Common use of Refinancing Notes Clause in Contracts

Refinancing Notes. (a) Subject to Section 2.15(b), Section 2.15(c) and Section 2.15(d), the Issuer may issue Refinancing Notes pursuant to this Indenture solely for the purpose of refinancing all, but not part, of the Outstanding Principal Balance of any class of Notes (including a refinancing of Refinancing Notes). Each refinancing of any series or class of Notes with the proceeds of an offering of Refinancing Notes (a “Refinancing”) shall be authorized pursuant to one or more Resolutions. Each Refinancing Note shall be designated generally as a Note for all purposes under this Indenture, with such further designations added or incorporated in such title as specified in the related Resolution and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be. The Refinancing Notes may, at the option of the Issuer, rank equal in priority relative to the series or class of Notes being refinanced. Refinancing Notes may be issued on any Business Day. (b) On the date of any Refinancing, the Issuer shall issue and sell an aggregate principal amount of Refinancing Notes (when added to the Available Collections Amount and any funds in the Interest Reserve Account, the Redemption Account or the Capital Account used or to be used in connection with such Refinancing) resulting in proceeds in an amount sufficient to pay in full the applicable Redemption Price of the Notes being refinanced in whole thereby plus the Refinancing Expenses relating thereto. The proceeds of each sale of Refinancing Notes shall be used to the extent necessary to make the deposit required by Section 3.9 for a Redemption of the Notes to be refinanced and to pay such Refinancing Expenses. (c) Each Refinancing Note shall contain such terms as may be established in or pursuant to the related Resolution (subject to Section 2.1(d)) and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted below. Prior to the issuance of any Refinancing Notes, any or all of the following, as applicable, with respect to the related issue of Refinancing Notes shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be: (i) the series or class of Notes to be refinanced by such Refinancing Notes; (ii) the aggregate principal amount of each series or class of Refinancing Notes that may be issued in respect of such Refinancing; (iii) the proposed date of such Refinancing; (iv) the Final Legal Maturity Date of each series or class of such Refinancing Notes; (v) the rate at which such Refinancing Notes shall bear interest or the method by which such rate shall be determined; (vi) the denomination or denominations in which any series or class of such Refinancing Notes shall be issuable; (vii) whether such Refinancing Notes will be subject to redemption pursuant to Section 3.8(c); (viii) whether any such Refinancing Notes are to be issuable initially in temporary or permanent global form and, if so, whether beneficial owners of interests in any such permanent global Refinancing Note may exchange such interests for Refinancing Notes of such series or class and of like tenor and of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.7, and the circumstances under which and the place or places where any such exchanges may be made and the identity of any initial depositary therefor; (ix) the ranking in priority of such Refinancing Notes relative to any other series or classes (or sub-classes) of Notes; and (x) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series or class of Refinancing Notes (which terms shall comply with Applicable Law and not violate any restrictions of this Indenture). (d) If any of the terms of any issue of Refinancing Notes are established by action taken pursuant to one or more Resolutions, such Resolutions shall be delivered to the Trustee setting forth the terms of such Refinancing Notes.

Refinancing Notes. (a) Subject to Section 2.15(b), Section 2.15(c) and Section 2.15(d), the Issuer may issue Refinancing Notes pursuant to this Indenture solely for the purpose of refinancing allin whole, but not part, of the Outstanding Principal Balance of any class of Notes (including a refinancing of Refinancing Notes). Each refinancing of any series or class of Notes with the proceeds of an offering of Refinancing Notes (a “Refinancing”) shall be authorized pursuant to one or more Resolutions. Each Refinancing Note shall be designated generally as a Note for all purposes under this Indenture, with such further designations added or incorporated in such title as specified in the related Resolution and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be. The Refinancing Notes may, at the option of the Issuer, rank equal in priority relative to the series or class of Notes being refinanced. Refinancing Notes may be issued on any Business Day. (b) On the date of any Refinancing, the Issuer shall issue and sell an aggregate principal amount of Refinancing Notes (when added to the Available Collections Amount and any funds in the Interest Reserve Account, the Redemption Account or the Capital Account used or to be used in connection with such Refinancing) resulting in proceeds in an amount sufficient to pay in full the applicable Redemption Price of the Notes being refinanced in whole thereby plus the Refinancing Expenses relating thereto. The proceeds of each sale of Refinancing Notes shall be used to the extent necessary to make the deposit required by Section 3.9 for a Redemption of the Notes to be refinanced and to pay such Refinancing Expenses. Subject to Section 3.9(b), once a notice of a Redemption in respect of any Refinancing is published in accordance with Section 3.9(a), each class of Notes to which such notice applies shall become due and payable on the Redemption Date stated in such notice at their Redemption Price. (c) Each Refinancing Note shall contain such terms as may be established in or pursuant to the related Resolution (subject to Section 2.1(d)) and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted below. Prior to the issuance of any Refinancing Notes, any or all of the following, as applicable, with respect to the related issue of Refinancing Notes shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be: (i) the series or class of Notes to be refinanced by such Refinancing Notes; (ii) the aggregate principal amount of each series or class of Refinancing Notes that may be issued in respect of such Refinancing; (iii) the proposed date of such Refinancing; (iv) the Final Legal Maturity Date of each series or class of such Refinancing Notes; (v) the rate at which such Refinancing Notes shall bear interest or the method by which such rate shall be determined; (vi) the denomination or denominations in which any series or class of such Refinancing Notes shall be issuable; (vii) whether such Refinancing Notes will shall be subject to redemption pursuant to Section 3.8(c); (viii) whether any such Refinancing Notes are to be issuable initially in temporary or permanent global form and, if so, whether beneficial owners Beneficial Holders of interests in any such permanent global Refinancing Note may exchange such interests for Refinancing Notes of such series or class and of like tenor and of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.7, and the circumstances under which and the place or places where any such exchanges may be made and the identity of any initial depositary therefor; (ix) the ranking in priority of such Refinancing Notes relative to any other series or classes (or sub-classes) of Notes; and (x) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series or class of Refinancing Notes (which terms shall comply with Applicable Law and not violate any restrictions of this Indenture). (d) If any of the terms of any issue of Refinancing Notes are established by action taken pursuant to one or more Resolutions, such Resolutions shall be delivered to the Trustee setting forth the terms of such Refinancing Notes.

