Common use of Demand Note Clause in Contracts

Demand Note. (a) On the date hereof, the Borrower will deliver the Demand Note to the Program Agent. The Borrower hereby authorizes the Program Agent to demand payment on the Demand Note at any time during the period commencing on the date hereof and ending on the Final Collection Date, and hereby acknowledges and agrees that the Program Agent may exercise any and all rights and remedies of the Borrower under or in connection with the Demand Note, including, without limitation, any and all rights of the Borrower to demand or otherwise require payment of any amount under, or performance of any provision of, the Demand Note; provided that notwithstanding the foregoing, the Program Agent agrees that it will not demand payment on the Demand Note after the Termination Date so long as all of the following conditions are satisfied: (i) the Termination Date occurred solely as a result of the occurrence of the Commitment Termination Date, (ii) at all times following the Termination Date the Outstanding Loan Amount is less than the Borrowing Base, (iii) no Event of Termination or Servicer Default has occurred and is continuing and (iv) if the Outstanding Loan Amount is less than or equal to 5.00% of the Outstanding Loan Amount as of the close of business on the Termination Date, the Borrower has not breached its obligation to prepay the Outstanding Loan Amount in full pursuant to the last sentence of Section 2.05(b) hereof. The Program Agent shall deposit all amounts received from DTAC under the Demand Note to the Collection Account and such amounts shall be treated as Collections for purposes of Sections 2.06 and 2.07 hereof, as determined by the Program Agent in its sole discretion. (b) The Borrower agrees (i) to instruct DTAC to comply with the instructions of the Program Agent as described in this Section 2.15, (ii) to instruct DTAC that no payment shall be made under the Demand Note other than at the direction of the Program Agent and (iii) if the Borrower shall receive any payment from DTAC under the Demand Note, it shall so notify the Program Agent and deposit such payments into the Collection Account or as otherwise directed by the Program Agent within one Business Day following receipt thereof. Any payment received by the Borrower under or in connection with the Demand Note shall be received in trust for the benefit of the Program Agent, shall be segregated from other funds of the Borrower and shall be forthwith paid over to the Program Agent in the same form received (with any necessary endorsement). During the period from the date hereof until the Final Collection Date, the Borrower will not consent to any amendment or modification of the Demand Note without the prior written consent of the Program Agent. (c) The Borrower hereby irrevocably appoints the Program Agent as the Borrower’s attorney-in-fact, with full authority in the place and stead of the Borrower and in the name of the Borrower or otherwise, from time to time to take any action and to execute any instrument which the Program Agent may deem necessary or appropriate in order to exercise its remedies hereunder with respect to the Demand Note, including, without limitation, (i) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for monies due and to become due under or in connection with the Demand Note, (ii) to receive, indorse and collect any drafts or other instruments, documents, security certificates and chattel paper in connection therewith, and (iii) to file any claims or take any action or institute proceeding which the Program Agent may deem necessary or desirable for the collection of the Demand Note or otherwise to enforce compliance with the terms, conditions or rights of the Program Agent with respect to the Demand Note. (d) The powers conferred on the Program Agent pursuant to this Section 2.15 are solely to protect its interest in the Demand Note and shall not impose any duty upon it to exercise any such powers. Except for the accounting for moneys actually received by it hereunder, the Program Agent shall have no duty with respect to the Demand Note, as to ascertaining or taking any action with respect to matters relative to the Demand Note, whether or not the Program Agent is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against other parties or any other rights pertaining to the Demand Note.

