may reasonably request, (ii) deliver any portion of the 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 Servicer to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent on the portion of the Receivables (and the other related Collateral) to be released to the Borrower and deliver to the Borrower such Receivables and related Collateral.

Securitizations. (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 (and the other related Collateral) in connection with a Securitization, Securitization which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions:: LEGAL02/41783784v7 LEGAL02/42659596v2 (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities IntermediaryAccount Bank, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if to the extent such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; , provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; and provided further, that, for the avoidance of doubt, such two (2) Business Days’ notice period shall not apply with respect to the initial transfer of Receivables by the Borrower to a Special Purpose Affiliate in connection with any new Securitization; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization Securitization) and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.082.07, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall LEGAL02/41783784v7 LEGAL02/42659596v2 be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator)Originators, as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); , (y) each of the Backup Servicer and the Securities Intermediary Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date date; and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (excess, if any) , of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F2.14(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv2.14(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, provided that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii2.07(a)(xiii);. (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, Agent a list specifying the Receivables being released pursuant to such Securitization; and (Avi) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000dollars. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary Account Bank in connection with any Securitization (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 Securitization).

Securitizations. (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 (and the other related Collateral) in connection with a Securitization, which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities Intermediary, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator)Originators, as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary in connection with any Securitization (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 Securitization).

Securitizations. (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 (and the other related Collateral) in connection with a Securitization, which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities IntermediaryAccount Bank, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator)Originators, as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 dollars or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary Account Bank in connection with any Securitization (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 Securitization).

Securitizations. (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 (and the other related Collateral) in connection with a Securitization, Securitization which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities IntermediaryAccount Bank, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if to the extent such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; , provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; and provided further, that, for the avoidance of doubt, such two (2) Business Days’ notice period shall not apply with respect to the initial transfer of Receivables by the Borrower to a Special Purpose Affiliate in connection with any new Securitization; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization Securitization) and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such 63 Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.082.07, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator)Originators, as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); , (y) each of the Backup Servicer and the Securities Intermediary Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date date; and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (excess, if any) , of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F2.14(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv2.14(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, provided that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii2.07(a)(xiii);. (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, Agent a list specifying the Receivables being released pursuant to such Securitization; and (Avi) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000dollars. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary Account Bank in connection with any Securitization (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 Securitization).

Securitizations. (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 (and the other related Collateral) in connection with a Securitization, Securitization which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities IntermediaryAccount Bank, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if to the extent such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; , provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; and provided further, that, for the avoidance of doubt, such two (2) Business Days’ notice period shall not apply with respect to the initial transfer of Receivables by the Borrower to a Special Purpose Affiliate in connection with any new Securitization; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization Securitization) and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator), as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary in connection with any Securitization (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 Securitization).66

Securitizations. As a material inducement to Landlord’s willingness to enter into the Transactions contemplated by this Lease and the other Transaction Documents, Tenant covenants to Landlord for so long as this Lease is in effect as follows: (a) On any Business Day, the Borrower shall have the right Tenant agrees to prepay all or a portion of the Loans Outstanding cooperate in good faith with Landlord and require the Administrative Agent to release its security interest and Lien on the related Receivables (and the other related Collateral) Lender in connection with a Securitization, which release shall be delivered in the form any Securitization of any of the Securitization Release on Loan Documents, or any or all servicing rights with respect thereto, including, without limitation, (X) providing such documents, financial and other data, and other information and materials (the Securitization Date, subject to the following terms and conditions: (i“Disclosures”) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities Intermediary, the Backup Servicer and the Electronic Vault Provider (solely which would typically be required with respect to any Electronic Contracts) at least thirty (30) days’ (the Tenant Entities by a purchaser, transferee, assignee, servicer, participant, investor or rating agency involved with respect to such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower Tenant Entities shall only not be required to provide at least two make Disclosures of any confidential information or any information which has not previously been made public unless required by applicable federal or state securities laws; and (2Y) Business Days’ prior notice to such parties, and need not provide such notice amending the terms of this Lease to the Electronic Vault Provider extent necessary so as to satisfy the requirements of purchasers, transferees, assignees, servicers, participants, investors or selected rating agencies involved in any such Securitization, so long as such amendments would not have a material adverse effect upon the Tenant Entities or the transactions contemplated by this Lease. Landlord shall be responsible for causing Lender to prepare at Lender’s expense any documents evidencing the amendments referred to in the preceding subitem (Y); and (b) Tenant consents to Landlord and Lender providing the Disclosures, as well as any other information which Landlord and Lender may now have or hereafter acquire with respect to any existing Securitization if such Securitization constitutes a transfer the Property or the financial condition of Receivables by the Borrower Tenant Entities to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; providedeach purchaser, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations transferee, assignee, servicer, participant, investor or rating agency involved with respect to such Securitization Securitization. Tenant shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent pay its own attorney fees and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator), as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary in connection with any Securitization (including expenses incurred in connection with the release performance of the Lien of the Administrative Agent, the Lenders and any other party having such an interest in the Receivables in connection with such Securitization)its obligations under this Section 18.11.

Securitizations. (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 (and the other related Collateral) in connection with a Securitization, which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities Intermediary, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator)Originators, as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary in connection with any Securitization (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 Securitization).

