Common use of Draws Clause in Contracts

Draws. (a) Each Draw shall be funded by the Holders ratably in accordance with their respective Pro Rata Shares. The failure of any Holder to fund any Draw required to be made by it shall not relieve any other Holder of its obligations hereunder; provided, that the Commitments constitute several and separate, not joint, obligations and no Holder shall be responsible for any other Holder’s failure to fund Draws as so required. There shall be no notice or request requirement for the Draws. (b) Each Holder at its option may fund any Draw by causing any domestic or foreign branch or Affiliate of such Holder to fund such Draw; provided, that any exercise of such option shall not affect the obligation of such Holder to fund such Draw or the obligation of the Issuer to repay such Draw in accordance with the terms of this Agreement; and provided, further, that if such option is exercised, the branch or Affiliate that funds such Draw shall not obligate the Issuer to pay or withhold any amounts in respect of taxes in any jurisdiction. (c) Each Draw shall be funded by the Holders (or, if applicable, funded for such Holder’s relevant Holder Subaccount) on the applicable Draw Date, unless otherwise agreed to by the Issuer and all of the Holders of the Class A-2A Notes. (d) There shall be three Draws, the Draw Dates for which will be the Closing Date, December 15, 2005 and January 17, 2006. The Class A-2A Notes sold to the Initial Holder on the Closing Date will be funded in the aggregate in installments of $10,278,478 on the first Draw Date, $28,000,000 on the second Draw Date and $31,721,522 on the third Draw Date. The following conditions must be met prior to any Draw: (i) at the time of and immediately after giving effect to such Draw, no Event of Default or Servicer Default or event the occurrence of which with notice or the lapse of time or both would become an Event of Default or a Servicer Default has occurred and is continuing or would result from such Draw; and (ii) at the time of and immediately after giving effect to such Draw, the aggregate Outstanding Principal Balance of the Class A-2A Notes will not exceed the Maximum Class A-2A Commitment. (e) All Draws funded by a Holder shall be evidenced by the Class A-2A Note(s) and shall be governed by and subject to the Indenture. Draws may not be repaid except in connection with the repayment of principal on the Class A-2A Note(s) pursuant to the Indenture and the Transfer and Servicing Agreement and subject to the Priority of Payments. The Issuer hereby appoints the Indenture Trustee as its agent for purposes of keeping a register (the “Delayed Draw Note Register”) at the office of the Indenture Trustee in which the Indenture Trustee shall maintain records of each Holder’s Commitment applicable to each Class A-2A Note, the aggregate principal amount of Draws from time to time outstanding in respect of each Class A-2A Note and a copy of each Assignment and Acceptance delivered to the Indenture Trustee pursuant to Section 7.03(b). At any time promptly following a request therefor by the Issuer, the Indenture Trustee shall provide the Issuer with a report specifying the aggregate principal amount of Draws outstanding in respect of each Class A-2A Note, the Commitment of each Holder applicable thereto (as of such Record Date or such time, as the case may be) and applicable payment instructions.