Refinancing Notes. (a) Subject to Section 2.15(b), Section 2.15(c) and Section 2.15(d), the Issuer may issue Refinancing Notes pursuant to this Indenture solely for the purpose of refinancing allin whole, but not part, of the Outstanding Principal Balance (plus accrued and unpaid interest) of any class of Notes (including a refinancing of Refinancing Notes). Each refinancing of any series or class of Notes with the proceeds of an offering of Refinancing Notes (a “Refinancing”) shall be authorized pursuant to one or more Resolutions. Each Refinancing Note shall be designated generally as a Note for all purposes under this Indenture, with such further designations added or incorporated in such title as specified in the related Resolution and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be. The Refinancing Notes may, at the option of the Issuer, rank equal in priority relative to the series or class of Notes being refinanced. Refinancing Notes may be issued on any Business Day. (b) On the date of any Refinancing, the Issuer shall issue and sell an aggregate principal amount of Refinancing Notes (when added to the Available Collections Amount and any funds in the Interest Reserve Account, the Redemption Account or the Capital Account used or to be used in connection with such Refinancing) resulting in proceeds in an amount sufficient to pay in full the applicable Redemption Price of the Notes being refinanced in whole thereby plus the Refinancing Expenses relating thereto. The proceeds of each sale of Refinancing Notes shall be used to the extent necessary to make the deposit required by Section 3.9 for a Redemption of the Notes to be refinanced and to pay such Refinancing Expenses. Subject to Section 3.9(b), once a notice of a Redemption in respect of any Refinancing is published in accordance with Section 3.9(a), each class of Notes to which such notice applies shall become due and payable on the Redemption Date stated in such notice at their Redemption Price. (c) Each Refinancing Note shall contain such terms as may be established in or pursuant to the related Resolution (subject to Section 2.1(d)) and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted below. Prior to the issuance of any Refinancing Notes, any or all of the following, as applicable, with respect to the related issue of Refinancing Notes shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be: (i) the series or class of Notes to be refinanced by such Refinancing Notes; (ii) the aggregate principal amount of each series or class of Refinancing Notes that may be issued in respect of such Refinancing; (iii) the proposed date of such Refinancing; (iv) the Final Legal Maturity Date of each series or class of such Refinancing Notes; (v) the rate at which such Refinancing Notes shall bear interest or the method by which such rate shall be determined; (vi) the denomination or denominations in which any series or class of such Refinancing Notes shall be issuable; (vii) whether such Refinancing Notes will shall be subject to redemption pursuant to Section 3.8(c); (viii) whether any such Refinancing Notes are to be issuable initially in temporary or permanent global form and, if so, whether beneficial owners Beneficial Holders of interests in any such permanent global Refinancing Note may exchange such interests for Refinancing Notes of such series or class and of like tenor and of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.7, and the circumstances under which and the place or places where any such exchanges may be made and the identity of any initial depositary therefor; (ix) the ranking in priority of such Refinancing Notes relative to any other series or classes (or sub-classes) of Notes; and (x) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series or class of Refinancing Notes (which terms shall comply with Applicable Law and not violate any restrictions of this Indenture). (d) If any of the terms of any issue of Refinancing Notes are established by action taken pursuant to one or more Resolutions, such Resolutions shall be delivered to the Trustee setting forth the terms of such Refinancing Notes.

Refinancing Notes. (a) Subject to Section 2.15(b), Section 2.15(cparagraphs (b) and (c) below and Section 2.15(d)5.02(d) hereof, the Issuer may issue Refinancing Notes pursuant to this Indenture solely for the purpose of refinancing all, but not part, all of the Outstanding Principal Balance of any class of Notes (including a refinancing of Refinancing Notes). Each refinancing of any series or class of Notes with the proceeds of an offering of Refinancing Notes (a “Refinancing”) shall be authorized pursuant to one or more Board Resolutions. Each Refinancing Note shall be designated generally as a Note “Note” for all purposes under this Indenture, with such further designations added or incorporated in such title as specified in the related Resolution and set forth Board Resolutions or in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be. The Refinancing Notes may, at shall be issued on the option Payment Date on which the Redemption in whole of the Issuer, rank equal in priority relative to the series or class of Notes being refinanced. Refinancing Notes may be issued on any Business Dayrefinanced is to occur as provided in Section 3.10. (b) A Refinancing of any class of Notes shall be effected as a Redemption pursuant to Section 3.09 hereof, provided that a Refinancing of the Class A Notes shall be effected as an Optional Redemption pursuant to Section 3.09(a) hereof. On the date of any Refinancing, the Issuer shall issue and sell an aggregate principal amount of Refinancing Notes (when added to the Available Collections Amount and any funds in the Interest Reserve Account, the Redemption Account or the Capital Account used or to be used in connection with such Refinancing) resulting in proceeds in an amount sufficient to pay in full not less than the applicable sum of the Redemption Price of the Notes being refinanced in whole thereby plus the Refinancing Expenses relating theretothereto and any Redemption Premium plus any amount to be deposited in an Interest Reserve Account for such Refinancing Notes. The proceeds of each sale of Refinancing Notes shall be used to the extent necessary to make the deposit required by Section 3.9 for a Redemption of the Notes to be refinanced and 3.10(b) hereof, to pay such Refinancing Expenses, to fund such Interest Reserve Account and/or deposit and for such other purposes, if any, as shall be specified in the Board Resolution authorizing the issuance such Refinancing Notes. Once a notice of a Redemption in respect of any Refinancing is published in accordance with Section 3.10(a), each class of Notes to which such notice applies shall become due and payable on the Refinancing Date stated in such notice at their Redemption Price. (c) Each Refinancing Note shall contain such terms as may be established in or pursuant to the related Resolution Board Resolutions (subject to Section 2.1(d)2.01 hereof) and set forth or in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted below, and shall have the same ranking pursuant to Section 3.07 with respect to all other Outstanding Notes as the Notes being refinanced thereby. Prior No less than seven (7) Business Days prior to the issuance of any Refinancing Notes, any or all of the following, as applicable, with respect to the related issue of Refinancing Notes shall have been determined by the Issuer and set forth in such Resolution and Board Resolutions or in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be: (i1) the series or class of Notes to be refinanced by such Refinancing Notes; (ii2) the aggregate principal amount of each series or class of Refinancing Notes that which may be issued in respect of such Refinancing; (iii3) the proposed date of such Refinancing; (iv4) if applicable, the Base Case Final Payment Date and the Final Legal Maturity Date of each series or class of such Refinancing Notes; (v5) the rate at which such Refinancing Notes shall bear interest or the method by which such rate shall be determined; (vi6) the denomination or denominations in which any series or class of such Refinancing Notes shall be issuable; (vii) whether such Refinancing Notes will be subject to redemption pursuant to Section 3.8(c); (viii7) whether any such Refinancing Notes are to be issuable initially in temporary or permanent global form and, if so, whether beneficial owners of interests in any such permanent global Refinancing Note may exchange such interests for Refinancing Notes of such series or class and of like tenor and of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.72.07 hereof, and the circumstances under which and the place or places where any such exchanges may be made and the identity of any initial depositary depository therefor; (ix) the ranking in priority of such Refinancing Notes relative to any other series or classes (or sub-classes) of Notes; and (x) 8) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series or class of Refinancing Notes (which terms shall comply with Applicable Law and not violate any be inconsistent with the requirements or restrictions of this Indenture). (d) If any of the terms of any issue of Refinancing Notes are established by action taken pursuant to one or more Board Resolutions, such Board Resolutions shall be delivered to the Trustee setting forth the terms of such Refinancing Notes.

