Common use of Issuance of Exchange Notes; Form Clause in Contracts

Issuance of Exchange Notes; Form. (a) From time to time the Lender may direct the Borrower to issue all or a portion of the Lending Facility Balance in the form of one or more definitive exchange notes (each an “Exchange Note”). The Lender and the Borrower will agree to the terms of each Exchange Note, which terms will be set forth in a supplement to this Agreement (each, an “Exchange Note Supplement”). (b) Each Exchange Note Supplement will designate all or a portion of the Collateral Lease Agreements and Collateral Leased Vehicles included in the Lending Facility Pool as the “Designated Pool” with respect to the related Exchange Note. Following any designation of Collateral Lease Agreements and Collateral Leased Vehicles to a Designated Pool such Collateral Lease Agreements and Collateral Leased Vehicles will no longer be a part of the Lending Facility Pool and may not be allocated to any other Designated Pool. Notwithstanding the foregoing, if any Collateral Lease Agreements and Collateral Leased Vehicles are reallocated from a Designated Pool in accordance with this Agreement, the Basic Servicing Agreement, the related Exchange Note Supplement or the related Servicing Supplement, then from the time of such reallocation they will no longer be part of such Designated Pool and instead will be part of the Lending Facility Pool and will be available for further allocation to a Designated Pool in accordance with this Section 4.1(b). (c) Each Exchange Note will be payable solely from Collections on the Collateral Lease Agreements and Collateral Leased Vehicles in the related Designated Pool in accordance with the priorities in Article X and the applicable Exchange Note Supplement. For purposes of determining the Collections that are applicable to any Designated Pool, the Collateral Lease Agreements and Collateral Leased Vehicles included in such Designated Pool will be deemed to have been included in such Designated Pool from and after the Cutoff Date specified in the related Exchange Note Supplement. (d) Each Exchange Note, together with the Administrative Agent’s certificate of authentication thereon, shall be issued in definitive form in substantially the form set forth in Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the related Exchange Note Supplement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the Authorized Officers executing such Exchange Notes, as evidenced by their execution of the Exchange Notes. Any portion of the text of any Exchange Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Exchange Note. Any Exchange Note issued prior to the amendment and restatement of this Agreement shall remain in full force and effect notwithstanding the fact that it is in the form set forth in (i) Exhibit A to the Original Credit and Security Agreement or (ii) Exhibit A to Amended Credit and Security Agreement. (e) The definitive Exchange Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Exchange Notes, as evidenced by their execution of such Exchange Notes. (f) Each Exchange Note shall be dated the date of its authentication. (g) Each Exchange Note will, upon its execution and delivery, be issued to, and be payable in favor of, the Lender or such other Person as the Lender may direct in writing to the Borrower. Upon the issuance of each Exchange Note, the Lending Facility Balance will be reduced by an amount equal to the initial Exchange Note Balance of such Exchange Note and, if any Exchange Note is a revolving note, the Lending Facility Balance will be further reduced by an amount equal to any subsequent increase in the Exchange Note Balance of such Exchange Note subsequent to its Exchange Note Issuance Date, in all cases as reflected on the books and records of the Administrative Agent maintained pursuant to Section 2.1(b). (h) No Collateral Lease or Collateral Leased Vehicle will be reallocated from a Designated Pool to the Lending Facility Pool except (i) in accordance with the terms of this Agreement, the Servicing Agreement, the related Exchange Note Supplement and the related Servicing Supplement or (ii) with the prior written consent of all related Exchange Noteholders.