Securitizations. (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 (and the other related Collateral) in connection with a Securitization, which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities IntermediaryAccount Bank, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, ,; (B) no Borrowing Base Deficiency exists, ,; (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided ; provided, that the Borrower may effect affect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, ; (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, ,; (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein therein; and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator)Originators, as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 dollars or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary Account Bank in connection with any Securitization (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 Securitization).

Securitizations. (a) On any Business DayIn connection with the Existing Credit Agreement, the Borrower shall have the right Lenders approved and consented to prepay all or a portion series of the Loans Outstanding and require the Administrative Agent transactions pursuant to release its security interest and Lien on the related Receivables (and the other related Collateral) in connection with a Securitization, which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) Borrower transferred certain assets to CBC Insurance Revenue Securitization, LLC ("NEWCO"), a special purpose vehicle which is wholly owned by Borrower and (ii) NewCo issued certain asset-backed notes in the aggregate amount of up to $325,000,000.00 and to the granting of liens as security therefore as more particularly described in that certain Preliminary Offering Memorandum dated September 26, 2002. The transactions referred to in (i) and (ii) above are collectively the "EXISTING SECURITIZATION". Borrower has requested that the Lenders approve and consent to a transaction pursuant to which Borrower will similarly transfer the assets described on Schedule 3.8 (the "SECURITIZED ASSETS") to a special purpose vehicle which is or will be wholly owned by Borrower ("SPV") and the issuance by NewCo or some other SPV of certain asset-backed notes in the aggregate amount of up to $65,000,000.00 (the "SECURITIZATION NOTES") and the granting of liens by NewCo or SPV on the Securitized Assets as security for the Securitization Notes (the "PROPOSED SECURITIZATION"). The Lenders hereby consent to and approve the Proposed Securitization, provided (i) Agent and the Lenders shall have given received and approved the Administrative Agent, each Agent, documents by which the Servicer, Proposed Securitization is consummated and (ii) no Default or Event of Default exists under this Agreement as of the Securities Intermediary, date of the Backup Servicer closing of the Proposed Securitization and (iii) the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Proposed Securitization constitutes a transfer of Qualified Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator), as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000Transaction. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary in connection with any Securitization (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 Securitization).

Securitizations. (a) On From the Effective Date through the termination of this Loan Agreement, Panmure and any Business DayAffiliate thereof shall be the sole manager or sole placement agent for all Securitizations; provided that, in its sole and absolute discretion, Panmure or any such Affiliate may elect to assemble a syndicate of managers or placement agents with respect to any given Securitization, in which case Panmure or such Affiliate shall act as the Borrower shall have lead manager or lead placement agent for such Securitization. Notwithstanding the foregoing, Panmure and each Affiliate thereof may, in it sole and absolute discretion, waive its right to prepay all act as manager or a portion of the Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the related Receivables (and the other related Collateral) placement agent in connection with a given Securitization, which release it being understood that any such waiver shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities Intermediary, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall effective only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization and shall be reflected on the applicable Monthly Report), the Servicer shall deliver not constitute a waiver of any right of Panmure or any Affiliate hereof to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables act as sole manager or sole placement agent in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator), as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000. (b) The Borrower and FinPac hereby agrees acknowledge and agree that, with respect to any Securitization, the amount of the proceeds of such Securitization received by any of their respective Affiliates equal to the aggregate of the Release Prices of the Contracts included in such Securitization shall be used to repay Advances then outstanding and other outstanding Secured Obligations under this Loan Agreement, the Note or any other Loan Document as provided in Section 2.07(e). (c) With respect to each Securitization, the Borrower and FinPac hereby agree to pay Panmure or the reasonable out-of-pocket legal fees and expenses applicable Affiliate thereof the fee relating to such Securitization as set forth in the Engagement Letter. (d) Notwithstanding anything to the contrary contained herein, nothing in this Loan Agreement is intended to be nor does it constitute a commitment or obligation by Panmure or any of the Administrative Agentits Affiliates to act as an underwriter, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary manager or placement agent in connection with any Securitization offering or sale of securities or to arrange any financing by FinPac, the Borrower or any of their respective Affiliates; and no liability or obligation on the part of Panmure or any of its Affiliates 41 Warehouse and Security Agreement to proceed with or participate in an offering or sale of securities or arrangement of financing by FinPac, the Borrower or any of their respective Affiliates shall be created or exist unless or until Panmure or any of its Affiliates, as the case may be, has executed and delivered a purchase agreement, placement agency agreement or similar agreement containing Panmure's or such Affiliate's customary provisions (including expenses incurred provisions with respect to indemnification and contribution) and then only in connection accordance with the release of the Lien of the Administrative Agent, the Lenders terms and any other party having such an interest in the Receivables in connection with such Securitization)conditions set forth therein.