Demand Note. (a) On the date hereofClosing Date, the Borrower will deliver the Demand Note to the Program Agent. The Borrower hereby authorizes the Program Agent to demand payment on the Demand Note at any time during the period commencing on the date hereof Closing Date and ending on the Final Collection Date, and hereby acknowledges and agrees that the Program Agent may exercise any and all rights and remedies of the Borrower under or in connection with the Demand Note, including, without limitation, any and all rights of the Borrower to demand or otherwise require payment of any amount under, or performance of any provision of, the Demand Note; provided provided, that notwithstanding the foregoing, the Program Agent agrees that it will not demand payment on the Demand Note after the Termination Date so long as all of the following conditions are satisfied: (i) the Termination Date occurred solely as a result of the occurrence of the Commitment Termination Date, (ii) at all times following the Termination Date the percentage equivalent of a fraction, the numerator of which is the Outstanding Loan Amount and the denominator of which is less the aggregate Principal Balances of all Eligible Contracts is greater than or equal to the Borrowing BaseAdvance Rate in effect on the Termination Date, (iii) no Event of Termination or Servicer Default has occurred and is continuing and (iv) if the Outstanding Loan Amount is less than or equal to 5.00% of the Outstanding Loan Amount as of the close of business on the Termination Date, the Borrower has not breached its obligation to prepay the Outstanding Loan Amount in full pursuant to the last sentence of Section 2.05(b) hereof. The Program Agent shall deposit all amounts received from DTAC under the Demand Note to the Collection Account and such amounts shall be treated as Finance Charge Collections or Principal Collections for purposes of Sections 2.06 and 2.07 hereof, as determined by the Program Agent in its sole discretion. (b) The Borrower agrees (i) to instruct DTAC to comply with the instructions of the Program Agent as described in this Section 2.15, (ii) to instruct DTAC that no payment shall be made under the Demand Note other than at the direction of the Program Agent and (iii) if the Borrower shall receive any payment from DTAC under the Demand Note, it shall so notify the Program Agent and deposit such payments into the Collection Account or as otherwise directed by the Program Agent within one Business Day following receipt thereof. Any payment received by the Borrower under or in connection with the Demand Note shall be received in trust for the benefit of the Program Agent, shall be segregated from other funds of the Borrower and shall be forthwith paid over to the Program Agent in the same form received (with any necessary endorsement). During the period from the date hereof until the Final Collection Date, the Borrower will not consent to any amendment or modification of the Demand Note without the prior written consent of the Program Agent. (c) The Borrower hereby irrevocably appoints the Program Agent as the Borrower’s attorney-in-fact, with full authority in the place and stead of the Borrower and in the name of the Borrower or otherwise, from time to time to take any action and to execute any instrument which the Program Agent may deem necessary or appropriate in order to exercise its remedies hereunder with respect to the Demand Note, including, without limitation, (i) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for monies due and to become due under or in connection with the Demand Note, (ii) to receive, indorse and collect any drafts or other instruments, documents, security certificates and chattel paper in connection therewith, and (iii) to file any claims or take any action or institute proceeding which the Program Agent may deem necessary or desirable for the collection of the Demand Note or otherwise to enforce compliance with the terms, conditions or rights of the Program Agent with respect to the Demand Note. (d) The powers conferred on the Program Agent pursuant to this Section 2.15 are solely to protect its interest in the Demand Note and shall not impose any duty upon it to exercise any such powers. Except for the accounting for moneys actually received by it hereunder, the Program Agent shall have no duty with respect to the Demand Note, as to ascertaining or taking any action with respect to matters relative to the Demand Note, whether or not the Program Agent is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against other parties or any other rights pertaining to the Demand Note.

Demand Note. (a) On or before the date hereof, Closing Date the Borrower will Issuer shall deliver the Demand Note to the Program Agent. The Borrower hereby authorizes Collateral Agent for the Program benefit of the Trust Collateral Agent and the Note Insurer, in an amount equal to demand payment on the Demand Note at any time during Amount. The Demand Note shall be an Eligible Investment of the period commencing on Spread Account. Such Demand Note shall remain in full force and effect for so long as (i) this Agreement and the date hereof Indenture remain in full force and ending on effect or (ii) until the Final Collection Date, and hereby acknowledges and agrees that the Program Agent may exercise any Demand Note Amount is reduced to zero and all rights amounts due and remedies owing to the Demand Note Provider and/or Demand Note Guarantor, as applicable, have been paid in full. Upon termination of the Borrower under or in connection with the Demand Note, including, without limitation, any and all rights of the Borrower to demand or otherwise require payment of any amount under, or performance of any provision of, the Demand Note; provided that notwithstanding the foregoing, the Program Agent agrees that it will not demand payment on the Demand Note after the Termination Date so long as all of the following conditions are satisfied: (i) the Termination Date occurred solely as a result of the occurrence of the Commitment Termination Date, (ii) at all times following the Termination Date the Outstanding Loan Amount is less than the Borrowing Base, (iii) no Event of Termination or Servicer Default has occurred and is continuing and (iv) if the Outstanding Loan Amount is less than or equal to 5.00% of the Outstanding Loan Amount as of the close of business on the Termination Date, the Borrower has not breached its obligation to prepay the Outstanding Loan Amount in full pursuant to the last sentence of Section 2.05(b) hereof. The Program Trust Collateral