Issuance of Exchange Notes; Form. (a) From The Lender may from time to time the Lender may direct the Borrower to issue time, in connection with an assignment of its interest in all or a portion of the Lending Revolving Facility Balance, request that all or a portion of the Revolving Facility Balance be issued in the form of one or more definitive exchange notes (each an “multiple Exchange Note”)Notes by notice to the Administrative Agent and the Borrower. The Lender and the Borrower will agree to the terms of each Exchange Note, which terms will be set forth in a supplement to this Agreement (each, an “Exchange Note Supplement”). Each Exchange Note issued under this Agreement will be a “Titling Trust Note” within the meaning of Section 4.5 of the Titling Trust Agreement. (b) Each Exchange Note Supplement will designate all or a portion of the Collateral Lease Agreements Leases and Collateral Leased Vehicles included in the Lending Revolving Facility Pool as the “Designated Reference Pool” with respect to the related Exchange Note. Following any designation of Collateral Lease Agreements Note or Exchange Notes, as applicable (and Collateral Leased Vehicles to a Designated Pool following such Collateral Lease Agreements designation, such Leases and Collateral Leased Vehicles will no longer be a part of the Lending Revolving Facility Pool as of the related Cutoff Date and may will not be allocated available to any other Designated Pool. Notwithstanding the foregoing, if any Collateral Lease Agreements and Collateral Leased Vehicles are reallocated from a Designated Pool in accordance with this Agreement, the Basic Servicing Agreement, the related Exchange Note Supplement or the related Servicing Supplement, then from the time of such reallocation they will no longer be part of such Designated Pool and instead will be part of the Lending Facility Pool and will be available for further allocation to a Designated Pool in accordance with this Section 4.1(bany other Reference Pool). (c) . Each Exchange Note will be payable solely from Collections on the Collateral Lease Agreements Leases and Collateral Leased Vehicles in the related Designated Reference Pool in accordance with the priorities in Article X Ten and the any applicable Exchange Note Supplement. For purposes of determining the Collections that are applicable to any Designated Reference Pool, the Collateral Lease Agreements Leases and Collateral Leased Vehicles included in such Designated Reference Pool will be deemed to have been included in such Designated Reference Pool from and after the Cutoff Date specified in the related Exchange Note Supplement. As provided herein and in the related Exchange Note Supplement or Servicing Supplement, Leases and Vehicles included in a Reference Pool may be reallocated from such Reference Pool to the Revolving Facility Pool. (dc) Each Exchange Note, together with the Administrative Agent’s certificate of authentication thereonon such Exchange Note, shall will be issued substantially in definitive form in substantially the form set forth as Exhibit A or in Exhibit A, with such appropriate insertions, omissions, substitutions and other variations form or forms as are required or permitted by may be provided in the related Exchange Note Supplement, and . The Exchange Notes may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon on such Exchange Notes as maymay be determined, consistently herewithconsistent with this Agreement, by the Authorized Officer executing such Exchange Note, as evidenced by the execution of each such Exchange Note. Each Exchange Note may be transferred only in the manner set forth in Section 4.03(f). (d) Each Exchange Note will be typewritten or printed, as determined by the Authorized Officers Officer of the Borrower executing such Exchange Notes, as evidenced by their execution of the Exchange Notes. Any portion of the text of any Exchange Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Exchange Note. Any Exchange Note issued prior to the amendment and restatement of this Agreement shall remain in full force and effect notwithstanding the fact that it is in the form set forth in (i) Exhibit A to the Original Credit and Security Agreement or (ii) Exhibit A to Amended Credit and Security Agreement. (e) The definitive Exchange Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Exchange Notes, as evidenced by their execution of such Exchange NotesNote. (fe) Each Exchange Note shall will be dated the date of its authentication. (g) . Each Exchange Note will, upon its execution and delivery, be issued to, and be payable in favor of, the Lender or such other Person as the Lender may direct in writing to the BorrowerLender. Upon the issuance of each Exchange Note, the Lending Revolving Facility Balance will be reduced by an amount equal to the initial Exchange Note Balance of such Exchange Note and, if any Exchange Note is a revolving note, the Lending Facility Balance will be further reduced by an amount equal to any subsequent increase in the Exchange Note Balance of such Exchange Note subsequent to its Exchange Note Issuance Date, in all cases as reflected on the books and records of the Administrative Agent maintained pursuant to Section 2.1(b)Note. (h) No Collateral Lease or Collateral Leased Vehicle will be reallocated from a Designated Pool to the Lending Facility Pool except (i) in accordance with the terms of this Agreement, the Servicing Agreement, the related Exchange Note Supplement and the related Servicing Supplement or (ii) with the prior written consent of all related Exchange Noteholders.

