Common use of Noteholder Clause in Contracts

Noteholder. The Administrative Agent and each Series 2009-1 Noteholder shall maintain a record of all Series 2009-1 Advances and repayments made on the Series 2009-1 Notes and absent manifest error such records shall be conclusive. Each request for a Series 2009-1 Advance shall be submitted in writing to the Administrative Agent by not later than 1:00 p.m. (New York City time) on the third (3rd) Business Day prior to the date of the requested advance and shall be irrevocable when given. Such notice shall include a calculation of the aggregate Series 2009-1 Advance to be funded by the Series 2009-1 Noteholders. The Administrative Agent shall promptly forward any such Funding Notice, with the attached Asset Base Certificate, to each Series 2009-1 Noteholder or its designee. On any Business Day requested by the Issuer, and presuming that the Issuer shall have satisfied all applicable conditions precedent set forth in Article V hereof, the Series 2009-1 Noteholders shall, subject to the terms and conditions of this Supplement and the Series 2009-1 Note Purchase Agreement, deposit into the account designated by the Issuer by wire transfer of same day funds not later than 1:00 p.m. (New York City time) an amount equal to its Percentage of the requested Series 2009-1 Advance; provided, however, that each Series 2009-1 Advance by each Series 2009-1 Noteholder shall be for: (I) a minimum amount of the lesser of (x) its then unused Series 2009-1 Note Existing Commitment and (y) such Series 2009-1 Noteholder’s Percentage of one million Dollars ($1,000,000) or an integral multiple of One Hundred Thousand Dollars ($100,000) in excess thereof; and (II) a maximum amount of the Availability of such Series 2009-1 Noteholder on such Business Day. In the event that any Series 2009-1 Noteholder fails to make a Series 2009-1 Advance in accordance with its Series 2009-1 Note Existing Commitment, the other Series 2009-1 Noteholder(s) may but shall not be obligated to fund the Percentage of the defaulted Series 2009-1 Noteholder(s). Each request for a Series 2009-1 Advance shall constitute a reaffirmation by the Issuer that (1) no Event of Default or Early Amortization Event has occurred and is continuing, (2) all of the conditions precedent set forth in Article V hereof have been satisfied and (3) except for any divergences previously disclosed in writing to the Indenture Trustee and consented to in writing by the Administrative Agent, the representations and warranties made by the Issuer to the Holders of Series 2009-1 Notes contained in the Series 2009-1 Transaction Documents are true, correct and complete in all material respects to the same extent as though made on and as of the date of the request, except to the extent such representations and warranties specifically relate to an earlier date, in which event they shall be true, correct and complete in all material respects as of such earlier date. If (i) any Series 2009-1 Advance requested by the Issuer is not, for any reason whatsoever related to a default or nonperformance by the Issuer, made or effectuated on the date specified therefor or (ii) any optional prepayment of the Series 2009-1 Notes is not made when specified in the notice delivered pursuant to Section 204(b) hereof, then, in either such case, the Issuer shall indemnify each Series 2009-1 Noteholder against any Breakage Costs relating thereto.