Draws. (a) Each Draw shall be funded by the Holders ratably in accordance with their respective Pro Rata Shares. The failure of any Holder to fund any Draw required to be made by it shall not relieve any other Holder of its obligations hereunder; provided, that the Commitments constitute several and separate, not joint, obligations and no Holder shall be responsible for any other Holder’s failure to fund Draws as so required. There shall be no notice or request requirement for the Draws. (b) Each Holder at its option may fund any Draw by causing any domestic or foreign branch or Affiliate of such Holder to fund such Draw; provided, that any exercise of such option shall not affect the obligation of such Holder to fund such Draw or the obligation of the Issuer to repay such Draw in accordance with the terms of this Agreement; and provided, further, that if such option is exercised, the branch or Affiliate that funds such Draw shall not obligate the Issuer to pay or withhold any amounts in respect of taxes in any jurisdiction. (c) Each Draw shall be funded by the Holders (or, if applicable, funded for such Holder’s relevant Holder Subaccount) on the applicable Draw Date, unless otherwise agreed to by the Issuer and all of the Holders of the Class A-2A Notes. (d) There shall be three Draws, the Draw Dates for which will be the Closing Date, December 15, 2005 and January 17, 2006. The Class A-2A Notes sold to the Initial Holder on the Closing Date will be funded in the aggregate in installments of $10,278,478 5,139,240 on the first Draw Date, $28,000,000 14,000,000 on the second Draw Date and $31,721,522 15,860,760 on the third Draw Date. The following conditions must be met prior to any Draw: (i) at the time of and immediately after giving effect to such Draw, no Event of Default or Servicer Default or event the occurrence of which with notice or the lapse of time or both would become an Event of Default or a Servicer Default has occurred and is continuing or would result from such Draw; and (ii) at the time of and immediately after giving effect to such Draw, the aggregate Outstanding Principal Balance of the Class A-2A Notes will not exceed the Maximum Class A-2A Commitment. (e) All Draws funded by a Holder shall be evidenced by the Class A-2A Note(s) and shall be governed by and subject to the Indenture. Draws may not be repaid except in connection with the repayment of principal on the Class A-2A Note(s) pursuant to the Indenture and the Transfer and Servicing Agreement and subject to the Priority of Payments. The Issuer hereby appoints the Indenture Trustee as its agent for purposes of keeping a register (the “Delayed Draw Note Register”) at the office of the Indenture Trustee in which the Indenture Trustee shall maintain records of each Holder’s Commitment applicable to each Class A-2A Note, the aggregate principal amount of Draws from time to time outstanding in respect of each Class A-2A Note and a copy of each Assignment and Acceptance delivered to the Indenture Trustee pursuant to Section 7.03(b). At any time promptly following a request therefor by the Issuer, the Indenture Trustee shall provide the Issuer with a report specifying the aggregate principal amount of Draws outstanding in respect of each Class A-2A Note, the Commitment of each Holder applicable thereto (as of such Record Date or such time, as the case may be) and applicable payment instructions.

Draws. (a) Each Draw shall be funded by the Holders Holder ratably in accordance with their respective Pro Rata Sharesthe unfunded amount of each Class A-3 Noteholder’s Commitment. The failure of any Holder to fund any Draw required to be made by from it shall not relieve any other Holder of its obligations hereunder; provided, provided that the Commitments constitute several and separate, not joint, obligations and no Holder shall be responsible for any other Holder’s failure to fund Draws as so required. There shall be no notice or request requirement for the Draws. (b) Each Draw shall be funded by the Holder on the applicable Draw Date or pursuant to Section 3.5, unless otherwise agreed to by the Issuer, the Collateral Manager and all of the Holders of the Class A-3 Notes. (c) There shall be four Draw Dates, which are expected to be July 31, 2006, October 31, 2006, January 31, 2007 and April 15, 2007; provided that the Issuer (at the direction of the Collateral Manager) may set any Draw Date at an earlier or later date. It is expected that the Class A-3 Notes will be funded in installments of U.S.$15,000,000 on the first Draw Date, U.S.$20,000,000 on the second Draw Date, U.S.$25,000,000 on the third Draw Date and U.S.