Issuance of Exchange Notes; Form. (a) From time to time the Lender may direct the Borrower to issue all or a portion of the Lending Facility Balance in the form of one or more definitive exchange notes (each an “Exchange Note”). The Lender and the Borrower will agree to the terms of each Exchange Note, which terms will be set forth in a supplement to this Agreement (each, an “Exchange Note Supplement”). (b) Each Exchange Note Supplement will designate all or a portion of the Collateral Lease Agreements and Collateral Leased Vehicles included in the Lending Facility Pool as the “Designated Pool” with respect to the related Exchange Note. Following any designation of Collateral Lease Agreements and Collateral Leased Vehicles to a Designated Pool such Collateral Lease Agreements and Collateral Leased Vehicles will no longer be a part of the Lending Facility Pool and may not be allocated to any other Designated Pool. Notwithstanding the foregoing, if any Collateral Lease Agreements and Collateral Leased Vehicles are reallocated from a Designated Pool in accordance with this Agreement, the Basic Servicing Agreement, the related Exchange Note Supplement or the related Servicing Supplement, then from the time of such reallocation they will no longer be part of such Designated Pool and instead will be part of the Lending Facility Pool and will be available for further allocation to a Designated Pool in accordance with this Section 4.1(b). (c) Each Exchange Note will be payable solely from Collections on the Collateral Lease Agreements and Collateral Leased Vehicles in the related Designated Pool in accordance with the priorities in Article X and the applicable Exchange Note Supplement. For purposes of determining the Collections that are applicable to any Designated Pool, the Collateral Lease Agreements and Collateral Leased Vehicles included in such Designated Pool will be deemed to have been included in such Designated Pool from and after the Cutoff Date specified in the related Exchange Note Supplement. (d) Each Exchange Note, together with the Administrative Agent’s certificate of authentication thereon, shall be issued in definitive form in substantially the form set forth in Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the related Exchange Note Supplement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the Authorized Officers executing such Exchange Notes, as evidenced by their execution of the Exchange Notes. Any portion of the text of any Exchange Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Exchange Note. Any Exchange Note issued prior to the amendment and restatement of this Agreement shall remain in full force and effect notwithstanding the fact that it is in the form set forth in (i) Exhibit A to the Original Credit and Security Agreement or (ii) Exhibit A to Amended Credit and Security Agreement. (e) The definitive Exchange Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Exchange Notes, as evidenced by their execution of such Exchange Notes. (f) Each Exchange Note shall be dated the date of its authentication. (g) Each Exchange Note will, upon its execution and delivery, be issued to, and be payable in favor of, the Lender or such other Person as the Lender may direct in writing to the BorrowerLender. Upon the issuance of each Exchange Note, the Lending Facility Balance will be reduced by an amount equal to the initial Exchange Note Balance of such Exchange Note and, if any Exchange Note is a revolving note, the Lending Facility Balance will be further reduced by an amount equal to any subsequent increase in the Exchange Note Balance of such Exchange Note subsequent to its Exchange Note Issuance Date, in all cases as reflected on the books and records of the Administrative Agent maintained pursuant to Section 2.1(b). (h) No Collateral Lease or Collateral Leased Vehicle will be reallocated from a Designated Pool to the Lending Facility Pool except (i) in accordance with the terms of this Agreement, the Servicing Agreement, the related Exchange Note Supplement and the related Servicing Supplement or (ii) with the prior written consent of all related Exchange Noteholders.