Noteholder. The Administrative Agent and each Series 20092008-1 Noteholder shall maintain a record of all Series 20092008-1 Advances and repayments made on the Series 20092008-1 Notes and absent manifest error such records shall be conclusive. Each request for a Series 20092008-1 Advance shall be submitted in writing to the Administrative Agent by not later than 1:00 p.m. (New York City time) on the third (3rd) Business Day prior to the date of the requested advance and shall be irrevocable when given. Such notice shall include a calculation of the aggregate Series 20092008-1 Advance to be funded by the Series 20092008-1 Noteholders. The Administrative Agent shall promptly forward any such Funding Notice, with the attached Asset Base Certificate, to each Series 20092008-1 Noteholder or its designee. On any Business Day requested by the Issuer, and presuming that the Issuer shall have satisfied all applicable conditions precedent set forth in Article V hereof, the Series 20092008-1 Noteholders shall, subject to the terms and conditions of this Supplement and the Series 20092008-1 Note Purchase Agreement, deposit into the account designated by the Issuer by wire transfer of same day funds not later than 1:00 p.m. (New York City time) an amount equal to its Percentage of the requested Series 20092008-1 Advance; provided, however, that each Series 20092008-1 Advance by each Series 20092008-1 Noteholder shall be for: (I) a minimum amount of the lesser of (x) its then unused Series 20092008-1 Note Existing Commitment and (y) such Series 20092008-1 Noteholder’s Percentage of one million Dollars ($1,000,000) or an integral multiple of One Hundred Thousand Dollars ($100,000) in excess thereof; and (II) a maximum amount of the Availability of such Series 20092008-1 Noteholder on such Business Day. In the event that any Series 20092008-1 Noteholder fails to make a Series 20092008-1 Advance in accordance with its Series 20092008-1 Note Existing Commitment, the other Series 20092008-1 Noteholder(s) may but shall not be obligated to fund the Percentage of the defaulted Series 20092008-1 Noteholder(s). Each request for a Series 20092008-1 Advance shall constitute a reaffirmation by the Issuer that (1) no Event of Default or Early Amortization Event has occurred and is continuing, (2) all of the conditions precedent set forth in Article V hereof have been satisfied and (3) except for any divergences previously disclosed in writing to the Indenture Trustee and consented to in writing by the Administrative Agent, the representations and warranties made by the Issuer to the Holders of Series 20092008-1 Notes contained in the Series 20092008-1 Transaction Documents are true, correct and complete in all material respects to the same extent as though made on and as of the date of the request, except to the extent such representations and warranties specifically relate to an earlier date, in which event they shall be true, correct and complete in all material respects as of such earlier date. If (i) any Series 20092008-1 Advance requested by the Issuer is not, for any reason whatsoever related to a default or nonperformance by the Issuer, made or effectuated on the date specified therefor or (ii) any optional prepayment of the Series 20092008-1 Notes is not made when specified in the notice delivered pursuant to Section 204(b) hereof, then, in either such case, the Issuer shall indemnify each Series 20092008-1 Noteholder against any Breakage Costs relating thereto.

Noteholder. The Administrative Agent and each Series 2009-1 Noteholder shall maintain a record of all Series 2009-1 Advances and repayments made on the Series 2009-1 Notes and absent manifest error such records shall be conclusive. Each request for a Series 2009-1 Advance shall be submitted in writing to the Administrative Agent by not later than 1:00 p.m. (New York City time) on the third (3rd) Business Day prior to the date of the requested advance and shall be irrevocable when given. Such notice shall include a calculation of the aggregate Series 2009-1 Advance to be funded by the Series 2009-1 Noteholders. The Administrative Agent shall promptly forward any such Funding Notice, with the attached Asset Base Certificate, to each Series 2009-1 Noteholder or its designee. On any Business Day requested by the Issuer, and presuming that the Issuer shall have satisfied all applicable conditions precedent set forth - 11 - in Article V hereof, the Series 2009-1 Noteholders shall, subject to the terms and conditions of this Supplement and the Series 2009-1 Note Purchase Agreement, deposit into the account designated by the Issuer by wire transfer of same day funds not later than 1:00 p.m. (New York City time) an amount equal to its Percentage of the requested Series 2009-1 Advance; provided, however, that each Series 2009-1 Advance by each Series 2009-1 Noteholder shall be for: (I) a minimum amount of the lesser of (x) its then unused Series 2009-1 Note Existing Commitment and (y) such Series 2009-1 Noteholder’s Percentage of one million Dollars ($1,000,000) or an integral multiple of One Hundred Thousand Dollars ($100,000) in excess thereof; and (II) a maximum amount of the Availability of such Series 2009-1 Noteholder on such Business Day. In the event that any Series 2009-1 Noteholder fails