$25,000,000 on the fourth Draw Date. (d) For any Draw to be effected on the Draw Dates specified in Section 3.2(c), the Issuer (at the direction of the Collateral Manager) shall notify the Class A-3 Note Agent of the request for such Draw in writing, with a copy to each Holder and the Trustee, (each, a “Draw Request”) not later than 10:00 AM (New York City time), at least five Business Days before the Draw Date. The Issuer (at the direction of the Collateral Manager) may request that any Draw occur on an earlier date than those specified in Section 3.2(c) by notifying the Class A-3 Note Agent and the Trustee of such request in writing, with a copy to each Holder, not later than 10:00 AM (New York City time), at least five Business Days before the date of the proposed substitute Draw Date, which shall be a Business Day during the Draw Period. Each such Draw Request shall be irrevocable and shall be in the form attached hereto as Exhibit A. Promptly upon receipt of such Draw Request, on the date of receipt of the Draw Request, the Class A-3 Note Agent shall forward (by fax or e-mail) to the Holder (with a copy to the Trustee) a copy of such Draw Request and the amount of the Holder’s share of the total Draw to be made on the applicable Draw Date. Any Draw Request received after 10:00 AM (New York City time) on any Business Day or at any time on a day that is not a Business Day shall be deemed to be a Draw Request received at 9:00 AM (New York City time) on the next Business Day and to be funded by the Holder on the fifth Business Day following the date such Draw Request is deemed received. (e) The following conditions precedent must be satisfied with respect to any Draw: (i) at the time of and immediately after giving effect to such Draw, no Event of Default or event the occurrence of which with notice or the lapse of time or both would become an Event of Default has occurred and is continuing or would result from such Draw; (ii) each Holder shall have received timely written notice of such Draw and the amount thereof as provided in Section 3.2(d); and (iii) the Aggregate Drawn Amount of the Class A-3 Notes will not exceed the aggregate Commitments in effect as of the applicable Draw Date. (f) All Draws funded by the Holder shall be evidenced by the Class A-3 Note(s), which shall be governed by and subject to the Indenture. Draws may not be repaid except in connection with the repayment of principal on the Class A-3 Note(s) pursuant to the Priority of Payments. As set forth in the Indenture, the Note Registrar shall maintain in the Class A-3 Note Register records of the Commitment applicable to each Class A-3 Note, the aggregate principal amount of Draws from time to time outstanding in respect of each Class A-3 Note and a record of each transfer of the Class A-3 Notes pursuant to Section 4.2. The Class A-3 Note Agent will, promptly following the request from the Trustee, provide such information to the Trustee regarding the date and amount of each Borrowing and any other information pertinent to the performance by the Trustee of its duties under the Indenture as the Trustee may reasonably request. (g) The Holder at its option may fund any Draw by causing any domestic or foreign branch or Affiliate of such Holder to fund such Draw; provided, provided that any exercise of such option shall not affect the obligation of such Holder to fund such Draw or the obligation of the Issuer to repay such Draw in accordance with the terms of this Agreement; and provided, further, provided further that if such option is exercised, the branch or Affiliate that funds such Draw Issuer shall not obligate the Issuer be obligated to pay or withhold any amounts in respect of taxes in any jurisdiction. (c) Each Draw shall be funded by the Holders (or, if applicable, funded for jurisdiction which may arise as a result of such Holder’s relevant Holder Subaccount) on the applicable Draw Date, unless otherwise agreed to by the Issuer and all of the Holders of the Class A-2A Notes. (d) There shall be three Draws, the Draw Dates for which will be the Closing Date, December 15, 2005 and January 17, 2006. The Class A-2A Notes sold to the Initial Holder on the Closing Date will be funded in the aggregate in installments of $10,278,478 on the first Draw Date, $28,000,000 on the second Draw Date and $31,721,522 on the third Draw Date. The following conditions must be met prior to any Draw: (i) at the time of and immediately after giving effect to branch or Affiliate funding such Draw, no Event of Default or Servicer Default or event the occurrence of which with notice or the lapse of time or both would become an Event of Default or a Servicer Default has occurred and is continuing or would result from such Draw; and (ii) at the time of and immediately after giving effect to such Draw, the aggregate Outstanding Principal Balance of the Class A-2A Notes will not exceed the Maximum Class A-2A Commitment. (e) All Draws funded by a Holder shall be evidenced by the Class A-2A Note(s) and shall be governed by and subject to the Indenture. Draws may not be repaid except in connection with the repayment of principal on the Class A-2A Note(s) pursuant to the Indenture and the Transfer and Servicing Agreement and subject to the Priority of Payments. The Issuer hereby appoints the Indenture Trustee as its agent for purposes of keeping a register (the “Delayed Draw Note Register”) at the office of the Indenture Trustee in which the Indenture Trustee shall maintain records of each Holder’s Commitment applicable to each Class A-2A Note, the aggregate principal amount of Draws from time to time outstanding in respect of each Class A-2A Note and a copy of each Assignment and Acceptance delivered to the Indenture Trustee pursuant to Section 7.03(b). At any time promptly following a request therefor by the Issuer, the Indenture Trustee shall provide the Issuer with a report specifying the aggregate principal amount of Draws outstanding in respect of each Class A-2A Note, the Commitment of each Holder applicable thereto (as of such Record Date or such time, as the case may be) and applicable payment instructions.