Securitizations. (a) On any Business DayIn accordance with the terms of Section 2.3(a) of the Loan Purchase Agreement, the Borrower Loan Originator shall have effect Securitizations at the right direction of the Majority Noteholders. In connection therewith, the Issuer agrees to prepay assist the Loan Originator in such Securitizations and accordingly it shall, at the request and direction of the Majority Noteholders: (i) transfer, deliver and sell all or a portion of the Loans Outstanding and require Loans, as of the Administrative Agent to release its security interest and Lien on "cutoff dates" of the related Receivables (and Securitizations, to such Securitization Participants as may be necessary to effect the other related Collateral) in connection with a SecuritizationSecuritizations; PROVIDED, which release that any such sale shall be delivered for "fair market value," as determined by the Majority Noteholders in their reasonable discretion; (ii) deposit the form cash Securitization Proceeds into the Collection Account pursuant to SECTION 5.01(B)(1) and retain any Retained Securities created in Securitizations in accordance with the terms of the Trust Agreement; (iii) to the extent that a Securitization creates any Retained Securities, to accept such Retained Securities as a part of the Securitization Release on the Securitization DateProceeds, PROVIDED, that any such acceptance of such Retained Securities shall be subject to the following terms Issuer's reasonable approval; and (iv) take such further actions as may be reasonably necessary to effect such Securitizations. (b) The Servicer hereby covenants that it will take such actions as may be reasonably necessary to effect Securitizations as the Majority Noteholders may request and conditions:direct. (c) The right of the Majority Noteholders to require the Issuer and the Loan Originator to effect Securitizations is subject to (i) the Borrower shall have given conditions set forth in Section 2.3(a) of the Administrative Agent, each Agent, Loan Purchase Agreement and (ii) the Servicer, the Securities Intermediary, the Backup Servicer and the Electronic Vault Provider (solely Issuer's right of approval with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower no such Issuer right of approval shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto;Disposition Trigger Event has occurred. (iid) unless The Issuer covenants that no Loan shall remain pledged as Collateral for a Securitization is to be effected on a Payment Date (in which case single Series of Notes past the relevant calculations with respect to such Securitization shall be reflected date ending on the applicable Monthly Report)second Securitization which occurs while such Loan was pledged as Collateral. (e) The Loan Originator shall, the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with Securitization, cause FFCA to obtain an Opinion of Counsel to the same detail as a Monthly Loan Tape on effect that the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following securities issued shall be true and correct and treated as the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower issuance of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used debt instruments by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default FFCA or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator), as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000thereof. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary in connection with any Securitization (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 Securitization).

Securitizations. (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 (and the other related Collateral) in connection with a Securitization, Securitization which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities IntermediaryAccount Bank, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at LEGAL02/42658427v2 least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if to the extent such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; , provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; and provided further, that, for the avoidance of doubt, such two (2) Business Days’ notice period shall not apply with respect to the initial transfer of Receivables by the Borrower to a Special Purpose Affiliate in connection with any new Securitization; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization Securitization) and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.082.07, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator)Originators, as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount LEGAL02/42658427v2 necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); , (y) each of the Backup Servicer and the Securities Intermediary Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date date; and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (excess, if any) , of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F2.14(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv2.14(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, provided that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii2.07(a)(xiii);. (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, Agent a list specifying the Receivables being released pursuant to such Securitization; and (Avi) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000dollars. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary Account Bank in connection with any Securitization (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 Securitization).

Securitizations. (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 (and the other related Collateral) in connection with a Securitization, which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities IntermediaryAccount Bank, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, ; (B) no Borrowing Base Deficiency exists, ; (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization; provided, provided that the Borrower may effect affect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, ; (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, ; (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein therein; and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator)Originators, as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary Account Bank in connection with any Securitization (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 Securitization).