to is a Defaulting Noteholder, the other Noteholders may, but shall not be obligated to, make a an incremental Series 2009-1 Advance in accordance with its Section 2.6 of the Series 2009-1 Note Existing Commitment, the other Series 2009-1 Noteholder(s) may but shall not be obligated to fund the Percentage of the defaulted Series 2009-1 Noteholder(s)Purchase Agreement. Each request for a Series 2009-1 Advance shall constitute a reaffirmation by the Issuer that (1) no Event of Default or Early Amortization Event has occurred and is continuing, (2) all of the conditions precedent set forth in Article V hereof have been satisfied and (3) except for any divergences previously disclosed in writing to the Indenture Trustee and consented to in writing by the Administrative Agent, the representations and warranties made by the Issuer to the Holders of Series 2009-1 Notes contained in the Series 2009-1 Transaction Documents are true, correct and complete in all material respects to the same extent as though made on and as of the date of the request, except to the extent such representations and warranties specifically relate to an earlier date, in which event they shall be true, correct and complete in all material respects as of such earlier date. If (i) any Series 2009-1 Advance requested by the Issuer is notis, for any reason whatsoever related to a default or nonperformance by the Issuer, not made or effectuated on the date specified therefor or (ii) any optional prepayment of the Series 2009-1 Notes is not made when specified in the notice delivered pursuant to Section 204(b) hereof, then, in either such case, the Issuer shall indemnify each Series 2009-1 Noteholder against any Breakage Costs relating thereto.

Noteholder. The Administrative Agent and each Series 20092011-1 Noteholder shall maintain a record of all Series 20092011-1 Advances and repayments made on the Series 20092011-1 Notes and absent manifest error such records shall be conclusive. Each request for a Series 20092011-1 Advance shall be submitted in writing to the Administrative Agent by not later than 1:00 p.m. (New York City time) on the third (3rd) Business Day prior to the date of the requested advance and shall be irrevocable when given. Such notice shall include a calculation of the aggregate Series 20092011-1 Advance to be funded by the Series 20092011-1 Noteholders. The Administrative Agent shall promptly forward any such Funding NoticeNotice (as defined in Section 2.1(b) of the Series 2011-1 Note Purchase Agreement), with the attached Asset Base Certificate, to each Series 20092011-1 Noteholder or its designee. On any Business Day requested by the Issuer, and presuming that the Issuer shall have satisfied all applicable conditions precedent set forth in Article V hereof, the Series 20092011-1 Noteholders shall, subject to the terms and conditions of this Supplement and the Series 20092011-1 Note Purchase Agreement, deposit into the account designated by the Issuer by wire transfer of same day funds not later than 1:00 p.m. (New York City time) an amount equal to its Percentage of the requested Series 20092011-1 Advance; provided, however, that each Series 20092011-1 Advance by each Series 20092011-1 Noteholder shall be for: (I) a minimum amount of the lesser of (x) its then unused Series 20092011-1 Note Existing Commitment and (y) such Series 20092011-1 Noteholder’s Percentage of one million Dollars ($1,000,000) or an integral multiple of One Hundred Thousand Dollars ($100,000) in excess thereof; and (II) a maximum amount of the Availability of such Series 20092011-1 Noteholder on such Business Day. In the event that any Series 20092011-1 Noteholder fails to make a Series 20092011-1 Advance in accordance with its Series 20092011-1 Note Existing Commitment, the other Series 20092011-1 Noteholder(s) may but shall not be obligated to fund the Percentage of the defaulted Series 20092011-1 Noteholder(s). Each request for a Series 20092011-1 Advance shall constitute a reaffirmation by the Issuer that (1) no Event of Default or Early Amortization Event has occurred and is continuing, (2) all of the conditions precedent set forth in Article V hereof have been satisfied and (3) except for any divergences previously disclosed in writing to the Indenture Trustee and consented to in writing by the Administrative Agent, the representations and warranties made by the Issuer to the Holders of Series 20092011-1 Notes contained in the Series 20092011-1 Transaction Documents are true, correct and complete in all material respects to the same extent as though made on and as of the date of the request, except to the extent such representations and warranties specifically relate to an earlier date, in which event they shall be true, correct and complete in all material respects as of such earlier date. If (i) any Series 20092011-1 Advance requested by the Issuer is not, for any reason whatsoever related to a default or nonperformance by the Issuer, made or effectuated on the date specified therefor or (ii) any optional prepayment of the Series 20092011-1 Notes is not made when specified in the notice delivered pursuant to Section 204(b) hereof, then, in either such case, the Issuer shall indemnify each Series 20092011-1 Noteholder against any Breakage Costs relating thereto.