Refinancing Notes. (a) Subject to Section 2.15(b), Section 2.15(c) and Section 2.15(d), the Issuer may issue Refinancing Notes pursuant to this Indenture solely for the purpose of refinancing all, but not part, of the Outstanding Principal Balance of any class of Notes (including a refinancing of Refinancing Notes). Each refinancing of any series or class of Notes with the proceeds of an offering of Refinancing Notes (a “Refinancing”) shall be authorized pursuant to one or more Resolutions. Each Refinancing Note shall be designated generally as a Note for all purposes under this Indenture, with such further designations added or incorporated in such title as specified in the related Resolution and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be. The Refinancing Notes may, at the option of the Issuer, shall rank equal in priority relative to the series or class of Notes being refinanced. Refinancing Notes may be issued on any Business Day. (b) On the date of any Refinancing, the Issuer shall issue and sell an aggregate principal amount of Refinancing Notes (when added to the Available Collections Amount and any funds in the Interest Reserve Account, the Redemption Account or the Capital Account used or to be used in connection with such RefinancingAmount) resulting in proceeds in an amount sufficient to pay in full the applicable Redemption Price of the Notes being refinanced in whole thereby plus and the Refinancing Expenses relating thereto. The proceeds of each sale of Refinancing Notes shall be used to the extent necessary to make the deposit required by Section 3.9 for a Redemption of the Notes to be refinanced 3.7 and to pay such Refinancing Expenses. Subject to Section 3.7(b), once a notice of a Redemption in respect of any Refinancing is published in accordance with Section 3.7(a), each class of Notes to which such notice applies shall become due and payable on the Redemption Date stated in such notice at their Redemption Price. (c) Each Refinancing Note shall contain such terms as may be established in or pursuant to the related Resolution (subject to Section 2.1(d)) and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted below. Prior to the issuance of any Refinancing Notes, any or all of the following, as applicable, with respect to the related issue of Refinancing Notes shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be: (i) the series or class of Notes to be refinanced by such Refinancing Notes; (ii) the aggregate principal amount of each series or class of Refinancing Notes that may be issued in respect of such Refinancing; (iii) the proposed date of such Refinancing; (iv) the Final Legal Maturity Date of each series or class of such Refinancing Notes; (v) the rate at which such Refinancing Notes shall bear interest or the method by which such rate shall be determined; (vi) the denomination or denominations in which any series or class of such Refinancing Notes shall be issuable; (vii) whether such Refinancing Notes will be subject to redemption pursuant to Section 3.8(c3.6(c); (viii) whether any such Refinancing Notes are to be issuable initially in temporary or permanent global form and, if so, whether beneficial owners of interests in any such permanent global Refinancing Note may exchange such interests for Refinancing Notes of such series or class and of like tenor and of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.7, and the circumstances under which and the place or places where any such exchanges may be made and the identity of any initial depositary therefor; (ix) the ranking in priority of such Refinancing Notes relative to any other series or classes (or sub-classes) of Notes; and (x) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series or class of Refinancing Notes (which terms shall comply with Applicable Law and not violate any restrictions of this Indenture). (d) If any of the terms of any issue of Refinancing Notes are established by action taken pursuant to one or more Resolutions, such Resolutions shall be delivered to the Trustee setting forth the terms of such Refinancing Notes.

