Common use of Issuance of Exchange Notes; Execution, Authentication and Delivery Clause in Contracts

Issuance of Exchange Notes; Execution, Authentication and Delivery. (a) The Exchange Notes shall be executed on behalf of the Borrower by any of its Authorized Officers. The signature of any such Authorized Officer on any Exchange Note may be manual, electronic or facsimile. (b) Exchange Notes bearing the manual, electronic or facsimile signature of individuals who were at any time Authorized Officers of the Borrower shall bind the Borrower, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Exchange Notes or did not hold such offices at the date of such Exchange Notes. (c) Prior to or concurrently with the delivery of any Exchange Note to the Administrative Agent for authentication, the Borrower, the Lender and the Collateral Agent will execute and deliver an Exchange Note Supplement which will specify the principal terms of such new Exchange Note or Exchange Notes, as applicable. (d) Each Exchange Note Supplement will specify: (i) the date on which the related Exchange Note(s) will be issued (each, an “Exchange Note Issuance Date”); (ii) the class(es) of the Exchange Note(s) being issued; (iii) the initial Exchange Note Balance of the related Exchange Note(s) being issued; (iv) an initial Schedule of Designated Pool Assets listing the Collateral Lease Agreements and the Collateral Leased Vehicles initially included in the Designated Pool relating to the related Exchange Note(s); (v) the Cutoff Date for the Designated Pool relating to the related Exchange Note(s); (vi) the Exchange Note Interest Rate for the Exchange Note(s) being issued (and, in the case of any Exchange Note that will bear interest at a floating rate, the manner of determining such floating rate); (vii) a specification of (A) those Exchange Note Defaults set forth in Section 6.3 that are inapplicable with respect to such Exchange Note(s) (if any), (B) any modifications to those Exchange Note Defaults set forth in Section 6.3 that shall be applicable with respect to such Exchange Note(s) and (C) any additional Exchange Note Defaults that shall be applicable with respect to such Exchange Note(s); (viii) the Final Scheduled Payment Date for the Exchange Note(s) being issued; and (ix) if the related Exchange Note(s) are to be issued in connection with a financing involving such Exchange Note(s), whether any Rating Agency will provide a rating of the Exchange Note(s) or any securities issued in connection with such financing. (e) The obligation of the Administrative Agent to authenticate any Exchange Note and to acknowledge and deliver the related Exchange Note Supplement is subject to the delivery to the Administrative Agent of the following: (i) the Exchange Note Supplement, executed by each party thereto other than the Administrative Agent; (ii) the Exchange Note, including the unexecuted certificate of authentication; (iii) written direction from the Lender to execute the certificate of authentication; and (iv) an Officer’s Certificate from the Borrower that all conditions precedent to the authentication and delivery of such Exchange Note(s) have been satisfied. (f) Following satisfaction of the conditions set forth in Section 4.2(e), the Administrative Agent will (i) acknowledge the Exchange Note Supplement and (ii) authenticate and deliver the related Exchange Note(s) in the form, with the principal amount and with the other terms specified in such Exchange Note Supplement. (g) No Exchange Note will be entitled to any benefit under this Agreement or any Exchange Note Supplement or be valid for any purpose, unless a certificate of authentication appears on such Exchange Note, and such certificate is substantially in the form provided for with respect to such Exchange Note and is executed by the Administrative Agent by the manual or facsimile signature of one of its authorized signatories. The presence of such a certificate of authentication upon an Exchange Note will be conclusive evidence, and the only evidence, that such Exchange Note has been duly authenticated and delivered under this Agreement. (h) Each Exchange Note will state that (i) any claim that the applicable Exchange Noteholder may seek to enforce at any time against the Borrower will be limited in recourse to the related Designated Pool, (ii) if, notwithstanding clause (i), the Exchange Noteholder of such Exchange Note is deemed to have any claim against the assets of the Borrower other than the assets included in the related Designated Pool, such claim will be subordinate to the payment in full, including post-petition interest, of the claims of the Lender and the Exchange Noteholders of all other Exchange Notes and (iii) such recitation constitutes an enforceable subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. (i) The Lender hereby agrees that (i) any claim that it may seek to enforce at any time against the Borrower will be limited in recourse to the Lending Facility Pool and (ii) if, notwithstanding clause (i), the Lender is deemed to have any claim against the assets of the Borrower included in any Designated Pool, such claim will be subordinate to the payment in full, including post-petition interest, of the claims of the Exchange Noteholders of the related Exchange Note and (iii) such recitation constitutes an enforceable subordination agreement for purposes of Section 510(a) of the Bankruptcy Code.

