Common use of Take-outs Clause in Contracts

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. (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.