Refinancing Notes. (a) Subject to Section 2.15(b), Section 2.15(c) and Section 2.15(d), the Issuer may issue Refinancing Notes pursuant to this Indenture solely for the purpose of refinancing all, but not part, all of the Outstanding Principal Balance of any class of Notes (including a refinancing of Refinancing Notes). Each refinancing of any series or class of Notes with the proceeds of an offering of Refinancing Notes (a “Refinancing”) shall be authorized pursuant to one or more Manager Resolutions. Each Refinancing Note shall be designated generally as a Note for all purposes under this Indenture, with such further designations added or incorporated in such title as specified in the related Manager Resolution and set forth or in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be. The Refinancing Notes may, at shall be issued on the option Payment Date on which the Redemption in whole of the Issuer, rank equal in priority relative to the series or class of Notes being refinanced. Refinancing Notes may be issued on any Business Dayrefinanced is to occur as provided in Section 3.11. (b) A Refinancing of any class of Notes shall be effected as a Redemption pursuant to Section 3.10, provided that a Refinancing of the Original Class A Notes shall be effected as an Optional Redemption pursuant to Section 3.10(b). On the date of any Refinancing, the Issuer shall issue and sell an aggregate principal amount of Refinancing Notes in an amount equal to (when added to the Available Collections Amount and any funds in the Interest Reserve Account, the Redemption Holdback Account or and the Capital Account used or to be used in connection with such Refinancingrefinancing) resulting in proceeds in an amount sufficient to pay in full the applicable Redemption Price of the Notes being refinanced in whole thereby plus the Refinancing Expenses relating thereto. The proceeds of each sale of Refinancing Notes shall be used to the extent necessary to make the deposit required by Section 3.9 for a Redemption of the Notes to be refinanced 3.11(b) and to pay such Refinancing Expenses. Once a notice of a Redemption in respect of any Refinancing is published in accordance with Section 3.11(a), each class of Notes to which such notice applies shall become due and payable on the Refinancing Date stated in such notice at their Redemption Price. (c) Each Refinancing Note shall contain such terms as may be established in or pursuant to the related Manager Resolution (subject to Section 2.1(d)2.1) and set forth or in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted below. Prior No less than seven Business Days prior to the issuance of any Refinancing Notes, any or all of the following, as applicable, with respect to the related issue of Refinancing Notes shall have been determined by the Issuer and set forth in such Manager Resolution and or in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be: (i) the series or class of Notes to be refinanced by such Refinancing Notes; (ii) the aggregate principal amount of each series or class of Refinancing Notes that which may be issued in respect of such Refinancing; (iii) the proposed date of such Refinancing; (iv) if applicable, the Base Case Final Payment Date and the Final Legal Maturity Date of each series or class of such Refinancing Notes; (v) the rate at which such Refinancing Notes shall bear interest or the method by which such rate shall be determined; (vi) the denomination or denominations in which any series or class of such Refinancing Notes shall be issuable; (vii) whether such Refinancing Notes will be subject to redemption pursuant to Section 3.8(c); (viii) whether any such Refinancing Notes are to be issuable initially in temporary or permanent global form and, if so, whether beneficial owners of interests in any such permanent global Refinancing Note may exchange such interests for Refinancing Notes of such series or class and of like tenor and of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.7, and the circumstances under which and the place or places where any such exchanges may be made and the identity of any initial depositary therefor; (ix) the ranking in priority of such Refinancing Notes relative to any other series or classes (or sub-classes) of Notes; and (xviii) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series or class of Refinancing Notes (which terms shall comply with Applicable Law and not violate any be inconsistent with the requirements or restrictions of this Indenture). (d) If any of the terms of any issue of Refinancing Notes are established by action taken pursuant to one or more Manager Resolutions, such Manager Resolutions shall be delivered to the Trustee setting forth the terms of such Refinancing Notes.

Refinancing Notes. (a) Subject to Section 2.15(b), Section 2.15(c) and Section 2.15(d), the Issuer may issue Refinancing Notes pursuant to this Indenture solely for the purpose of refinancing all, but not part, all of the Outstanding Principal Balance of any class of Notes (including a refinancing of Refinancing Notes). Each refinancing of any series or class of Notes with the proceeds of an offering of Refinancing Notes (a “Refinancing”) shall be authorized pursuant to one or more Manager Resolutions. Each Refinancing Note shall be designated generally as a Note for all purposes under this Indenture, with such further designations added or incorporated in such title as specified in the related Manager Resolution and set forth or in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be. The Refinancing Notes may, at shall be issued on the option Payment Date on which the Redemption in whole of the Issuer, rank equal in priority relative to the series or class of Notes being refinanced. Refinancing Notes may be issued on any Business Dayrefinanced is to occur as provided in Section 3.11. (b) A Refinancing of any class of Notes shall be effected as a Redemption pursuant to Section 3.10, provided that a Refinancing of the Original Class A Notes shall be effected as an Optional Redemption pursuant to Section 3.10(b). On the date of any Refinancing, the Issuer shall issue and sell an aggregate principal amount of Refinancing Notes (when added to the Available Collections Amount and any funds in the Interest Reserve Account, the Redemption Account or the Capital Account used or to be used in connection with such Refinancing) resulting in proceeds in an not less than the amount sufficient to pay in full the applicable Redemption Price of the Notes being refinanced in whole thereby plus the Refinancing Expenses relating thereto. The proceeds of each sale of Refinancing Notes shall be used to the extent necessary to make the deposit required by Section 3.9 for a Redemption of the Notes to be refinanced 3.11 and to pay such Refinancing Expenses. Subject to Section 3.11(b), once a notice of a Redemption in respect of any Refinancing is published in accordance with Section 3.11(a), each class of Notes to which such notice applies shall become due and payable on the Refinancing Date stated in such notice at their Redemption Price. (c) Each Refinancing Note shall contain such terms as may be established in or pursuant to the related Manager Resolution (subject to Section 2.1(d)2.1) and set forth or in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted below. Prior to the issuance of any Refinancing Notes, any or all of the following, as applicable, with respect to the related issue of Refinancing Notes shall have been determined by the Issuer and set forth in such Manager Resolution and in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be: (i) the series or class of Notes to be refinanced by such Refinancing Notes; (ii) the aggregate principal amount of each series or class of Refinancing Notes that may be issued in respect of such Refinancing; (iii) the proposed date of such Refinancing; (iv) the Final Legal Maturity Date of each series or class of such Refinancing Notes; (v) the rate at which such Refinancing Notes shall bear interest or the method by which such rate shall be determined; (vi) the denomination or denominations in which any series or class of such Refinancing Notes shall be issuable; (vii) whether such Refinancing Notes will be subject to redemption pursuant to Section 3.8(c); (viii) whether any such Refinancing Notes are to be issuable initially in temporary or permanent global form and, if so, whether beneficial owners of interests in any such permanent global Refinancing Note may exchange such interests for Refinancing Notes of such series or class and of like tenor and of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.7, and the circumstances under which and the place or places where any such exchanges may be made and the identity of any initial depositary therefor; (ix) the ranking in priority of such Refinancing Notes relative to any other series or classes (or sub-classes) of Notes; and (xviii) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series or class of Refinancing Notes (which terms shall comply with Applicable Law and not violate any restrictions of this Indenture). (d) If any of the terms of any issue of Refinancing Notes are established by action taken pursuant to one or more Manager Resolutions, such Manager Resolutions shall be delivered to the Trustee setting forth the terms of such Refinancing Notes.