Securitizations. (a) On any Business Day, the Borrower shall have the right to prepay all or a portion Each of the Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the related Receivables (Company and the other related Collateral) Company Subsidiaries is in compliance in all material respects with the Securitization Instruments. The Company has made available to the Acquirer complete and accurate copies of all of the material Securitization Instruments. Neither the Company nor any of the Company Subsidiaries has received any written notice of a servicer termination event under any Securitization Transaction and to the Company’s Knowledge no event has occurred and is continuing that has or would reasonably be expected to give rise to any such servicer termination event. Each of the Company and the Company Subsidiaries, to the extent that it is a seller, depositor, performance guarantor or issuing entity in any Securitization Transaction, has performed in all material respects all of its respective obligations under the material Securitization Instruments with respect to such Securitization Transaction. Since December 31, 2010, neither the Company nor any of the Company Subsidiaries was required pursuant to the terms of the Securitization Instruments to repurchase any assets transferred in connection with a SecuritizationSecuritization Transaction. (b) Since December 31, 2010, there has been no Action pending against the Company or any Company Subsidiary or, to the Company's Knowledge, threatened in writing against the Company or any Company Subsidiary, in which release shall be delivered it is alleged that any private placement memorandum or other offering document issued in any Securitization Transaction which was sponsored by the Company or any Company Subsidiary, or any amendment or supplement thereto, contained, as of the date on which securities were issued in the form applicable Securitization Transaction, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by the Company or the Company Subsidiaries in violation of Section 5 of the Securities Act in any Securitization Release on Transaction sponsored by the Company or any Company Subsidiary. None of the Company or the Company Subsidiaries or any Securitization DateSPV, subject in each case to the following terms and conditions:extent that it is an issuing entity in any Securitization Transaction, is required to register as an investment company under the Investment Company Act of 1940, as amended. (ic) Since December 31, 2010, no nationally recognized statistical rating agency has downgraded or withdrawn its rating of any securities that were rated at least BBB or its equivalent by any such rating agency at issuance of any Securitization Transaction or placed any such ratings on a credit watch for possible downgrade, except for any such event that has resulted from a downgrade, withdrawal or credit watch with respect to the Borrower shall have given credit rating of a third party credit enhancement provider, nor, to the Administrative AgentCompany’s Knowledge, each Agenthas any such downgrade, withdrawal or placement on credit watch been threatened. Since December 31, 2010, no nationally recognized statistical rating agency has downgraded or withdrawn its rating of the ServicerCompany or any of the Company Subsidiaries, as servicer, or placed any such ratings on a credit watch for possible downgrade, nor, to the Securities IntermediaryCompany’s Knowledge, has any such downgrade, withdrawal or placement on credit watch been threatened. (d) No default, event of default, servicer default or similar event has occurred under any Securitization Instrument or contract to which a Securitization SPV is a party and no cash trapping trigger event or other event requiring the Backup Servicer and increase of credit enhancement for any Securitization Transaction has been declared (and, to the Electronic Vault Provider Company's Knowledge, no event has occurred or is continuing that would reasonably be expected to give rise to any of the foregoing events). (solely e) Neither the Company nor any Company Subsidiary has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has the Company or any Company Subsidiary provided any type of guarantee in any Securitization Transaction with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number payments of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitizationprincipal and/or interest in connection with any issued securities; provided, however, that for the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer purposes of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Reportthis Section 2.12(e), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent Company and the Agents that the Borrower Company Subsidiaries shall have sufficient funds on the not be deemed a “guarantor" or “credit enhancer" solely by reason of owning or holding any credit residual, subordinate interest, credit reserve account or similar instrument or account related to any Securitization Date to effect such Transaction or by reason of providing market standard indemnities under any Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on the Receivables, both before and after giving effect to such Securitization;Instrument. (iiif) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii2.12(f) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value Company Disclosure Letter lists all Securitization Transactions outstanding as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator), as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than date hereof together with the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 funding outstanding thereunder as of the aggregate Loans Outstanding to be paid dates indicated therein and sets forth all material notices, notifications, filings, consents, authorizations, approvals, and deliveries required under any Securitization Instruments in connection with the Securitizationconsummation of the transactions contemplated hereby (such required notices, (C) an aggregate amount equal to notifications, filings, consents, authorizations, approvals, and deliveries, whether or not set forth in the sum of all other amounts due and owing to the Administrative AgentCompany Disclosure Letter, the Lenders “Securitization Consents”). Assuming all Securitization Consents set forth in Section 2.12(f) of the Company Disclosure Letter are obtained, the consummation of the transactions contemplated hereby will not cause the occurrence of any default, event of default, servicer default or similar event under any Securitization Instrument or any cash trapping trigger event or other event requiring the increase of credit enhancement for any Securitization Transaction. All of the Securitization Instruments (i) are legal, valid and binding obligations of the Hedge CounterpartiesCompany or a Company Subsidiary, as applicable, under this Agreement and the other Basic Documentsparty thereto and, to the extent accrued to such date and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excludingCompany’s Knowledge, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer counterparties thereto and (ii) are in full force and effect and enforceable against the Company and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing Company Subsidiaries party thereto and, to such party on such date and (z) if such Securitization Date is not a Payment Datethe Company’s Knowledge, all or a portion each of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv)counterparties thereto, shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior their terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. To the related Securitization DateCompany's Knowledge, the Borrower shall have delivered to the Administrative Agentthere are no material breaches, the Agents, a list specifying the Receivables being released violations or defaults or allegations or assertions of such by any party pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary in connection with any Securitization (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 Securitization)Instrument.

Securitizations. (a) On any Business Day, the Borrower shall have the right to prepay all or (subject to clause (iv) below) a portion of the Loans Outstanding and require request the Administrative Agent to release its security interest and Lien on the related Receivables (and the other related Collateral) in connection with a Securitization, which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the The Borrower shall have given the Administrative Agent, each AgentHedge Counterparty, the Servicer, the Securities IntermediaryAccount Bank, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) Custodian at least thirty five (305) daysBusiness Days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; providedSecuritization and, however, that the Borrower shall only be required to provide at least two (2) Business Days’ Days prior notice to such parties, and need not provide such notice to the Electronic Vault Provider closing of the Securitization, shall provide the Administrative Agent with respect all information reasonably required by it to any existing produce the related Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; providedRelease, that such notice is delivered substantially in the form set forth in Annex 2 of attached hereto as Exhibit G hereto;I. (ii) unless Unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer Borrower shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which and the Servicer shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z))deliver an updated data tape, together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on the Receivables, both before and after giving effect to such Securitization;). (iii) on On the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that that, after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures procedure shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the SecuritizationSecuritization (except as is necessary to comply with normal and customary eligibility criteria for asset-backed securities transactions involving retail auto loan receivables similar to the Receivables), (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate relating to an earlier date as set forth therein date, and (FC) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of no Unmatured Termination Event, Termination Event, Servicer Termination Event or Unmatured Servicer Termination Event, has occurred or results from such Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator), as applicable;. (iv) on On the related Securitization Date, (x) the Borrower Administrative Agent shall have paidreceived, for the benefit of the Secured Parties, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined estimated by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitization, (CB) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Owner Trustee, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date and to accrue thereafter (including any Breakage Costs and Hedge Breakage Costs) and (DC) all other Aggregate Unpaids then due and payable with respect thereto thereto. The amount paid pursuant to (excluding1) clause (A) shall be deposited in the Collection Account to be applied as Available Funds pursuant to Section 2.08 on the next Payment Date (or on such Payment Date, for if the avoidance of doubt, Securitization Date is on a Payment Date) and (2) clauses (B) and (C) shall be paid to the Persons to whom such amounts are to be owed on such Securitization Date. In the event that the Administrative Agent subsequently determines that the actual accrued and unpaid Interest attributable to that portion of the aggregate Loans Outstanding not being prepaid on paid in connection with the Securitization Date is in excess of the amount of accrued and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable estimated pursuant to the foregoing clauses clause (x) and (y) of this Section 2.15(a)(ivA), shall, at the Borrower’s discretion, Borrower will remit or cause to be distributed remitted the amount of such excess to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii);Administrative Agent promptly upon request. (v) at least two (2) Business Days prior to On the related Securitization Date, the Borrower Servicer shall have delivered to the Administrative Agentreceived, the Agentsin immediately available funds, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables all amounts due and payable by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000Servicer under this Agreement. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees fees, expenses and expenses indemnities of the Administrative Agent, the LendersCustodian, the Backup Servicer, the Backup Account Bank, the Servicer and the Securities Intermediary Lenders in connection with any Securitization (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 Securitization). (c) In connection with any Securitization, on the related Securitization Date, subject to satisfaction of the conditions referred to in this Section, the Administrative Agent shall, at the expense of the Borrower, (i) execute such instruments of release with respect to the portion of the Receivables (and the other related Collateral) to be released to the Borrower, including a Securitization Release, in favor of the Borrower as the Borrower may reasonably request, (ii) deliver or cause to be delivered any portion of the Receivables (and the other related Collateral) to be released to the Borrower to the Borrower and (iii) otherwise take such actions, and cause or permit the Servicer to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent on the portion of the Receivables (and the other related Collateral) to be released to the Borrower and deliver to the Borrower such Receivables and related Collateral.