Agent shall deposit all amounts received from DTAC under direct the Collateral Agent to surrender the Demand Note to the Collection Account and such amounts shall be treated as Collections for purposes of Sections 2.06 and 2.07 hereof, as determined by the Program Agent in its sole discretionDemand Note Provider. (b) The Borrower agrees If on any Determination Date (based on the Servicer's Certificate delivered on such Determination Date by the Servicer pursuant to Section 4.9, upon which the Trust Collateral Agent may conclusively rely) the Available Funds, together with other amounts on deposit in the Spread Account (other than the Demand Note), are insufficient to pay the full amount described in clauses (i) through (vi) of Section 5.6(c), the Trust Collateral Agent shall direct the Collateral Agent (i) to instruct DTAC submit to comply with the instructions Demand Note Provider by 5:00 pm (New York time) a completed demand certificate, substantially in the form of Exhibit A to the Demand Note, demanding payment from the Demand Note Provider and the Demand Note Guarantor, by not later than 5:00 p.m. (New York time) on the Business Day following the Business Day on which the Demand Note Provider receives such demand certificate, of the Program Agent as described in this Section 2.15, Remaining Deficiency Claim Amount and (ii) to instruct DTAC deliver such Remaining Deficiency Claim Amount to the Trust Collateral Agent for deposit in the Collection Account, for application in respect of such insufficiency; provided, that no payment Deficiency Claim Amount shall be made under paid for any principal payable pursuant to clause (iv) of Section 5.6(c) unless the Overcollateralization Amount is less than zero or such Payment Date is a Final Scheduled Payment Date for any class of Class A Notes. If the Demand Note other than at the direction of the Program Agent and (iii) if the Borrower Provider shall receive fail to make any payment from DTAC under when required above, the Demand Note, it Note Guarantor shall so notify be required to make such payment by 10:00 a.m. (New York time) on the Program Agent and deposit such payments into the Collection Account or as otherwise directed by the Program Agent within one Business Day following receipt thereofthe date such payment was due. Any payment received by Notwithstanding the Borrower under or in connection with foregoing, if the Demand Note shall be received Spread Account has been funded in trust for accordance with Section 5.12(c) or (e) and the benefit of the Program Agent, shall be segregated from other funds of the Borrower and shall be forthwith paid over to the Program Agent in the same form received (with any necessary endorsement). During the period from the date hereof until the Final Collection DateSpread Account Agreement, the Borrower will not consent Trust Collateral Agent shall instead direct the Collateral Agent to any amendment or modification of withdraw the Remaining Deficiency Claim Amount from the Demand Note without the prior written consent of the Program AgentSpread Account. (c) The Borrower hereby irrevocably appoints If at any time while the Program Agent as Notes are outstanding, the Borrower’s attorney-in-factApplicable Demand Note Person shall cease to be an Eligible Person, with full authority the Issuer shall (unless otherwise consented to in writing by the place and stead Controlling Party) within 10 days of the Borrower and in the name of the Borrower or otherwise, from time to time to take any action and to execute any instrument date on which the Program Agent may deem necessary or appropriate in order to exercise its remedies hereunder with respect to Applicable Demand Note Person was downgraded, replace the Demand Note, including, without limitation, (i) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for monies due and to become due under or in connection with the Demand Note, (ii) to receive, indorse and collect any drafts or other instruments, documents, security certificates and chattel paper in connection therewith, and (iii) to file any claims or take any action or institute proceeding which the Program Agent may deem necessary or desirable for the collection of the existing Demand Note or otherwise Demand Note Guarantee, as applicable, with a substitute Demand Note or Demand Note Guarantee, as applicable, from an Eligible Person. If the Issuer shall fail to enforce compliance deliver such replacement Demand Note or Demand Note Guarantee, as applicable, within 10 days of the date on which the Applicable Demand Note Person was downgraded, the Collateral Agent shall, upon written instructions from the Note Insurer, submit to the existing Demand Note or Demand Note Guarantor, as applicable, a completed demand certificate for the remaining Demand Note Amount. Any amounts received as a result of such claim shall be deposited into the Series 2006-B Demand Note Spread Account to be distributed in accordance with Section 5.6 hereof and with the termsSpread Account Agreement. Upon receipt by the Collateral Agent of a replacement Demand Note or Demand Note Guarantee, conditions or rights as applicable, in accordance with this Section 5.12(c), the Collateral Agent shall surrender the original of the Program Agent with respect replaced Demand Note or Demand Note Guarantee, as applicable, to the Demand Noteissuer thereof. (d) The powers conferred on the Program Agent pursuant to this Section 2.15 are solely to protect its interest in Demand Note and/or the Demand Note and Guarantee shall not impose any duty upon it to exercise any such powers. Except for the accounting for moneys actually received by it hereunder, the Program Agent shall have no duty with respect be returned to the Demand NoteNote Provider at the times and subject to the conditions described in this Section 5.12. (e) If at any time while the Notes are outstanding a Demand Note Event shall have occurred and be continuing, as to ascertaining or taking any action with respect to matters relative the Collateral Agent shall, upon written direction from the Note Insurer, submit to the Demand Note, whether or not Note Provider a completed demand certificate for the Program Agent is deemed to have knowledge remaining Demand Note Amount. Any amounts received as a result of such matters, or as claim shall be deposited into the Series 2006-B Demand Note Spread Account to be distributed in accordance with Section 5.6 hereof and with the taking of any necessary steps to preserve rights against other parties or any other rights pertaining to the Demand NoteSpread Account Agreement.