Refinancing Notes. (a) Subject to Section 2.15(b), Section 2.15(c) and Section 2.15(d), the Issuer may issue Refinancing Notes pursuant to this Indenture solely for the purpose of refinancing all, but not part, all of the Outstanding Principal Balance of any class of Notes (including a refinancing of Refinancing Notes). Each refinancing of any series or class of Notes with the proceeds of an offering of Refinancing Notes (a “Refinancing”) shall be authorized pursuant to one or more Manager Resolutions. Each Refinancing Note shall be designated generally as a Note for all purposes under this Indenture, with such further designations added or incorporated in such title as specified in the related Manager Resolution and set forth or in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be. The Refinancing Notes may, at shall be issued on the option Payment Date on which the Redemption in whole of the Issuer, rank equal in priority relative to the series or class of Notes being refinanced. Refinancing Notes may be issued on any Business Dayrefinanced is to occur as provided in Section 3.11. (b) A Refinancing of any class of Notes shall be effected as a Redemption pursuant to Section 3.10, provided that a Refinancing of the Original Class A Notes shall be effected as an Optional Redemption pursuant to Section 3.10(b). On the date of any Refinancing, the Issuer shall issue and sell an aggregate principal amount of Refinancing Notes (when added to the Available Collections Amount and any funds in the Interest Reserve Account, the Redemption Account or the Capital Account used or to be used in connection with such Refinancing) resulting in proceeds in an not less than the amount sufficient to pay in full the applicable Redemption Price of the Notes being refinanced in whole thereby plus the Refinancing Expenses relating thereto. The proceeds of each sale of Refinancing Notes shall be used to the extent necessary to make the deposit required by Section 3.9 for a Redemption of the Notes to be refinanced 3.11 and to pay such Refinancing Expenses. Subject to Section 3.11(b), once a notice of a Redemption in respect of any Refinancing is published in accordance with Section 3.11(a), each class of Notes to which such notice applies shall become due and payable on the Refinancing Date stated in such notice at their Redemption Price. (c) Each Refinancing Note shall contain such terms as may be established in or pursuant to the related Manager Resolution (subject to Section 2.1(d)2.1) and set forth or in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted below. Prior to the issuance of any Refinancing Notes, any or all of the following, as applicable, with respect to the related issue of Refinancing Notes shall have been determined by the Issuer and set forth in such Manager Resolution and in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be: (i) the series or class of Notes to be refinanced by such Refinancing Notes; (ii) the aggregate principal amount of each series or class of Refinancing Notes that may be issued in respect of such Refinancing; (iii) the proposed date of such Refinancing; (iv) the Final Legal Maturity Date of each series or class of such Refinancing Notes; (v) the rate at which such Refinancing Notes shall bear interest or the method by which such rate shall be determined; (vi) the denomination or denominations in which any series or class of such Refinancing Notes shall be issuable; (vii) whether such Refinancing Notes will be subject to redemption pursuant to Section 3.8(c3.10(c); (viii) whether any such Refinancing Notes are to be issuable initially in temporary or permanent global form and, if so, whether beneficial owners of interests in any such permanent global Refinancing Note may exchange such interests for Refinancing Notes of such series or class and of like tenor and of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.7, and the circumstances under which and the place or places where any such exchanges may be made and the identity of any initial depositary therefor; (ix) the ranking in priority of such Refinancing Notes relative to any other series or classes (or sub-classes) of Notes; and (xix) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series or class of Refinancing Notes (which terms shall comply with Applicable Law and not violate any restrictions of this Indenture). (d) If any of the terms of any issue of Refinancing Notes are established by action taken pursuant to one or more Manager Resolutions, such Manager Resolutions shall be delivered to the Trustee setting forth the terms of such Refinancing Notes.

Refinancing Notes. (a) Subject to Section 2.15(b), Section 2.15(c) and Section 2.15(d5.1(d), the Issuer Royalty Sub may issue Refinancing Notes pursuant to this Indenture solely for the purpose of refinancing all, but not part, all of the Outstanding Principal Balance of any class of Notes (including a refinancing of Refinancing Notes). Each refinancing of any series or class of Notes with the proceeds of an offering of Refinancing Notes (a “"Refinancing”") shall be authorized pursuant to one or more Board Resolutions. Each Refinancing Note shall be designated generally as a Note for all purposes under this Indenture, with such further designations added or incorporated in such title as specified in the related Board Resolution and set forth or in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be. The Refinancing Notes may, at shall be issued on the option Payment Date on which the Redemption in whole of the Issuer, rank equal in priority relative to the series or class of Notes being refinanced. Refinancing Notes may be issued on any Business Dayrefinanced is to occur as provided in Section 3.2. (b) A Refinancing of any class of Notes shall be effected as a Redemption pursuant to Section 3.1, provided that a Refinancing of the Original Class A Notes shall be effected as an Optional Redemption pursuant to Section 3.1(a). On the date of any Refinancing, the Issuer Royalty Sub shall issue and sell an aggregate principal amount of Refinancing Notes (when added to the Available Collections Amount and any funds in the Interest Reserve Account, the Redemption Account or the Capital Account used or to be used in connection with such Refinancing) resulting in proceeds in an amount sufficient to pay in full not less than the applicable sum of the Redemption Price of the Notes being refinanced in whole thereby plus the Refinancing Expenses relating theretothereto and any Redemption Premium. The proceeds of each sale of Refinancing Notes shall be used to the extent necessary to make the deposit required by Section 3.9 for a Redemption of the Notes to be refinanced and 3.2(b), to pay such Refinancing ExpensesExpenses and for such other purposes, if any, as shall be specified in the Board Resolution authorizing the issuance of such Refinancing Notes. Once a notice of a Redemption in respect of any Refinancing is published in accordance with Section 3.2(a), each class of Notes to which such notice applies shall become due and payable on the Refinancing Date stated in such notice at their Redemption Price. (c) Each Refinancing Note shall contain such terms as may be established in or pursuant to the related Board Resolution (subject to Section 2.1(d)2.1) and set forth or in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted below. Prior No less than seven Business Days prior to the issuance of any Refinancing Notes, any or all of the following, as applicable, with respect to the related issue of Refinancing Notes shall have been determined by the Issuer Royalty Sub and set forth in such Board Resolution and or in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be: (i) the series or class of Notes to be refinanced by such Refinancing Notes; (ii) the aggregate principal amount of each series or class of Refinancing Notes that which may be issued in respect of such Refinancing; (iii) the proposed date of such Refinancing; (iv) if applicable, the Scheduled Final Payment Date and the Final Legal Maturity Date of each series or class of such Refinancing Notes; (v) the rate at which such Refinancing Notes shall bear interest or the method by which such rate shall be determined; (vi) the denomination or denominations in which any series or class of such Refinancing Notes shall be issuable; (vii) whether such Refinancing Notes will be subject to redemption pursuant to Section 3.8(c); (viii) whether any such Refinancing Notes are to be issuable initially in temporary or permanent global form and, if so, whether beneficial owners of interests in any such permanent global Refinancing Note may exchange such interests for Refinancing Notes of such series or class and of like tenor and of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.7, and the circumstances under which and the place or places where any such exchanges may be made and the identity of any initial depositary therefor; (ix) the ranking in priority of such Refinancing Notes relative to any other series or classes (or sub-classes) of Notes; and (xviii) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series or class of Refinancing Notes (which terms shall comply with Applicable Law and not violate any be inconsistent with the requirements or restrictions of this Indenture). (d) If any of the terms of any issue of Refinancing Notes are established by action taken pursuant to one or more Board Resolutions, such Board Resolutions shall be delivered to the Trustee setting forth the terms of such Refinancing Notes.