Securitizations. (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 (and the other related Collateral) in connection with a Securitization, which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities IntermediaryAccount Bank, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator)Originators, as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (vi) (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 dollars or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary Account Bank in connection with any Securitization (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 Securitization).

Securitizations. (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 (and the other related Collateral) in connection with a Securitization, which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities Intermediary, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator)Originators, as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (vi) (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary in connection with any Securitization (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 Securitization).

Securitizations. (a) On any Business Day, the Borrower shall have the right to prepay all or (subject to clause (iv) below) a portion of the Loans Outstanding (which prepayment, in the case of any Tranched Lender Group, shall be allocated between the Class A Note and require the Class B Note held by the related Lender Group Agent so that the ratio of the Class A Note Balance of such Class A Note following such prepayment to the Class B Note Balance of such Class B Note following such prepayment equals the Designated Note Ratio) and request the Administrative Agent to release its security interest and Lien on the related Receivables (and the other related Collateral) in connection with a Securitization, which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the The Borrower shall have given the Administrative Agent, each the Paying Agent, the Servicer, the Securities Intermediary, the Backup Servicer each Hedge Counterparty and the Electronic Vault Provider (solely with respect to any Electronic Contracts) Collateral Custodian at least thirty five (305) daysBusiness Days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; providedSecuritization and, however, that the Borrower shall only be required to provide at least two (2) Business Days’ Days prior notice to such parties, and need not provide such notice to the Electronic Vault Provider closing of the Securitization, shall provide the Administrative Agent with respect all information reasonably required by it to any existing produce the related Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; providedRelease, that such notice is delivered substantially in the form set forth in Annex 2 of attached hereto as Exhibit G hereto;G. (ii) unless Unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and (which the Administrative Agent shall forward to each Lender Group Agent (Aupon receipt) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z))an updated Monthly Loan Tape, together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on the Receivables, both before and after giving effect to such Securitization;). (iii) on On the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that that, after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures procedure shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the SecuritizationSecuritization (except as is necessary to comply with normal and customary eligibility criteria for asset-backed securities transactions involving retail auto loan receivables), (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate relating to an earlier date as set forth therein date, (C) no Unmatured Termination Event or Termination Event, has occurred or results from such Securitization, and (FD) with respect there shall not exist a Borrowing Base Deficiency and, if such Securitization Date occurs during any calendar month prior to any Receivables being transferred pursuant to clause (ii) of the definition of SecuritizationDetermination Date for such calendar month, the purchase price relating to such Receivables there shall be at fair market value as no reason to conclude that a Borrowing Base Deficiency will be determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator), as applicable;to exist on such Determination Date. (iv) on On the related Securitization Date, (x) the Borrower Administrative Agent shall have paidreceived, for the benefit of the Lenders and the Hedge Counterparties, as applicable, in immediately available funds, to the applicable entities (A) in respect of the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than equal to the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 Transaction Documents, to the extent accrued to such date and to accrue thereafter (including Breakage Costs Costs, if any, and Hedge Breakage CostsTermination Payments) and (D) all other Aggregate Unpaids then due and payable with respect thereto thereto. The amount paid pursuant to (excluding1) clause (A) shall be applied on such Securitization Date to the payment of principal on the Loans Outstanding, for (2) clause (B) shall be deposited in the avoidance of doubtCollection Account to be applied as Available Funds pursuant to Section 2.08 on the next Payment Date (or on such Payment Date, the portion of the aggregate Loans Outstanding not being prepaid on if the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party is on such date and (z) if such Securitization Date is not a Payment Date) and (3) clauses (C) and (D) shall be paid to the Persons to whom such amounts are to be owed on such Securitization Date; provided, all or a portion of however, that if the excess (if any) of amount paid pursuant to clause (A) exceeds the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) principal amount of the amounts payable pursuant to Loans Outstanding on such Securitization Date, then the foregoing clauses (x) and (y) amount of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, such excess shall be distributed to the Borrower on such Securitization Date; provided, that, for Date free and clear of any Liens in favor of the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000Secured Parties. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the LendersLender Group Agents, the Collateral Custodian, the Backup Servicer, the Backup Servicer Paying Agent and the Securities Intermediary Lenders in connection with any Securitization (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 Securitization). (c) In connection with any Securitization, on the related Securitization Date, subject to satisfaction of the conditions referred to in this Section, the Administrative Agent shall, at the expense of the Borrower, (i) execute such instruments of release with respect to the portion of the Receivables (and the other related Collateral) to be released to the Borrower, including a Securitization Release, in favor of the Borrower as the Borrower may reasonably request, (ii) deliver or cause to be delivered any portion of the Receivables (and the other related Collateral) to be released to the Borrower to the Borrower and (iii) otherwise take such actions, and cause or permit the Servicer to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent on the portion of the Receivables (and the other related Collateral) to be released to the Borrower and deliver to the Borrower such Receivables and related Collateral.