Demand Note. (a) On the date hereofClosing Date, the Borrower will deliver the Demand Note to the Program Agent. The Borrower hereby authorizes the Program Agent to demand payment on the Demand Note at any time during the period commencing on the date hereof Closing Date and ending on the Final Collection Date, and hereby acknowledges and agrees that the Program Agent may exercise any and all rights and remedies of the Borrower under or in connection with the Demand Note, including, without limitation, any and all rights of the Borrower to demand or otherwise require payment of any amount under, or performance of any provision of, the Demand Note; provided provided, that notwithstanding the foregoing, the Program Agent agrees that it will not demand payment on the Demand Note after the Termination Date so long as all of the following conditions are satisfied: (i) the Termination Date occurred solely as a result of the occurrence of the Commitment Termination Date, (ii) at all times following the Termination Date the percentage equivalent of a fraction, the numerator of which is the Outstanding Loan Amount and the denominator of which is less the aggregate Principal Balances of all Eligible Contracts is greater than or equal to the Borrowing BaseAdvance Rate in effect on the Termination Date, (iii) no Event of Termination or Servicer Default has occurred and is continuing and (iv) if the Outstanding Loan Amount is less than or equal to 5.00% of the Outstanding Loan Amount as of the close of business on the Termination Date, the Borrower has not breached its obligation to prepay the Outstanding Loan Amount in full pursuant to the last sentence of Section 2.05(b) hereof. The Program Agent shall deposit all amounts received from DTAC under the Demand Note to the Collection Account and such amounts shall be treated as Finance Charge Collections or Principal Collections for purposes of Sections 2.06 and 2.07 hereof, as determined by the Program Agent in its sole discretion. (b) The Borrower agrees (i) to instruct DTAC to comply with the instructions of the Program Agent as described in this Section 2.152.16, (ii) to instruct DTAC that no payment shall be made under the Demand Note other than at the direction of the Program Agent and (iii) if the Borrower shall receive any payment from DTAC under the Demand Note, it shall so notify the Program Agent and deposit such payments into the Collection Account or as otherwise directed by the Program Agent within one Business Day following receipt thereof. Any payment received by the Borrower under or in connection with the Demand Note shall be received in trust for the benefit of the Program Agent, shall be segregated from other funds of the Borrower and shall be forthwith paid over to the Program Agent in the same form received (with any necessary endorsementindorsement). During the period from the date hereof Closing Date until the Final Collection Date, the Borrower will not consent to any amendment or modification of the Demand Note without the prior written consent of the Program Agent. (c) The Borrower hereby irrevocably appoints the Program Agent as the Borrower’s attorney-in-factfat, with full authority in the place and stead of the Borrower and in the name of the Borrower or otherwise, from time to time to take any action and to execute any instrument which the Program Agent may deem necessary or appropriate in order to exercise its remedies hereunder with respect to the Demand Note, including, without limitation, (i) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for monies money’s due and to become due under or in connection with the Demand Note, (ii) to receive, indorse and collect any drafts or other instruments, documents, security certificates and chattel paper in connection therewith, and (iii) to file any claims or take any action or institute proceeding which the Program Agent may deem necessary or desirable for the collection of the Demand Note or otherwise to enforce compliance with the terms, conditions or rights of the Program Agent with respect to the Demand Note. (d) The powers conferred on the Program Agent pursuant to this Section 2.15 2.16 are solely to protect its interest in the Demand Note and shall not impose any duty upon it to exercise any such powers. Except for the accounting for moneys actually received by it hereunder, the Program Agent shall have no duty with respect to the Demand Note, as to ascertaining or taking any action with respect to matters relative to the Demand Note, whether or not the Program Agent is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against other parties or any other rights pertaining to the Demand Note.