Refinancing Notes. (a) Subject Borrowers may at any time and from time to Section 2.15(b)time, Section 2.15(c) and Section 2.15(d)by written notice to the Administrative Agent, the Issuer may issue Refinancing Notes pursuant to this Indenture solely for the purpose of refinancing all, but not part, of the Outstanding Principal Balance of any class of Notes (including a refinancing of Refinancing Notes). Each refinancing of any series or class of Notes with the proceeds of an offering of Refinancing Notes (a “Refinancing”) shall be authorized pursuant to one or more Resolutions. Each Refinancing Note shall be designated generally as a Note for all purposes under this Indentureadditional series of debt securities, with such further designations added or incorporated in such title as specified in the related Resolution and set forth in any indenture supplemental hereto providing for the issuance an increase to an existing series of such Notes or specified in the form of such Notes, as the case may be. The Refinancing Notes may, at the option of the Issuer, rank equal in priority relative to the series or class of Notes being refinanced. Refinancing Notes may be issued on any Business Day. debt securities (b) On the date of any Refinancing, the Issuer shall issue and sell an aggregate principal amount of Refinancing Notes (when added to the Available Collections Amount and any funds in the Interest Reserve Account, the Redemption Account or the Capital Account used or to be used in connection with such Refinancing) resulting in proceeds in an amount sufficient to pay in full the applicable Redemption Price of the Notes being refinanced in whole thereby plus the Refinancing Expenses relating thereto. The proceeds of each sale of Refinancing Notes shall be used to the extent necessary to make the deposit required by Section 3.9 for a Redemption of the Notes to be refinanced and to pay such Refinancing Expenses. (c) Each Refinancing Note shall contain such terms as may be established in or pursuant to the related Resolution (subject to Section 2.1(d)) and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted below. Prior to the issuance of any “Refinancing Notes, any or all of the following, as applicable, with respect to the related issue of Refinancing Notes shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be”); provided that: (i) the series proceeds of such Refinancing Notes shall be used, concurrently or class substantially concurrently with the incurrence thereof, solely to refinance all or any portion of Notes to be refinanced by such any Class or Classes of outstanding Term Loans and/or other Refinancing Notes; (ii) such Refinancing Notes shall be in an aggregate principal amount not greater than the aggregate principal amount of each series or class of Term Loans and/or other Refinancing Notes that may to be issued in respect of such Refinancingrefinanced plus any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront fees); (iii) such Refinancing Notes shall not mature earlier than the proposed date of such Refinancing; (iv) the Final Legal Maturity Date of each series or class the Class of Term Loans being refinanced on the date of issuance of such Refinancing Notes and shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Class of Term Loans being refinanced on the date of issuance of such Refinancing Notes; (viv) (A) the pricing, rate at which floors, discounts, fees and optional and mandatory prepayment or redemption provisions (including premiums, if any) applicable to such Refinancing Notes shall bear interest be as agreed between Borrowers and the initial purchasers of Refinancing Notes so long as, in the case of any mandatory prepayment or redemption provisions, the method by which holders of such rate Refinancing Notes do not participate on a greater than pro rata basis in any such prepayments as compared to the Lenders holding the Class of Term Loans so refinanced and (B) the covenants and other terms applicable to such Refinancing Notes (excluding those terms described in the immediately preceding clause (A)), shall be determinedas agreed between Borrowers and such purchasers of such Refinancing Note; (v) no existing Lender shall be required to purchase any Refinancing Notes; (vi) the denomination Refinancing Notes shall rank equal in priority in right of payment and of security with the Initial Term Loans, may be issued on a junior lien basis to the Initial Term Loans or denominations may be senior unsecured, but may not be issued or incurred on a senior lien basis to the Initial Term Loans; provided that Refinancing Notes shall not at any time be guaranteed by any Subsidiaries other than Loan Parties and, to the extent secured, shall not be secured by a Lien on any property or asset that does not secure the Term Facility; and (vii) such Refinancing Notes, if secured, shall be issued subject to customary intercreditor arrangements that are reasonably satisfactory to the Administrative Agent. (b) This Section 2.15 shall supersede any provisions in which any series Section 2.10, Section 2.11 or class Section 10.01 to the contrary (but shall be in addition to and not in lieu of such the second paragraph of Section 10.01). The Refinancing Notes shall be issuable; (vii) whether such Refinancing Notes will be subject to redemption established pursuant to Section 3.8(c); (viii) whether any such Refinancing Notes are to documentation which shall be issuable initially in temporary or permanent global form and, if so, whether beneficial owners of interests in any such permanent global Refinancing Note may exchange such interests for Refinancing Notes of such series or class and of like tenor and of any authorized form and denomination and consistent with the circumstances under which any such exchanges may occur, if other than in the manner provided provisions set forth in Section 2.7, and the circumstances under which and the place or places where any such exchanges may be made and the identity of any initial depositary therefor; (ix) the ranking in priority of such Refinancing Notes relative to any other series or classes (or sub-classes) of Notes; and (x) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series or class of Refinancing Notes (which terms shall comply with Applicable Law and not violate any restrictions of this Indenture2.15(a). (d) If any of the terms of any issue of Refinancing Notes are established by action taken pursuant to one or more Resolutions, such Resolutions shall be delivered to the Trustee setting forth the terms of such Refinancing Notes.