Draws. (a) Each Draw shall be funded by the Holders ratably in accordance with their respective Pro Rata Shares. The failure of any Holder to fund any Draw required to be made by it shall not relieve any other Holder of its obligations hereunder; provided, that the Commitments constitute several and separate, not joint, obligations and no Holder shall be responsible for any other Holder’s failure to fund Draws as so required. There shall be no notice or request requirement for the Draws. (b) Each Holder at its option may fund any Draw by causing any domestic or foreign branch or Affiliate of such Holder to fund such Draw; provided, that any exercise of such option shall not affect the obligation of such Holder to fund such Draw or the obligation of the Issuer to repay such Draw in accordance with the terms of this Agreement; and provided, further, that if such option is exercised, the branch or Affiliate that funds such Draw shall not obligate the Issuer to pay or withhold any amounts in respect of taxes in any jurisdiction. (c) Each Draw shall be funded by the Holders (or, if applicable, funded for such Holder’s relevant Holder Subaccount) on the applicable Draw Date, unless otherwise agreed to by the Issuer and all of the Holders of the Class A-2A Notes. (d) There shall be three Draws, the Draw Dates for which will be the Closing Date, December 15, 2005 and January 17, 2006. The Class A-2A Notes sold to the Initial Holder on the Closing Date will be funded in the aggregate in installments of $10,278,478 6,607,593 on the first Draw Date, $28,000,000 18,000,000 on the second Draw Date and $31,721,522 20,392,407 on the third Draw Date. The following conditions must be met prior to any Draw: (i) at the time of and immediately after giving effect to such Draw, no Event of Default or Servicer Default or event the occurrence of which with notice or the lapse of time or both would become an Event of Default or a Servicer Default has occurred and is continuing or would result from such Draw; and (ii) at the time of and immediately after giving effect to such Draw, the aggregate Outstanding Principal Balance of the Class A-2A Notes will not exceed the Maximum Class A-2A Commitment. (e) All Draws funded by a Holder shall be evidenced by the Class A-2A Note(s) and shall be governed by and subject to the Indenture. Draws may not be repaid except in connection with the repayment of principal on the Class A-2A Note(s) pursuant to the Indenture and the Transfer and Servicing Agreement and subject to the Priority of Payments. The Issuer hereby appoints the Indenture Trustee as its agent for purposes of keeping a register (the “Delayed Draw Note Register”) at the office of the Indenture Trustee in which the Indenture Trustee shall maintain records of each Holder’s Commitment applicable to each Class A-2A Note, the aggregate principal amount of Draws from time to time outstanding in respect of each Class A-2A Note and a copy of each Assignment and Acceptance delivered to the Indenture Trustee pursuant to Section 7.03(b). At any time promptly following a request therefor by the Issuer, the Indenture Trustee shall provide the Issuer with a report specifying the aggregate principal amount of Draws outstanding in respect of each Class A-2A Note, the Commitment of each Holder applicable thereto (as of such Record Date or such time, as the case may be) and applicable payment instructions.

Draws. (a) Each Draw shall be funded by the Holders Holder ratably in accordance with their respective Pro Rata Sharesthe unfunded amount of each Class A-3 Noteholder’s Commitment. The failure of any Holder to fund any Draw required to be made by from it shall not relieve any other Holder of its obligations hereunder; provided, provided that the Commitments constitute several and separate, not joint, obligations and no Holder shall be responsible for any other Holder’s failure to fund Draws as so required. There shall be no notice or request requirement for the Draws. (b) Each Holder at its option may fund any Draw by causing any domestic or foreign branch or Affiliate of such Holder to fund such Draw; provided, that any exercise of such option shall not affect the obligation of such Holder to fund such Draw or the obligation of the Issuer to repay such Draw in accordance with the terms of this Agreement; and provided, further, that if such option is exercised, the branch or Affiliate that funds such Draw shall not obligate the Issuer to pay or withhold any amounts in respect of taxes in any jurisdiction. (c) Each Draw shall be funded by the Holders (or, if applicable, funded for such Holder’s relevant Holder Subaccount) on the applicable Draw DateDate or pursuant to Section 3.5, unless otherwise agreed to by the Issuer Issuer, the Collateral Manager and all of the Holders of the Class A-2A A-3 Notes. (dc) There shall be three Drawsfour Draw Dates, the Draw Dates for which will are expected to be the Closing DateJuly 31, December 2006, October 31, 2006, January 31, 2007 and April 15, 2005 and January 17, 20062007; provided that the Issuer (at the direction of the Collateral Manager) may set any Draw Date at an earlier or later date. The It is expected that the Class A-2A A-3 Notes sold to the Initial Holder on the Closing Date will be funded in the aggregate in installments of $10,278,478 U.S.