Issuance of Exchange Notes; Form. (a) From time to time the Lender may direct the Borrower to issue all or a portion of the Lending Facility Balance in the form of one or more definitive exchange notes (each an “Exchange Note”). The Lender and the Borrower will agree to the terms of each Exchange Note, which terms will be set forth in a supplement to this Agreement (each, an “Exchange Note Supplement”). (b) Each Exchange Note Supplement will designate all or a portion of the Collateral Lease Agreements and Collateral Leased Vehicles included in the Lending Facility Pool as the “Designated Pool” with respect to the related Exchange Note. Following any designation of Collateral Lease Agreements and Collateral Leased Vehicles to a Designated Pool such Collateral Lease Agreements and Collateral Leased Vehicles will no longer be a part of the Lending Facility Pool and may not be allocated to any other Designated Pool. Notwithstanding the foregoing, if any Collateral Lease Agreements and Collateral Leased Vehicles are reallocated from a Designated Pool in accordance with this Agreement, the Basic Servicing Agreement, the related Exchange Note Supplement or the related Servicing Supplement, then from the time of such reallocation they will no longer be part of such Designated Pool and instead will be part of the Lending Facility Pool and will be available for further allocation to a Designated Pool in accordance with this Section 4.1(b). (c) Each Exchange Note will be payable solely from Collections on the Collateral Lease Agreements and Collateral Leased Vehicles in the related Designated Pool in accordance with the priorities in Article X and the applicable Exchange Note Supplement. For purposes of determining the Collections that are applicable to any Designated Pool, the Collateral Lease Agreements and Collateral Leased Vehicles included in such Designated Pool will be deemed to have been included in such Designated Pool from and after the Cutoff Date specified in the related Exchange Note Supplement. (d) Each Exchange Note, together with the Administrative Agent’s certificate of authentication thereon, shall be issued in definitive form in substantially the form set forth in Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the related Exchange Note Supplement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the Authorized Officers executing such Exchange Notes, as evidenced by their execution of the Exchange Notes. Any portion of the text of any Exchange Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Exchange Note. Any Exchange Note issued prior to the amendment and restatement of this Agreement shall remain in full force and effect notwithstanding the fact that it is in the form set forth in (i) Exhibit A to the Original Credit and Security Agreement, (ii) Exhibit A to the Amended Credit and Security Agreement or (ii) Exhibit A to the Second Amended Credit and Security Agreement. (e) The definitive Exchange Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Exchange Notes, as evidenced by their execution of such Exchange Notes. (f) Each Exchange Note shall be dated the date of its authentication. (g) Each Exchange Note will, upon its execution and delivery, be issued to, and be payable in favor of, the Lender or such other Person as the Lender may direct in writing to the Borrower. Upon the issuance of each Exchange Note, the Lending Facility Balance will be reduced by an amount equal to the initial Exchange Note Balance of such Exchange Note and, if any Exchange Note is a revolving note, the Lending Facility Balance will be further reduced by an amount equal to any subsequent increase in the Exchange Note Balance of such Exchange Note subsequent to its Exchange Note Issuance Date, in all cases as reflected on the books and records of the Administrative Agent maintained pursuant to Section 2.1(b). (h) No Collateral Lease or Collateral Leased Vehicle will be reallocated from a Designated Pool to the Lending Facility Pool except (i) in accordance with the terms of this Agreement, the Servicing Agreement, the related Exchange Note Supplement and the related Servicing Supplement or (ii) with the prior written consent of all related Exchange Noteholders.