Noteholder. The Administrative Agent and each Series 20092005-1 Noteholder shall maintain a record of all Series 20092005-1 Advances and repayments made on the Series 20092005-1 Notes and absent manifest error such records shall be conclusive. Each request for a Series 20092005-1 Advance shall be submitted in writing to the Administrative Agent by not later than 1:00 p.m. (New York City time) on the third (3rd) Business Day prior to the date of the requested advance and shall be irrevocable when given. Such notice shall include a calculation of the aggregate Series 20092005-1 Advance to be funded by the Series 20092005-1 Noteholders. The Administrative Agent shall promptly forward any such Funding Notice, with the attached Asset Base Certificate, to each Series 20092005-1 Noteholder or its designee. On any Business Day requested by the Issuer, and presuming that the Issuer shall have satisfied all applicable conditions precedent set forth in Article V hereof, the Series 20092005-1 Noteholders shall, subject to the terms and conditions of this Supplement and the Series 20092005-1 Note Purchase Agreement, deposit into the account designated by the Issuer by wire transfer of same day funds not later than 1:00 p.m. (New York City time) an amount equal to its Percentage of the requested Series 20092005-1 Advance; provided, however, that each Series 20092005-1 Advance by each Series 20092005-1 Noteholder shall be for: (I) a minimum amount of the lesser of (x) its then unused Series 20092005-1 Note Existing Commitment and (y) such Series 20092005-1 Noteholder’s 's Percentage of one million Dollars ($1,000,000) or an integral multiple of One Hundred Thousand Dollars ($100,000) in excess thereof; and (II) a maximum amount of the Availability of such Series 20092005-1 Noteholder on such Business Day. In the event that any Series 20092005-1 Noteholder fails to make a Series 20092005-1 Advance in accordance with its Series 20092005-1 Note Existing Commitment, the other Series 20092005-1 Noteholder(s) may but shall not be obligated to fund the Percentage of the defaulted Series 20092005-1 Noteholder(s). Each request for a Series 20092005-1 Advance shall constitute a reaffirmation by the Issuer that (1) no Event of Default or Early Amortization Event has occurred and is continuing, (2) all of the conditions precedent set forth in Article V hereof have been satisfied and (3) except for any divergences previously disclosed in writing to the Indenture Trustee and consented to in writing by the Administrative Agent, the representations and warranties made by the Issuer to the Holders of Series 20092005-1 Notes contained in the Series 20092005-1 Transaction Documents are true, correct and complete in all material respects to the same extent as though made on and as of the date of the request, except to the extent such representations and warranties specifically relate to an earlier date, in which event they shall be true, correct and complete in all material respects as of such earlier date. If (i) any Series 20092005-1 Advance requested by the Issuer is not, for any reason whatsoever related to a default or nonperformance by the Issuer, made or effectuated on the date specified therefor or (ii) any optional prepayment of the Series 20092005-1 Notes is not made when specified in the notice delivered pursuant to Section 204(b) hereof, then, in either such case, the Issuer shall indemnify each Series 20092005-1 Noteholder against any Breakage Costs relating thereto.