Demand Note. (a) On or before the date hereof, Closing Date the Borrower will Issuer shall deliver the Demand Note to the Program Agent. The Borrower hereby authorizes Collateral Agent for the Program benefit of the Trust Collateral Agent and the Note Insurer, in an amount equal to demand payment on the Demand Note at any time during Amount. The Demand Note shall be an Eligible Investment of the period commencing on Spread Account. Such Demand Note shall remain in full force and effect for so long as (i) this Agreement and the date hereof Indenture remain in full force and ending on effect or (ii) until the Final Collection Date, and hereby acknowledges and agrees that the Program Agent may exercise any Demand Note Amount is reduced to zero and all rights amounts due and remedies owing to the Demand Note Provider and/or Demand Note Guarantor, as applicable, have been paid in full. Upon termination of the Borrower under or in connection with the Demand Note, including, without limitation, any and all rights of the Borrower to demand or otherwise require payment of any amount under, or performance of any provision of, the Demand Note; provided that notwithstanding the foregoing, the Program Agent agrees that it will not demand payment on the Demand Note after the Termination Date so long as all of the following conditions are satisfied: (i) the Termination Date occurred solely as a result of the occurrence of the Commitment Termination Date, (ii) at all times following the Termination Date the Outstanding Loan Amount is less than the Borrowing Base, (iii) no Event of Termination or Servicer Default has occurred and is continuing and (iv) if the Outstanding Loan Amount is less than or equal to 5.00% of the Outstanding Loan Amount as of the close of business on the Termination Date, the Borrower has not breached its obligation to prepay the Outstanding Loan Amount in full pursuant to the last sentence of Section 2.05(b) hereof. The Program Trust Collateral Agent shall deposit all amounts received from DTAC under direct the Collateral Agent to surrender the Demand Note to the Collection Account and such amounts shall be treated as Collections for purposes of Sections 2.06 and 2.07 hereof, as determined by the Program Agent in its sole discretionDemand Note Provider. (b) The Borrower agrees If on any Determination Date (based on the Servicer's Certificate delivered on such Determination Date by the Servicer pursuant to Section 4.9, upon which the Trust Collateral Agent may conclusively rely) the Available Funds, together with other amounts on deposit in the Spread Account (other than the Demand Note), are insufficient to pay the full amount described in clauses (i) through (vi) of Section 5.6(c), the Trust Collateral Agent shall direct the Collateral Agent (i) to instruct DTAC submit to comply with the instructions Demand Note Provider a completed demand certificate, substantially in the form of Exhibit A to the Demand Note, demanding payment from the Demand Note Provider and the Demand Note Guarantor, by not later than 5:00 p.m. (New York time) on the Business Day following the Business Day on which the Demand Note Provider receives such demand certificate, of the Program Agent as described in this Section 2.15, Remaining Deficiency Claim Amount and (ii) to instruct DTAC deliver such Remaining Deficiency Claim Amount to the Trust Collateral Agent for deposit in the Collection Account, for application in respect of such insufficiency; provided, that no payment Deficiency Claim Amount shall be made under paid for any principal payable pursuant to clause (iv) of Section 5.6(c) unless the Overcollateralization Amount is less than zero or such Payment Date is a Final Scheduled Payment Date for any class of Class A Notes. If the Demand Note other than at the direction of the Program Agent and (iii) if the Borrower Provider shall receive fail to make any payment from DTAC under when required above, the Demand Note, it Note Guarantor shall so notify be required to make such payment by 10:00 a.m. on the Program Agent and deposit such payments into the Collection Account or as otherwise directed by the Program Agent within one Business Day following receipt thereofthe date such payment was due. Any payment received by Notwithstanding the Borrower under or in connection with foregoing, if the Demand Note shall be received Spread Account has been funded in trust for accordance with Section 5.12(c) or (e) and the benefit of the Program Agent, shall be segregated from other funds of the Borrower and shall be forthwith paid over to the Program Agent in the same form received (with any necessary endorsement). During the period from the date hereof until the Final Collection DateSpread Account Agreement, the Borrower will not consent Trust Collateral Agent shall instead direct the Collateral Agent to any amendment or modification of withdraw the Remaining Deficiency Claim Amount from the Demand Note without the prior written consent of the Program AgentSpread Account. (c) The Borrower hereby irrevocably appoints If at any time while the Program Agent as Notes are outstanding, the Borrower’s attorney-in-factApplicable Demand Note Person shall cease to be an Eligible Person, with full authority the Issuer shall (unless otherwise consented to in writing by the place and stead Controlling Party) within 10 days of the Borrower and in the name of the Borrower or otherwise, from time to time to take any action and to execute any instrument date on which the Program Agent may deem necessary or appropriate in order to exercise its remedies hereunder with respect to Applicable Demand Note Person was downgraded, replace the Demand Note, including, without