Issuance of Exchange Notes; Form. (a) From The Lender may from time to time the Lender may direct the Borrower to issue time, in connection with an assignment of its interest in all or a portion of the Lending Revolving Facility Balance, request that all or a portion of the Revolving Facility Balance be issued in the form of one or more notes in definitive exchange notes form in accordance with this Article IV (each an “Exchange Note”)) by notice to the Administrative Agent and the Borrowers. The Lender and the Borrower Borrowers will agree to the terms of each Exchange Note, which terms will be set forth in a supplement to this Agreement (each, an “Exchange Note Supplement”). Each Exchange Note issued under this Agreement will be a “Titling Company Note” within the meaning of Section 4.5 of the Titling Company Agreements. (b) Each Exchange Note Supplement will designate all or a portion of the Collateral Lease Agreements Leases and Collateral Leased Vehicles included in the Lending Revolving Facility Pool as the “Designated Reference Pool” with respect to the related Exchange Note. Following any designation of Collateral Lease Agreements Note or Exchange Notes, as applicable (and Collateral Leased Vehicles to a Designated Pool following such designation, such Collateral Lease Agreements Leases and Collateral Leased Vehicles will no longer be a part of the Lending Facility Pool and may not be allocated to any other Designated Pool. Notwithstanding the foregoing, if any Collateral Lease Agreements and Collateral Leased Vehicles are reallocated from a Designated Pool in accordance with this Agreement, the Basic Servicing Agreement, the related Exchange Note Supplement or the related Servicing Supplement, then from the time of such reallocation they will no longer be part of such Designated Pool and instead will be part of the Lending Revolving Facility Pool and will not be available for further allocation to a Designated Pool in accordance with this Section 4.1(bbe part of any other Reference Pool). (c) . Each Exchange Note will be payable solely from Collections on the Collateral Lease Agreements Leases and Collateral Leased Vehicles in the related Designated Reference Pool in accordance with the priorities in Article X and the any applicable Exchange Note Supplement. For purposes of determining the Collections that are applicable to any Designated Reference Pool, the Collateral Lease Agreements Leases and Collateral Leased Vehicles included in such Designated Reference Pool will be deemed to have been included in such Designated Reference Pool from and after the Cutoff Date specified in the related Exchange Note Supplement. (dc) Each Exchange Note, together with the Administrative Agent’s certificate of authentication thereonon such Exchange Note, shall will be issued substantially in definitive form in substantially the form set forth as Exhibit A or in Exhibit A, with such appropriate insertions, omissions, substitutions and other variations form or forms as are required or permitted by may be provided in the related Exchange Note Supplement, and . The Exchange Notes may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon on such Exchange Notes as maymay be determined, consistently herewithconsistent with this Agreement, be determined by the Authorized Officers Persons executing such Exchange Notes, as evidenced by their execution of the each such Exchange NotesNote. Any portion of the text of any Each Exchange Note may be set forth on the reverse thereoffreely transferred by endorsement and delivery, with subject to Section 4.03 and Section 4.04(f). An Exchange Noteholder may Transfer an appropriate reference thereto on the face of the Exchange Note. Any Exchange Note issued prior to the amendment only in whole and restatement of this Agreement shall remain not in full force and effect notwithstanding the fact that it is in the form set forth in (i) Exhibit A to the Original Credit and Security Agreement or (ii) Exhibit A to Amended Credit and Security Agreementpart. (ed) The definitive Each Exchange Notes shall Note will be typewritten, typewritten or printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers Authorized Persons executing such Exchange NotesNote, as evidenced by their execution of such Exchange NotesNote. (fe) Each Exchange Note shall will be dated the date of its authentication. (g) . Each Exchange Note will, upon its execution and delivery, be issued to, and be payable in favor of, the Lender or such other Person as the Lender may direct in writing to the BorrowerLender. Upon the issuance of each Exchange Note, the Lending Revolving Facility Balance will be reduced by an amount equal to the initial Exchange Note Balance of such Exchange Note andNote, if any Exchange Note is a revolving note, the Lending Facility Balance will be further reduced by an amount equal to any subsequent increase in the Exchange Note Balance of such Exchange Note subsequent to its Exchange Note Issuance Date, in all cases as reflected on the books and records of the Administrative Agent maintained pursuant to Section 2.1(b2.01(b). (h) No Collateral Lease or Collateral Leased Vehicle will be reallocated from a Designated Pool to the Lending Facility Pool except (i) in accordance with the terms of this Agreement, the Servicing Agreement, the related Exchange Note Supplement and the related Servicing Supplement or (ii) with the prior written consent of all related Exchange Noteholders.