Issuance of Exchange Notes; Execution, Authentication and Delivery. (a) The Exchange Notes shall be executed on behalf of the Borrower by any of its Authorized Officers. The signature of any such Authorized Officer on any Exchange Note may be manual, electronic manual or facsimile. (b) Exchange Notes bearing the manual, electronic manual or facsimile signature of individuals who were at any time Authorized Officers of the Borrower shall bind the Borrower, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Exchange Notes or did not hold such offices at the date of such Exchange Notes. (c) Prior to or concurrently with the delivery of any Exchange Note to the Administrative Agent for authentication, the Borrower, the Lender and the Collateral Agent will execute and deliver an Exchange Note Supplement which will specify the principal terms of such new Exchange Note or Exchange Notes, as applicable. (d) Each Exchange Note Supplement will specify: (i) the date on which the related Exchange Note(s) will be issued (each, an “Exchange Note Issuance Date”); (ii) the class(es) of the Exchange Note(s) being issued; (iii) the initial Exchange Note Balance of the related Exchange Note(s) being issued; (iv) an initial Schedule of Designated Pool Assets listing the Collateral Lease Agreements and the Collateral Leased Vehicles initially included in the Designated Pool relating to the related Exchange Note(s); (v) the Cutoff Date for the Designated Pool relating to the related Exchange Note(s); (vi) the Exchange Note Interest Rate for the Exchange Note(s) being issued (and, in the case of any Exchange Note that will bear interest at a floating rate, the manner of determining such floating rate); (vii) a specification of (A) those Exchange Note Defaults set forth in Section 6.3 that are inapplicable with respect to such Exchange Note(s) (if any), (B) any modifications to those Exchange Note Defaults set forth in Section 6.3 that shall be applicable with respect to such Exchange Note(s) and (C) any additional Exchange Note Defaults that shall be applicable with respect to such Exchange Note(s); (viii) the Final Scheduled Payment Date for the Exchange Note(s) being issued; and (ix) if the related Exchange Note(s) are to be issued in connection with a financing involving such Exchange Note(s), whether any Rating Agency will provide a rating of the Exchange Note(s) or any securities issued in connection with such financing. (e) The obligation of the Administrative Agent to authenticate any Exchange Note and to acknowledge and deliver the related Exchange Note Supplement is subject to the delivery to the Administrative Agent of the following: (i) the Exchange Note Supplement, executed by each party thereto other than the Administrative Agent; (ii) the Exchange Note, including the unexecuted certificate of authentication; (iii) written direction from the Lender to execute the certificate of authentication; and (ivii) an Officer’s Certificate from the Borrower that all conditions precedent to the authentication and delivery of such Exchange Note(s) have been satisfied. (f) Following satisfaction of the conditions set forth in Section 4.2(e), the Administrative Agent will (i) acknowledge the Exchange Note Supplement and (ii) authenticate and deliver the related Exchange Note(s) in the form, with the principal amount and with the other terms specified in such Exchange Note Supplement. (g) No Exchange Note will be entitled to any benefit under this Agreement or any Exchange Note Supplement or be valid for any purpose, unless a certificate of authentication appears on such Exchange Note, and such certificate is substantially in the form provided for with respect to such Exchange Note and is executed by the Administrative Agent by the manual or facsimile signature of one of its authorized signatories. The presence of such a certificate of authentication upon an Exchange Note will be conclusive evidence, and the only evidence, that such Exchange Note has been duly authenticated and delivered under this Agreement. (h) Each Exchange Note will state that (i) any claim that the applicable Exchange Noteholder may seek to enforce at any time against the Borrower will be limited in recourse to the related Designated Pool, (ii) if, notwithstanding clause (i), the Exchange Noteholder of such Exchange Note is deemed to have any claim against the assets of the Borrower other than the assets included in the related Designated Pool, such claim will be subordinate to the payment in full, including post-petition interest, of the claims of the Lender and the Exchange Noteholders of all other Exchange Notes and (iii) such recitation constitutes an enforceable subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. (i) The Lender hereby agrees that (i) any claim that it may seek to enforce at any time against the Borrower will be limited in recourse to the Lending Facility Pool and (ii) if, notwithstanding clause (i), the Lender is deemed to have any claim against the assets of the Borrower included in any Designated Pool, such claim will be subordinate to the payment in full, including post-petition interest, of the claims of the Exchange Noteholders of the related Exchange Note and (iii) such recitation constitutes an enforceable subordination agreement for purposes of Section 510(a) of the Bankruptcy Code.