limitation, (i) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for monies due and to become due under or in connection with the Demand Note, (ii) to receive, indorse and collect any drafts or other instruments, documents, security certificates and chattel paper in connection therewith, and (iii) to file any claims or take any action or institute proceeding which the Program Agent may deem necessary or desirable for the collection of the existing Demand Note or otherwise Demand Note Guarantee, as applicable, with a substitute Demand Note or Demand Note Guarantee, as applicable, from an Eligible Person. If the Issuer shall fail to enforce compliance deliver such replacement Demand Note or Demand Note Guarantee, as applicable, within 10 days of the date on which the Applicable Demand Note Person was downgraded, the Collateral Agent shall, upon written instructions from the Note Insurer, submit to the existing Demand Note or Demand Note Guarantor, as applicable, a completed demand certificate for the remaining Demand Note Amount. Any amounts received as a result of such claim shall be deposited into the Series 2004-B Demand Note Spread Account to be distributed in accordance with Section 5.6 hereof and with the termsSpread Account Agreement. Upon receipt by the Collateral Agent of a replacement Demand Note or Demand Note Guarantee, conditions or rights as applicable, in accordance with this Section 5.12(c), the Collateral Agent shall surrender the original of the Program Agent with respect replaced Demand Note or Demand Note Guarantee, as applicable, to the Demand Noteissuer thereof. (d) The powers conferred on the Program Agent pursuant to this Section 2.15 are solely to protect its interest in Demand Note and/or the Demand Note and Guarantee shall not impose any duty upon it to exercise any such powers. Except for the accounting for moneys actually received by it hereunder, the Program Agent shall have no duty with respect be returned to the Demand NoteNote Provider at the times and subject to the conditions described in this Section 5.12. (e) If at any time while the Notes are outstanding a Demand Note Event shall have occurred and be continuing, as to ascertaining or taking any action with respect to matters relative the Collateral Agent shall, upon written direction from the Note Insurer, submit to the Demand Note, whether or not Note Provider a completed demand certificate for the Program Agent is deemed to have knowledge remaining Demand Note Amount. Any amounts received as a result of such matters, or as claim shall be deposited into the Series 2004-B Demand Note Spread Account to be distributed in accordance with Section 5.6 hereof and with the taking of any necessary steps to preserve rights against other parties or any other rights pertaining to the Demand NoteSpread Account Agreement.

Demand Note. Issuer shall not make any demand for payment under the Demand Note (a) On whether in respect of principal or interest), except at the date hereofprior written direction of the Note Purchaser Agent. The Note Purchaser Agent shall be entitled to direct the Issuer to demand, and Issuer shall demand, payment of the Borrower will deliver amount designated by the Note Purchaser Agent under the Demand Note to cure or cover the Program Agent. The Borrower hereby authorizes the Program Agent to demand payment on the Demand Note related deficiency at any time during in the period commencing event that (i) a Borrowing Base Deficiency is continuing, (ii) there are insufficient funds on any Payment Date to be applied to make the date hereof and ending on the Final Collection Datenet payments due by Issuer under any Interest Rate Hedge or (iii) following an Event of Default, and hereby acknowledges and agrees that the Program Agent may exercise any and all rights and remedies acceleration of the Borrower Notes and sale of the Collateral pursuant to Article V of the Indenture, the amounts realized upon the sale of the Collateral are insufficient to pay in full (A) the amounts due under or in connection with the Demand NoteNotes, (B) the other amounts due under the Indenture and (C) any amounts due to the Note Purchaser Agent, New Note Purchasers and/or the Issuing Bank under the Reimbursement Agreement and/or any other Basic Document (including, without limitation, any and all rights obligation to collateralize outstanding Letters of Credit). To the Borrower to demand extent that the Indenture Trustee has foreclosed upon, or otherwise require payment of any amount under, or performance of any provision obtained possession of, the Demand Note; provided that notwithstanding the foregoing, the Program Note Purchaser Agent agrees that it will not and the Issuing Bank shall direct the Indenture Trustee to demand payment on the Demand Note after the Termination Date so long as all of the following conditions are satisfied: (i) the Termination Date occurred solely as a result of the occurrence of the Commitment Termination Date, (ii) at all times following the Termination Date the Outstanding Loan Amount is less than the Borrowing Base, (iii) no Event of Termination or Servicer Default has occurred and is continuing and (iv) if the Outstanding Loan Amount is less than or equal to 5.00% of the Outstanding Loan Amount as of the close of business on the Termination Date, the Borrower has not breached its obligation to prepay the Outstanding Loan Amount in full pursuant to the last sentence of Section 2.05(b) hereof. The Program Agent shall deposit all amounts received from DTAC under the Demand Note pursuant to Section 5.18 of the Indenture only if and to the extent that the Note Purchaser Agent would be permitted to direct the Issuer to demand payment under the Demand Note pursuant to and in accordance