Refinancing Notes. (a) Subject to Section 2.15(b), Section 2.15(c) and Section 2.15(d), the Issuer may issue Refinancing Notes pursuant to this Indenture solely for the purpose of refinancing all, but not part, of the Outstanding Principal Balance of any class of Notes (including a refinancing of Refinancing Notes). Each refinancing of any series or class of Notes with the proceeds of an offering of Refinancing Notes (a “Refinancing”) shall be authorized pursuant to one or more Resolutions. Each Refinancing Note shall be designated generally as a Note for all purposes under this Indenture, with such further designations added or incorporated in such title as specified in the related Resolution and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be. The Refinancing Notes may, at shall be issued on the option Redemption Date on which the Redemption in whole of the Issuer, class of Notes being refinanced is to occur as provided in Section 3.10 and shall rank equal in priority relative to the series or class of Notes being refinanced. Refinancing Notes may be issued on any Business Day. (b) A Refinancing of any class of Notes shall be effected as a Redemption pursuant to Section 3.9, provided that a Refinancing of the Original Class A Notes shall be effected as an Optional Redemption pursuant to Section 3.9(b). On the date of any Refinancing, the Issuer shall issue and sell an aggregate principal amount of Refinancing Notes (when added to the Available Collections Amount and any funds in the Interest Reserve Account, the Redemption Account or the Capital Account used or to be used in connection with such Refinancing) resulting in proceeds in an amount sufficient to pay in full the applicable Redemption Price of the Notes being refinanced in whole thereby plus the Refinancing Expenses relating thereto. The proceeds of each sale of Refinancing Notes shall be used to the extent necessary to make the deposit required by Section 3.9 for a Redemption of the Notes to be refinanced 3.10 and to pay such Refinancing Expenses. Subject to Section 3.10(b), once a notice of a Redemption in respect of any Refinancing is published in accordance with Section 3.10(a), each class of Notes to which such notice applies shall become due and payable on the Redemption Date stated in such notice at their Redemption Price. (c) Each Refinancing Note shall contain such terms as may be established in or pursuant to the related Resolution (subject to Section 2.1(d)2.1) and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted below. Prior to the issuance of any Refinancing Notes, any or all of the following, as applicable, with respect to the related issue of Refinancing Notes shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be: (i) the series or class of Notes to be refinanced by such Refinancing Notes; (ii) the aggregate principal amount of each series or class of Refinancing Notes that may be issued in respect of such Refinancing; (iii) the proposed date of such Refinancing; (iv) the Final Legal Maturity Date of each series or class of such Refinancing Notes; (v) the rate at which such Refinancing Notes shall bear interest or the method by which such rate shall be determined; (vi) the denomination or denominations in which any series or class of such Refinancing Notes shall be issuable; (vii) whether such Refinancing Notes will be subject to redemption pursuant to Section 3.8(c3.9(c); (viii) whether any such Refinancing Notes are to be issuable initially in temporary or permanent global form and, if so, whether beneficial owners of interests in any such permanent global Refinancing Note may exchange such interests for Refinancing Notes of such series or class and of like tenor and of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.7, and the circumstances under which and the place or places where any such exchanges may be made and the identity of any initial depositary therefor; (ix) the ranking in priority of such Refinancing Notes relative to any other series or classes (or sub-classes) of Notes; and (xix) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series or class of Refinancing Notes (which terms shall comply with Applicable Law and not violate any restrictions of this Indenture). (d) If any of the terms of any issue of Refinancing Notes are established by action taken pursuant to one or more Resolutions, such Resolutions shall be delivered to the Trustee setting forth the terms of such Refinancing Notes.

Refinancing Notes. (a) Subject to Section 2.15(b), Section 2.15(c) and Section 2.15(d), the Issuer may issue Refinancing Notes pursuant to this Indenture solely for the purpose of refinancing all, but not part, all of the Outstanding Principal Balance of any class of Notes (including a refinancing of Refinancing Notes). Each refinancing of any series or class of Notes with the proceeds of an offering of Refinancing Notes (a “Refinancing”) shall be authorized pursuant to one or more Resolutions. Each Refinancing Note shall be designated generally as a Note for all purposes under this Indenture, with such further designations added or incorporated in such title as specified in the related Resolution and set forth or in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be. The Refinancing Notes may, at shall be issued on the option Payment Date on which the Redemption in whole of the Issuer, rank equal in priority relative to the series or class of Notes being refinanced. Refinancing Notes may be issued on any Business Dayrefinanced is to occur as provided in Section 3.10. (b) A Refinancing of any class of Notes shall be effected as a Redemption pursuant to Section 3.9, provided that a Refinancing of the Original Class A Notes shall be effected as an Optional Redemption pursuant to Section 3.9(b). On the date of any Refinancing, the Issuer shall issue and sell an aggregate principal amount of Refinancing Notes (when added to the Available Collections Amount and any funds in the Interest Reserve Account, the Redemption Account or the Capital Account used or to be used in connection with such Refinancing) resulting in proceeds in an amount sufficient to pay in full the applicable Redemption Price of the Notes being refinanced in whole thereby plus the Refinancing Expenses relating thereto. The proceeds of each sale of Refinancing Notes shall be used to the extent necessary to make the deposit required by Section 3.9 for a Redemption of the Notes to be refinanced 3.10 and to pay such Refinancing Expenses. Subject to Section 3.10(b), once a notice of a Redemption in respect of any Refinancing is published in accordance with Section 3.10(a), each class of Notes to which such notice applies shall become due and payable on the Refinancing Date stated in such notice at their Redemption Price. (c) Each Refinancing Note shall contain such terms as may be established in or pursuant to the related Resolution (subject to Section 2.1(d)2.1) and set forth or in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted below. Prior to the issuance of any Refinancing Notes, any or all of the following, as applicable, with respect to the related issue of Refinancing Notes shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be: (i) the series or class of Notes to be refinanced by such Refinancing Notes; (ii) the aggregate principal amount of each series or class of Refinancing Notes that may be issued in respect of such Refinancing; (iii) the proposed date of such Refinancing; (iv) the Final Legal Maturity Date of each series or class of such Refinancing Notes; (v) the rate at which such Refinancing Notes shall bear interest or the method by which such rate shall be determined; (vi) the denomination or denominations in which any series or class of such Refinancing Notes shall be issuable; (vii) whether such Refinancing Notes will be subject to redemption pursuant to Section 3.8(c3.9(c); (viii) whether any such Refinancing Notes are to be issuable initially in temporary or permanent global form and, if so, whether beneficial owners of interests in any such permanent global Refinancing Note may exchange such interests for Refinancing Notes of such series or class and of like tenor and of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.7, and the circumstances under which and the place or places where any such exchanges may be made and the identity of any initial depositary therefor; (ix) the ranking in priority of such Refinancing Notes relative to any other series or classes (or sub-classes) of Notes; and (xix) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series or class of Refinancing Notes (which terms shall comply with Applicable Law and not violate any restrictions of this Indenture). (d) If any of the terms of any issue of Refinancing Notes are established by action taken pursuant to one or more Resolutions, such Resolutions shall be delivered to the Trustee setting forth the terms of such Refinancing Notes.

