Take-outs Sample Clauses
Take-outs. (a) On any Business Day, the Borrower shall have the right to effect a Take-out by prepaying all or a portion of the Loans Outstanding and require the Administrative Agent to release its security interest and Lien on a corresponding portion of Receivables pursuant to a Take-our Release, subject to the following terms and conditions:
(i) the Borrower shall have given the Administrative Agent and the Servicer at least five (5) Business Days’ prior written notice in the form of a Take-out Notice substantially similar to Annex 2 of Exhibit E hereto of its intent to effect a Take-out (provided, that the Borrower shall use commercially reasonable efforts to give the Administrative Agent at least ten (10) Business Days’ verbal notice of its intent to effect the related Take-out). Such Take-out Notice shall include the Receivables to be transferred by the Borrower on the related Take-out Date (the “Take-out Receivables”) as further described in Schedule I thereto (the “Schedule of Take-out Receivables”);
(ii) unless a Take-out is to be effected on a Distribution Date (in which case the relevant calculations with respect to such Take-out shall be reflected on the applicable Monthly Report), the initial Servicer shall deliver to the Administrative Agent on or before the related Take-out Date: (A) a Take-out Date Certificate (which shall include a calculation of the Borrowing Base after giving effect to such Take-out), together with evidence to the reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Take-out Date to effect such Take-out in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Take-out and (B) a computer tape of the Receivables, both before and after giving effect to such Take-out;
(iii) on the related Take-out Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Take-out and the release to the Borrower of the related Receivables on the related Take-out Date, (A) no Borrowing Base Deficiency exists or will result from such Take-out, (B) neither an Unmatured Event of Default nor an Event of Default has occurred, nor will either result from such Take-out, (C) the Excess Spread shall be no less than the Required Excess Spread and (D) the fractional portion of the Eligible Pool Balance that represents the aggregate Principal Balance of all Delinquent Re...
Take-outs. (a) On any Take-Out Date, the Agent, with the consent of the Servicer, may direct the Servicer (on behalf of the Seller and the Agent) to sell the Contracts (or a portion thereof equal to at least the amount necessary to permit the Servicer to exercise its purchase rights pursuant to Section 2.05) to the Person designated by the Agent, with the consent of the Servicer, for the Fair Market Value thereof in connection with a Take-Out Securitization. All Take-Out Proceeds received from such a Take-Out Securitization shall be immediately deposited in the Collection Account for distribution pursuant to Section 5.02(d). In the event that the Fair Market Value of the Contracts subject to any such Take-Out Securitization would be less than the Minimum Purchase Price on the proposed Take-Out Date, the Agent shall have the right to (i) with the consent of the Investor and the Banks, purchase the Contracts subject to the Take-Out Securitization for the Fair Market Value thereof or (ii) notify the Seller that the Investors and the Banks will not purchase any additional Receivable Interests hereunder. In the event that (A) the Agent exercises its option pursuant to clause (i) of the immediately preceding sentence, (x) the Agent shall deposit into the Collection Account an amount equal to the Fair Market Value of the Contracts (for distribution in accordance with the provisions of Section 5.02(d)) and (y) the Seller's interest in such Contracts and in the related Receivables shall be deemed canceled without requirement for any future actions or (B) the Agent exercises its option pursuant to clause (ii) of the immediately preceding sentence, the Seller shall retain title to the Contracts subject to the Take-Out Securitization (subject to the Banks and the Investors Receivable Interests in the related Receivables), and all amounts in the Collection Account to be distributed on succeeding Distribution Dates shall be distributed in accordance with Section 5.02(c).
(b) The Seller and each Servicer Party agree to take any and all actions reasonably required by the Agent to effectuate any sale of Contracts described in this Section 2.
Take-outs. (i) Shipment to Take-out Investor. If Seller desires that Custodian send an Asset File to a Take-out Investor or another warehousing or other mortgage financing institution, rather than to Seller or Nominee directly, in connection with Seller’s repurchase or release of the related Underlying Asset, then Seller shall prepare and send to Custodian and Buyer written shipping instructions pursuant to the terms of Custodial Agreement.
(ii) Payments from Take-out Investor. Immediately following receipt of the Repurchase/Release Price by Buyer for Underlying Assets from a Take-out Investor to whom Custodian has shipped the related Asset File, the related Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property shall cease to be subject to this Agreement and the other Facility Documents, and Buyer shall be deemed to have released all of its interests in such Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property, as applicable, including the Pledged Items related thereto, without further action by any Person.
Take-outs. On any Business Day, the Borrower shall have the right to prepay all or a portion of the Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the related Receivables, subject to the following terms and conditions:
(i) the Borrower shall have given the Administrative Agent (who will notify each Agent), the Servicer and the Backup Servicer at least ten Business Days' prior written notice of its intent to effect the related Take-out; (ii) unless a Take-out is to be effected on a Payment Date (in which case the relevant calculations with respect to such Take-out shall be reflected on the applicable Monthly Report), the initial Servicer shall deliver to the Administrative Agent (A) a Take-out Date Certificate (which shall include a calculation of the Borrowing Base after giving effect to such Take-out), together with evidence to the reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Take-out Date to effect such Take-out in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Take-out and (B) a computer tape of the Receivables, both before and after giving effect to such Take-out; 66
Take-outs. (a) On any Business Day, the Borrower shall have the right to prepay all or a portion of the Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the related Receivables, subject to the following terms and conditions:
(i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer and the Backup Servicer at least ten Business Days' prior written notice of its intent to effect the related Take-out; (ii) unless a Take-out is to be effected on a Payment Date (in which case the relevant calculations with respect to such Take-out shall be reflected on the applicable Monthly Report), the initial Servicer shall deliver to the Administrative
Take-outs. DB1/ 139452285.4 62 154304283v7 (a) On any Business Day, the Borrower shall have the right to prepay all or a portion of the Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the related Receivables, subject to the following terms and conditions:
Take-outs