Securitizations. Each Borrower hereby acknowledges that the Lenders and each of their Affiliates may sell or securitize the Borrowings (a "SECURITIZATION") through the pledge of the Borrowings as collateral security for loans to such Lenders or their Affiliates or through the sale of the Borrowings or the issuance of direct or indirect interests in the Borrowings, which loans to such Lenders or their Affiliate or direct or indirect interests will be rated by Moody's, Standard & Poor's ▇▇ ▇▇▇ or more other rating agencies (the "RATING AGENCIES"). Parent and each Borrower shall cooperate with such Lenders and their Affiliates to effect the Securitization including, without limitation, by (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 (amending this Agreement and the other related Collateral) Loan Documents, and executing such additional documents, as reasonably requested by such Lenders in connection with a Securitization, which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities Intermediary, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that (i) any such amendment or additional documentation does not impose additional costs on Borrowers, and (ii) any such amendment or additional documentation does not adversely affect the Borrower rights, or increase the obligations, of Borrowers under the Loan Documents or change or affect in a manner adverse to Borrowers the financial terms of the Borrowings, (b) providing such information as may effect a Securitization during be reasonably requested by such Lenders in connection with the occurrence rating of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents Borrowings or the Aggregate Unpaids shall be paid in full as a result of such Securitization, and (Dc) if providing in connection with any rating of the Borrowings a certificate (i) agreeing to indemnify such Lenders and any of their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the "SECURITIZATION PARTIES") for any losses, claims, damages or liabilities (the "LIABILITIES") to which such Lenders, their Affiliates or such Securitization Date is not Parties may become subject insofar as the Liabilities arise out of or are based upon a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) breach of any of the representations and warranties contained in Sections 5.01 SECTION 5.19, and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) agreeing to reimburse such Lenders and any of the definition of Securitization, the purchase price relating to their Affiliates for any legal or other expenses reasonably incurred by such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator), as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid Persons in connection with defending the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000Liabilities. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary in connection with any Securitization (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 Securitization).