Issuance of Exchange Notes; Execution, Authentication and Delivery. (a) The Each Exchange Notes shall Note will be executed on behalf by an Authorized Person of the Borrower by any of its Authorized Officerseach Borrower. The signature of any such Authorized Officer Person on any the Exchange Note Notes may be manual, electronic manual or facsimile. (b) Exchange Notes bearing the manual, electronic manual or facsimile signature of individuals an individual who were at any time was an Authorized Officers Person of the a Borrower shall will bind the such Borrower, notwithstanding that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Exchange Notes or did not hold such offices office at the date of issuance of such Exchange NotesNote. (c) Prior to or concurrently with the delivery of any Exchange Note to the Administrative Agent for authentication, the BorrowerBorrowers, the Lender and the Collateral Agent will execute and deliver an Exchange Note Supplement which will specify the principal terms of such new Exchange Note or Exchange Notes, as applicable. (d) Each Exchange Note Supplement will specifyset forth: (i) the date on which the related Exchange Note(s) will be issued (each, an “Exchange Note Issuance Date”); (ii) the class(es) class or classes of the Exchange Note(s) Notes being issued; (iii) the initial Exchange Note Balance of the related Exchange Note(s) Notes being issued; (iv) an initial a Schedule of Designated Pool Assets listing the Collateral Lease Agreements Leases and the Collateral Leased Vehicles initially included in the Designated Pool relating to the related Exchange Note(s)Reference Pool; (v) the Cutoff Date for the Designated Pool relating to the related Exchange Note(s)Reference Pool; (vi) the Exchange Note Interest Rate for the each class of Exchange Note(s) Notes being issued (and, in the case of any Exchange Note that will bear interest at a floating raterate Exchange Note, the manner of determining such the floating rate); (vii) a specification of (A) those any Exchange Note Defaults set forth in Section 6.3 6.04 that are inapplicable with respect to such Exchange Note(s) (if any), (B) or modified and any modifications to those additional events constituting an Exchange Note Defaults set forth in Section 6.3 that shall be applicable with respect to such Exchange Note(s) and (C) any additional Exchange Note Defaults that shall be applicable Default with respect to such Exchange Note(s);; and (viii) the Final Scheduled Payment Date for the each class of Exchange Note(s) Notes being issued; and (ix) if the related Exchange Note(s) are to be issued in connection with a financing involving such Exchange Note(s), whether any Rating Agency will provide a rating of the Exchange Note(s) or any securities issued in connection with such financing. (e) The obligation of the Administrative Agent to authenticate any Exchange Note and to acknowledge and deliver the related Exchange Note Supplement is subject to the delivery to the Administrative Agent of the following: (i) notice from the Lender, including the Exchange Note Issuance Date, to be provided at least 5 Business Days before the Exchange Note Issuance Date; (ii) the Exchange Note Supplement, executed by each party thereto other than the Administrative Agent; (ii) the Exchange Note, including the unexecuted certificate of authentication; (iii) written direction from the Lender to execute the certificate of authentication; and (iviii) an Officer’s Certificate from the Borrower Borrowers that all conditions precedent to the authentication and delivery of such Exchange Note(s) Note or Exchange Notes, as applicable, have been satisfied. (f) Following satisfaction of the conditions set forth in Section 4.2(e4.02(e), the Administrative Agent will (i) acknowledge the Exchange Note Supplement and (ii) authenticate and deliver the related one or more Exchange Note(s) Notes, as applicable, in the form, with the principal amount and with the other terms specified in such Exchange Note Supplement. (g) No Exchange Note will be entitled to any benefit under this Agreement or any Exchange Note Supplement or be valid for any purpose, unless a certificate of authentication appears on such Exchange Note, and such certificate is substantially in the form provided for with respect to such Exchange Note and is executed by the Administrative Agent by the manual or facsimile signature of one of its authorized signatories. The presence of , and such a certificate of authentication upon an any Exchange Note will be conclusive evidence, and the only evidence, that such Exchange Note has been duly authenticated and delivered under this Agreement. (h) Each Exchange Note will state that (i) if an Insolvency Event occurs with respect to any of the Borrowers, any claim that the applicable Exchange Noteholder may seek to enforce at any time against any of the Borrower Borrowers will be limited in recourse to the related Designated PoolReference Pool (except to the extent of Shared Amounts allocated to such Exchange Noteholder pursuant to the applicable Exchange Note Supplement), (ii) if, notwithstanding clause (i), the Exchange Noteholder of such Exchange Note is deemed to have any claim against the assets of the Borrower Borrowers other than the assets included in the related Designated Reference Pool, such claim will be subordinate to the payment in full, including post-petition interest, of the claims of the Lender and to the Exchange Noteholders holders of (A) all other Exchange Notes and (B) in the case of assets allocated to a Specified Interest other than the Collateral Specified Interest, all other asset-backed securities, the payments on which are derived primarily from collections on designated assets of the Borrowers and all related hedging arrangements and (iii) such recitation constitutes an enforceable subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. (i) The Lender hereby agrees that (i) any claim that it may seek to enforce at any time against the Borrower will be limited in recourse to the Lending Facility Pool and (ii) if, notwithstanding clause (i), the Lender is deemed to have any claim against the assets of the Borrower included in any Designated Pool, such claim will be subordinate to the payment in full, including post-petition interest, of the claims of the Exchange Noteholders of the related Exchange Note and (iii) such recitation constitutes an enforceable subordination agreement for purposes of Section 510(a) of the Bankruptcy Code.