with the immediately preceding sentence. Issuer shall make any demand for payment pursuant to this SECTION 7.08 not later than the 2nd Business Day following written notice by Note Purchaser Agent to Issuer requesting such demand. Any amounts received from Seller pursuant to any such demand shall be deposited into the Collection Account and applied as a part of Collections on the Payment Date on or after the date on which such amounts shall be treated as Collections for purposes of Sections 2.06 and 2.07 hereof, as determined by the Program Agent in its sole discretion. (bwere received pursuant to Section 8.2(b) The Borrower agrees (i) to instruct DTAC to comply with the instructions of the Program Agent as described in this Section 2.15, (ii) to instruct DTAC that no payment shall be made under the Demand Note other than at the direction of the Program Agent and (iii) if the Borrower shall receive any payment from DTAC under the Demand Note, it shall so notify the Program Agent and deposit such payments into the Collection Account or as otherwise directed by the Program Agent within one Business Day following receipt thereof. Any payment received by the Borrower under or in connection with the Demand Note shall be received in trust for the benefit of the Program Agent, shall be segregated from other funds of the Borrower and shall be forthwith paid over to the Program Agent in the same form received (with any necessary endorsement). During the period from the date hereof until the Final Collection Date, the Borrower will not consent to any amendment or modification of the Demand Note without the prior written consent of the Program AgentIndenture. (c) The Borrower hereby irrevocably appoints the Program Agent as the Borrower’s attorney-in-fact, with full authority in the place and stead of the Borrower and in the name of the Borrower or otherwise, from time to time to take any action and to execute any instrument which the Program Agent may deem necessary or appropriate in order to exercise its remedies hereunder with respect to the Demand Note, including, without limitation, (i) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for monies due and to become due under or in connection with the Demand Note, (ii) to receive, indorse and collect any drafts or other instruments, documents, security certificates and chattel paper in connection therewith, and (iii) to file any claims or take any action or institute proceeding which the Program Agent may deem necessary or desirable for the collection of the Demand Note or otherwise to enforce compliance with the terms, conditions or rights of the Program Agent with respect to the Demand Note. (d) The powers conferred on the Program Agent pursuant to this Section 2.15 are solely to protect its interest in the Demand Note and shall not impose any duty upon it to exercise any such powers. Except for the accounting for moneys actually received by it hereunder, the Program Agent shall have no duty with respect to the Demand Note, as to ascertaining or taking any action with respect to matters relative to the Demand Note, whether or not the Program Agent is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against other parties or any other rights pertaining to the Demand Note.

Demand Note. (a) On or before the date hereof, Closing Date the Borrower will Issuer shall deliver the Demand Note to the Program Agent. The Borrower hereby authorizes Collateral Agent for the Program benefit of the Trust Collateral Agent and the Note Insurer, in an amount equal to demand payment on the Demand Note at any time during Amount. The Demand Note shall be an Eligible Investment of the period commencing on Spread Account. Such Demand Note shall remain in full force and effect for so long as (i) this Agreement and the date hereof Indenture remain in full force and ending on effect or (ii) until the Final Collection Date, and hereby acknowledges and agrees that the Program Agent may exercise any Demand Note Amount is reduced to zero and all rights amounts due and remedies owing to the Demand Note Provider and/or Demand Note Guarantor, as applicable, have been paid in full. Upon termination of the Borrower under or in connection with the Demand Note, including, without limitation, any and all rights of the Borrower to demand or otherwise require payment of any amount under, or performance of any provision of, the Demand Note; provided that notwithstanding the foregoing, the Program Agent agrees that it will not demand payment on the Demand Note after the Termination Date so long as all of the following conditions are satisfied: (i) the Termination Date occurred solely as a result of the occurrence of the Commitment Termination Date, (ii) at all times following the Termination Date the Outstanding Loan Amount is less than the Borrowing Base, (iii) no Event of Termination or Servicer Default has occurred and is continuing and (iv) if the Outstanding Loan Amount is less than or equal to 5.00% of the Outstanding Loan Amount as of the close of business on the Termination Date, the Borrower has not breached its obligation to prepay the Outstanding Loan Amount in full pursuant to the last sentence of Section 2.05(b) hereof. The Program Trust Collateral Agent shall deposit all amounts received from DTAC under direct the Collateral Agent to surrender the Demand Note to the Collection Account and such amounts shall be treated as Collections for purposes of Sections 2.06 and 2.07 hereof, as determined by the Program Agent in its sole discretionDemand Note Provider. (b) The Borrower agrees If on any Determination Date (based on the Servicer's Certificate delivered on such Determination Date by the Servicer pursuant to Section 4.9, upon which the