Securitizations. (a) On any Business DaySecuritization Date, the Borrower each SPV shall have the right to prepay all or a portion of the its Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the related Receivables (and the other related Collateral) in accordance with Section 2.8 hereof in connection with the sale and assignment of all or a Securitization, which release shall be delivered in the form portion of the Securitization Release on Affected Assets, as the Securitization Datecase may be (each, a “Securitization”), subject to the following terms and conditions: (i) the Borrower such SPV shall have given the Administrative Agent, Facility Agent and each Agent, the Servicer, the Securities Intermediary, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) related Interest Rate Hedge Counterparty at least thirty fifteen (3015) daysBusiness Days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that unless such notice is delivered in waived or reduced by the form set forth in Annex 2 of Exhibit G heretoFacility Agent; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such any Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver in connection with a Permitted Term Securitization Transaction; (iii) to the Administrative Agent and each Agent (A) a extent that the proposed Securitization Date Certificate (which shall include the relevant calculations with regard relates to such Securitization, including a calculation less than all of the Borrowing Base Loans outstanding at such time, after giving effect to such Securitization and any distribution the assignment to the Borrower such SPV of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction all or a portion of the Administrative Agent and Affected Assets, as the Agents that the Borrower shall have sufficient funds case may be, on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related any Securitization Date, (A) no adverse selection procedures Borrowing Base Deficit shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitizationexist, (B) no Borrowing Base Deficiency existsthe aggregate outstanding principal amount of the U.S. Loans does not exceed the U.S. Loan Commitment, (C) no Unmatured Event the aggregate outstanding principal amount of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during Canadian Loans does not exceed the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such SecuritizationCanadian Loan Commitment, (D) if such Securitization Date is the Aggregate Outstanding Loan Amount shall not a Payment Date, exceed the Borrower shall have sufficient available funds on lesser of (x) the immediately succeeding Payment Date to pay all amounts due Facility Limit and payable on such Payment Date pursuant to Section 2.08(y) the Aggregate Borrowing Base, (E) the representations and warranties contained in Sections 5.01 3.1 and 5.02 are true and 3.2 hereof shall continue to be correct in all material respects, except to the extent that such representations and warranties expressly relate relating to an earlier date as set forth therein and date, (F) with respect the eligibility of any Pool Receivable remaining as part of the Affected Assets after the Securitization will be redetermined as of the Month End Date immediately preceding the Securitization Date according to any Receivables being transferred the terms hereof, (G) the Canadian Concentration Limit Excess and U.S. Concentration Limit Excess will each be redetermined as of the Month End Date immediately preceding the Securitization Date according to the terms hereof, (H) neither a Potential Termination Event nor a Termination Event shall be continuing or shall have resulted from such Securitization, and (I) the Facility Agent shall not have objected to the proposed Securitization of less than all of the Loans within five (5) Business Days’ of the receipt of the notice required pursuant to clause (iii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator), as applicableabove; (iv) on the related Securitization Date, (x) the Borrower Facility Agent, on behalf of each Administrator, Lender, and Interest Rate Hedge Counterparty shall have paidreceived, as applicable, in immediately available funds, an amount reasonably determined by the Facility Agent to equal to the applicable entities sum of (Ax) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, plus (By) an amount equal to all unpaid Interest interest on such portion of the Loans to be paid (including Interest not yet accrued) to the extent reasonably determined it is requested that such interest be paid at such time by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitizationapplicable Administrator), plus (Cz) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Facility Agent, such Servicer, the Lenders Backup Servicer, the Custodian, the Administrators, the Lenders, the Indemnified Parties and the Interest Rate Hedge Counterparties, as applicable, under this Agreement and the other Basic Transaction Documents, to the extent accrued to such date and to accrue thereafter (including Breakage Costs including, without limitation, breakage costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two five (25) Business Days prior to the related each Securitization Date, the Borrower such SPV shall have delivered to the Administrative Agent, the Agents, Facility Agent a list specifying the all Pool Receivables being released to be sold and assigned pursuant to such Securitization; and (Avi) if such Securitization constitutes a transfer of Receivables by in selecting the Borrower Affected Assets to a Special Purpose Affiliate during be included in the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding there shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, no adverse selection which could reasonably be expected to be materially unfavorable to the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000Secured Parties. (b) The Borrower In connection with any Securitization, simultaneously with the receipt by the Facility Agent on behalf of the Administrators of the amounts referred to in clause (iv) above, there shall be sold and assigned to such SPV without recourse, representation or warranty all of the right, title and interest of the Facility Agent for the benefit of the Secured Parties in, to and under the portion of the Affected Assets so retransferred and such portion of the Affected Assets so retransferred shall be released from the lien of this Agreement (subject to the requirements of clause (iii) above). (c) Each Servicer hereby agrees to pay its pro rata portion of the reasonable out-of-pocket and documented legal fees and expenses of the Administrative Facility Agent, the Lenders, the Servicer, the Backup Servicer each Administrator and the Securities Intermediary Secured Parties in connection with any Securitization (including including, but not limited to, expenses incurred in connection with the release of the Lien lien of the Administrative Agent, the Lenders and any other party having such an interest Facility Agent in the Receivables Affected Assets in connection with such Securitization)) based on its pro rata portion of Affected Assets included in such Securitization. (d) In connection with any Securitization, on the related Securitization Date, the Facility Agent, on behalf of the Secured Parties, shall, at the expense of each SPV and pursuant to Section 6.8, (i) execute such instruments of release with respect to the portion of the Affected Assets to be retransferred to such SPV, in recordable form if necessary, in favor of such SPV as such SPV may reasonably request, (ii) deliver any portion of the Affected Assets to be retransferred to such SPV in its possession to such SPV and (iii) otherwise take such actions as are necessary and appropriate to release the lien of the Facility Agent and the Secured Parties on the portion of the Affected Assets to be retransferred to such SPV and release and deliver to such SPV such portion of the Affected Assets to be retransferred to such SPV.