$15,000,000 on the first Draw Date, $28,000,000 U.S.$20,000,000 on the second Draw Date and $31,721,522 Date, U.S.$25,000,000 on the third Draw Date and U.S.$25,000,000 on the fourth Draw Date. (d) For any Draw to be effected on the Draw Dates specified in Section 3.2(c), the Issuer (at the direction of the Collateral Manager) shall notify the Class A-3 Note Agent of the request for such Draw in writing, with a copy to each Holder and the Trustee, (each, a “Draw Request”) not later than 10:00 AM (New York City time), at least five Business Days before the Draw Date. The Issuer (at the direction of the Collateral Manager) may request that any Draw occur on an earlier date than those specified in Section 3.2(c) by notifying the Class A-3 Note Agent and the Trustee of such request in writing, with a copy to each Holder, not later than 10:00 AM (New York City time), at least five Business Days before the date of the proposed substitute Draw Date, which shall be a Business Day during the Draw Period. Each such Draw Request shall be irrevocable and shall be in the form attached hereto as Exhibit A. Promptly upon receipt of such Draw Request, on the date of receipt of the Draw Request, the Class A-3 Note Agent shall forward (by fax or e-mail) to the Holder (with a copy to the Trustee) a copy of such Draw Request and the amount of the Holder’s share of the total Draw to be made on the applicable Draw Date. Any Draw Request received after 10:00 AM (New York City time) on any Business Day or at any time on a day that is not a Business Day shall be deemed to be a Draw Request received at 9:00 AM (New York City time) on the next Business Day and to be funded by the Holder on the fifth Business Day following the date such Draw Request is deemed received. (e) The following conditions precedent must be met prior satisfied with respect to any Draw: (i) at the time of and immediately after giving effect to such Draw, no Event of Default or Servicer Default or event the occurrence of which with notice or the lapse of time or both would become an Event of Default or a Servicer Default has occurred and is continuing or would result from such Draw; (ii) each Holder shall have received timely written notice of such Draw and the amount thereof as provided in Section 3.2(d); and (iiiii) at the time of and immediately after giving effect to such Draw, the aggregate Outstanding Principal Balance Aggregate Drawn Amount of the Class A-2A A-3 Notes will not exceed the Maximum aggregate Commitments in effect as of the applicable Draw Date; provided that the Issuer shall not commit to purchase any Collateral Debt Obligation unless it (or the Collateral Manager on its behalf) has determined in its commercially reasonable judgment that it will have sufficient cash available to it to settle such purchase without taking into account the Aggregate Undrawn Amount of Class A-2A CommitmentA-3 Commitments. (ef) All Draws funded by a the Holder shall be evidenced by the Class A-2A A-3 Note(s) and ), which shall be governed by and subject to the Indenture. Draws may not be repaid except in connection with the repayment of principal on the Class A-2A A-3 Note(s) pursuant to the Indenture and the Transfer and Servicing Agreement and subject to the Priority of Payments. The Issuer hereby appoints As set forth in the Indenture Trustee as its agent for purposes of keeping a register (Indenture, the “Delayed Draw Note Register”) at Registrar shall maintain in the office Class A-3 Note Register records of the Indenture Trustee in which the Indenture Trustee shall maintain records of each Holder’s Commitment applicable to each Class A-2A A-3 Note, the aggregate principal amount of Draws from time to time outstanding in respect of each Class A-2A Note and a copy of each Assignment and Acceptance delivered to the Indenture Trustee pursuant to Section 7.03(b). At any time promptly following a request therefor by the Issuer, the Indenture Trustee shall provide the Issuer with a report specifying the aggregate principal amount of Draws outstanding in respect of each Class A-2A Note, the Commitment of each Holder applicable thereto (as of such Record Date or such time, as the case may be) and applicable payment instructions.aggregate