Trust Collateral Agent may conclusively rely) the Available Funds, together with other amounts on deposit in the Spread Account, are insufficient to pay the full amount described in clauses (i) through (vi) of Section 5.6(c), the Trust Collateral Agent shall direct the Collateral Agent (i) to instruct DTAC submit to comply with the instructions Demand Note Provider a completed demand certificate, substantially in the form of Exhibit A to the Demand Note, demanding payment from the Demand Note Provider and the Demand Note Guarantor, by not later than 5:00 p.m. (New York time) on the Business Day following the Business Day on which the Demand Note Provider receives such demand certificate, of the Program Agent as described in this Section 2.15, Remaining Deficiency Claim Amount and (ii) to instruct DTAC deliver such Remaining Deficiency Claim Amount to the Trust Collateral Agent for deposit in the Collection Account, for application in respect of such insufficiency; provided, that no payment Deficiency Claim Amount shall be made under paid for any principal payable pursuant to clause (iv) of Section 5.6(c) unless the Overcollateralization Amount is less than zero or such Payment Date is a Final Scheduled Payment Date for any class of Class A Notes. If the Demand Note other than at the direction of the Program Agent and (iii) if the Borrower Provider shall receive fail to make any payment from DTAC under when required above, the Demand Note, it Note Guarantor shall so notify be required to make such payment by 10:00 a.m. on the Program Agent and deposit such payments into the Collection Account or as otherwise directed by the Program Agent within one Business Day following receipt thereofthe date such payment was due. Any payment received by Notwithstanding the Borrower under or in connection with foregoing, if the Demand Note shall be received Spread Account has been funded in trust for accordance with Section 5.12(c) or (e) and the benefit of the Program Agent, shall be segregated from other funds of the Borrower and shall be forthwith paid over to the Program Agent in the same form received (with any necessary endorsement). During the period from the date hereof until the Final Collection DateSpread Account Agreement, the Borrower will not consent Trust Collateral Agent shall instead direct the Collateral Agent to any amendment or modification of withdraw the Remaining Deficiency Claim Amount from the Demand Note without the prior written consent of the Program AgentSpread Account. (c) The Borrower hereby irrevocably appoints If at any time while the Program Agent Notes are outstanding, the Applicable Demand Note Person shall cease to be an Eligible Person, the Issuer shall (unless otherwise consented to in writing by the Controlling Party) within 10 days of the date on which the Applicable Demand Note Person was downgraded, replace the existing Demand Note or Demand Note Guarantee, as the Borrower’s attorney-in-factapplicable, with full authority in a substitute Demand Note or Demand Note Guarantee, as applicable, from an Eligible Person. If the place and stead Issuer shall fail to deliver such replacement Demand Note or Demand Note Guarantee, as applicable, within 10 days of the Borrower and in the name of the Borrower or otherwise, from time to time to take any action and to execute any instrument date on which the Program Applicable Demand Note Person was downgraded, the Collateral Agent may deem necessary or appropriate in order to exercise its remedies hereunder with respect shall, upon written instructions from the Note Insurer, submit to the existing Demand NoteNote or Demand Note Guarantor, includingas applicable, without limitation, (i) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for monies due and to become due under or in connection with the Demand Note, (ii) to receive, indorse and collect any drafts or other instruments, documents, security certificates and chattel paper in connection therewith, and (iii) to file any claims or take any action or institute proceeding which the Program Agent may deem necessary or desirable a completed demand certificate for the collection remaining Demand Note Amount. Any amounts received as a result of such claim shall be deposited into the Demand Note or otherwise Spread Account to enforce compliance be distributed in accordance with Section 5.6 hereof and with the termsSpread Account Agreement. Upon receipt by the Collateral Agent of a replacement Demand Note or Demand Note Guarantee, conditions or rights as applicable, in accordance with this Section 5.12(c), the Collateral Agent shall surrender the original of the Program Agent with respect replaced Demand Note or Demand Note Guarantee, as applicable, to the Demand Noteissuer thereof. (d) The powers conferred on the Program Agent pursuant to this Section 2.15 are solely to protect its interest in Demand Note and/or the Demand Note and Guarantee shall not impose any duty upon it to exercise any such powers. Except for the accounting for moneys actually received by it hereunder, the Program Agent shall have no duty with respect be returned to the Demand NoteNote Provider at the times and subject to the conditions described in this Section 5.12. (e) If at any time while the Notes are outstanding a Demand Note Event shall have occurred and be continuing, as to ascertaining or taking any action with respect to matters relative the Collateral Agent shall, upon written direction from the Note Insurer, submit to the Demand Note, whether or not Note Provider a completed demand certificate for the Program Agent is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against other parties or any other rights pertaining to the remaining Demand NoteNote Amount.