Securitizations. (a) On any Business DaySo long as no Termination Event has occurred, the Borrower shall have the right on any Business Day to prepay all or (subject to clause (v) below) a portion of the Loans Outstanding and require request the Administrative Agent to release its security interest and Lien on the related Receivables (and the other related Collateral) in connection with a Securitization, which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the The Borrower shall have given the Administrative Agent, each AgentSecured Parties, the Servicer, the Securities Intermediary, the Backup Servicer Paying Agent and the Electronic Vault Provider (solely with respect to any Electronic Contracts) Custodian at least thirty five (305) daysBusiness Days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; providedSecuritization and, however, that the Borrower shall only be required to provide at least two (2) Business Days’ Days prior notice to such parties, and need not provide such notice to the Electronic Vault Provider closing of the Securitization, shall provide the Secured Parties with respect all information reasonably required by it to any existing produce the related Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; providedRelease, that such notice is delivered substantially in the form set forth in Annex 2 of attached hereto as Exhibit G hereto;H. (ii) unless Each Securitization shall reduce the Loans Outstanding either (A) to $0.00 or (B) to no less than $[***]; provided, however, that notwithstanding the foregoing provisions of this Section, the Administrative Agent may, acting in good faith, permit a Securitization following the occurrence of a Termination Event provided that such Securitization satisfies the other provisions of this Section and shall reduce the Loans Outstanding to $0.00. (iii) Unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) Secured Parties a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z))updated Receivable Data, together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions); provided that, for the avoidance of doubt, the Administrative Agent shall not incur (and does not assume) and (B) a computer tape any liability in connection with the same detail as a Monthly Loan Tape determination by the Servicer or the Borrower that the Borrower has sufficient funds on the Receivables, both before and after giving related Securitization Date to effect to such Securitization;Securitization in accordance with this Agreement. (iiiiv) on On the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that that, after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the SecuritizationSecuritization (except as is necessary to comply with normal and customary eligibility criteria for asset-backed securities transactions involving retail auto loan receivables similar to the Receivables), (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate relating to an earlier date as set forth therein date, and (FC) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of no Unmatured Termination Event, Termination Event, Early Amortization Event or Unmatured Servicer Termination Event, has occurred or will result from such Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator), as applicable;. (ivv) on On the related Securitization Date, (x) the Borrower shall have paidpay directly to the Secured Parties, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall paid (such amount to be an amount not less than allocated pro rata among the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepaymentlenders based on the Invested Percentages of the Lenders), (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined estimated by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitization, and (C) an aggregate amount equal to the sum of all other amounts Aggregate Unpaids then due and owing payable with respect thereto. The amount paid pursuant 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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs1) clauses (A) and (DB) all other Aggregate Unpaids with respect thereto shall be deposited in the Collection Account to be applied as Available Funds pursuant to Section 2.08 on the Securitization Date or next Payment Date (excludingor on such Payment Date, for if the avoidance of doubt, Securitization Date is on a Payment Date) and (2) clause (C) shall be paid to the Persons to whom such amounts are to be owed on such Securitization Date. In the event that the Administrative Agent subsequently determines that the actual accrued and unpaid Interest attributable to that portion of the aggregate Loans Outstanding not being prepaid on paid in connection with the Securitization Date is in excess of the amount of accrued and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable estimated pursuant to the foregoing clauses clause (x) and (y) of this Section 2.15(a)(ivA), shall, at the Borrower’s discretion, Borrower will remit or cause to be distributed remitted the amount of such excess to the Borrower Lenders in immediately available funds on such Securitization Date; provided, that, for the avoidance date of doubtthe Administrative Agent’s request or, if the Securitization Date is a Payment Datecommercially impracticable, any promptly upon such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii);request. (vvi) at least two (2) Business Days prior to On the related Securitization Date, the Borrower Servicer shall have delivered to the Administrative Agentreceived, the Agentsin immediately available funds, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables all amounts due and payable by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000Servicer under this Agreement. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees fees, expenses and expenses indemnities of the Administrative Custodian, the Paying Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary Secured Parties in connection with any Securitization (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 Secured Parties in connection with such Securitization). (c) In connection with any Securitization, on the related Securitization Date, subject to satisfaction of the conditions referred to in this Section, the Administrative Agent shall, at the expense of the Borrower, (i) execute such instruments of release with respect to the portion of the related Receivables (and the other related Collateral) to be released to the Borrower, including a Securitization Release, in favor of the Borrower as the Borrower may reasonably request, (ii) deliver or cause to be delivered any portion of the related Receivables (and the other related Collateral) to be released to the Borrower to the Borrower and (iii) otherwise take such actions, and cause or permit the Servicer to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent on the portion of the related Receivables (and the other related Collateral) to be released to the Borrower and deliver to the Borrower such related Receivables and related Collateral.

Securitizations. (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 (and the other related Collateral) in connection with a Securitization, Securitization which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) : the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities IntermediaryAccount Bank, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator), as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, provided, that such notice is delivered in the Loans Outstanding form set forth in Annex 2 of Exhibit G hereto; and provided further, that, for the avoidance of doubt, such two (2) Business Days’ notice period shall be reduced not apply with respect to the initial transfer of Receivables by the Borrower to a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary Special Purpose Affiliate in connection with any Securitization (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 new Securitization).;

Securitizations. (a) On any Business DayIn accordance with the terms of SECTION 2.3(a) of the Loan Purchase Agreement, the Borrower Loan Originator shall have effect Securitizations at the right direction of the Majority Noteholders. In connection therewith, the Issuer agrees to prepay assist the Loan Originator in such Securitizations and accordingly it shall, at the request and direction of the Majority Noteholders: (i) transfer, deliver and sell all or a portion of the Loans Outstanding Loans, as of the "cutoff dates" of the related Securitizations, to such Securitization Participants as may be necessary to effect the Securitizations; provided, that any such sale shall be for "fair market value," as determined by the Majority Noteholders in their reasonable discretion; (ii) deposit the cash Securitization Proceeds into the Collection Account pursuant to SECTION 5.01(b)(1) and retain any Retained Securities created in Securitizations in accordance with the terms of the Trust Agreement; (iii) to the extent that a Securitization creates any Retained Securities, to accept such Retained Securities as a part of the Securitization Proceeds, PROVIDED, THAT any such acceptance of such Retained Securities shall be subject to the Issuer's reasonable approval; and (iv) take such further actions as may be reasonably necessary to effect such Securitizations. (b) The Servicer hereby covenants that it will take such actions as may be reasonably necessary to effect Securitizations as the Majority Noteholders may request and direct. (c) The right of the Majority Noteholders to require the Administrative Agent Issuer and the Loan Originator to release its security interest effect Securitizations is subject to (i) the conditions set forth in Section 2.3(a) of the Loan Purchase Agreement and Lien (ii) the Issuer's right of approval with respect to the Securitization. (d) The Issuer covenants that no Loan shall remain pledged as Collateral for a single Series of Notes past the date ending on the related Receivables second Securitization which occurs while such Loan was pledged as Collateral. (and the other related Collaterale) The Loan Originator shall, in connection with a Securitization, which release cause FFCA to obtain an Opinion of Counsel to the effect that the securities issued shall be delivered in treated as the form issuance of the Securitization Release on the Securitization Date, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Securities Intermediary, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (debt instruments by FFCA or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose an Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or the Aggregate Unpaids shall be paid in full as a result of such Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator), as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (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 aggregate Loans Outstanding to be paid in connection with the Securitization, (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 and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000thereof. (b) The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary in connection with any Securitization (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 Securitization).