Refinancing Notes. (a) Subject to Section 2.15(b), Section 2.15(cparagraphs (b) and (c) below and Section 2.15(d)5.02(d) hereof, the Issuer may issue Refinancing Notes pursuant to this Indenture solely for the purpose of refinancing all, but not part, all of the Outstanding Principal Balance of any class of Notes (including a refinancing of Refinancing Notes). Each refinancing of any series or class of Notes with the proceeds of an offering of Refinancing Notes (a “"Refinancing”") shall be authorized pursuant to one or more Board Resolutions. Each Refinancing Note shall be designated generally as a Note "Note" for all purposes under this Indenture, with such further designations added or incorporated in such title as specified in the related Resolution and set forth Board Resolutions or in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be. The Refinancing Notes may, at shall be issued on the option Payment Date on which the Redemption in whole of the Issuer, rank equal in priority relative to the series or class of Notes being refinanced. Refinancing Notes may be issued on any Business Dayrefinanced is to occur as provided in Section 3.09. (b) A Refinancing of any class of Notes shall be effected as a Redemption pursuant to Section 3.08 hereof, provided that a Refinancing of the Class A Notes shall be effected as an Optional Redemption pursuant to Section 3.08(a) hereof. On the date of any Refinancing, the Issuer shall issue and sell an aggregate principal amount of Refinancing Notes (when added to the Available Collections Amount and any funds in the Interest Reserve Account, the Redemption Account or the Capital Account used or to be used in connection with such Refinancing) resulting in proceeds in an amount sufficient to pay in full not less than the applicable sum of the Redemption Price of the Notes being refinanced in whole thereby plus the Refinancing Expenses relating theretothereto and any Redemption Premium plus any amount to be deposited in an Interest Reserve Account for such Refinancing Notes. The proceeds of each sale of Refinancing Notes shall be used to the extent necessary to make the deposit required by Section 3.9 for a Redemption of the Notes to be refinanced and 3.09(b) hereof, to pay such Refinancing Expenses, to fund such Interest Reserve Account and/or deposit and for such other purposes, if any, as shall be specified in the Board Resolution authorizing the issuance such Refinancing Notes. Once a notice of a Redemption in respect of any Refinancing is published in accordance with Section 3.09(a), each class of Notes to which such notice applies shall become due and payable on the Refinancing Date stated in such notice at their Redemption Price. (c) Each Refinancing Note shall contain such terms as may be established in or pursuant to the related Resolution Board Resolutions (subject to Section 2.1(d)2.01 hereof) and set forth or in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted below, and shall have the same ranking pursuant to Section 3.07 with respect to all other Outstanding Notes as the Notes being refinanced thereby. Prior No less than seven (7) Business Days prior to the issuance of any Refinancing Notes, any or all of the following, as applicable, with respect to the related issue of Refinancing Notes shall have been determined by the Issuer and set forth in such Resolution and Board Resolutions or in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be: (i1) the series or class of Notes to be refinanced by such Refinancing Notes; (ii2) the aggregate principal amount of each series or class of Refinancing Notes that which may be issued in respect of such Refinancing; (iii3) the proposed date of such Refinancing; (iv4) if applicable, the Scheduled Final Payment Date and the Final Legal Maturity Date of each series or class of such Refinancing Notes; (v5) the rate at which such Refinancing Notes shall bear interest or the method by which such rate shall be determined; (vi6) the denomination or denominations in which any series or class of such Refinancing Notes shall be issuable; (vii) whether such Refinancing Notes will be subject to redemption pursuant to Section 3.8(c); (viii7) whether any such Refinancing Notes are to be issuable initially in temporary or permanent global form and, if so, whether beneficial owners of interests in any such permanent global Refinancing Note may exchange such interests for Refinancing Notes of such series or class and of like tenor and of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.72.07 hereof, and the circumstances under which and the place or places where any such exchanges may be made and the identity of any initial depositary depository therefor; (ix) the ranking in priority of such Refinancing Notes relative to any other series or classes (or sub-classes) of Notes; and (x) 8) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series or class of Refinancing Notes (which terms shall comply with Applicable Law and not violate any be inconsistent with the requirements or restrictions of this Indenture). (d) If any of the terms of any issue of Refinancing Notes are established by action taken pursuant to one or more Board Resolutions, such Board Resolutions shall be delivered to the Trustee setting forth the terms of such Refinancing Notes.

Refinancing Notes. (a) Subject to Section 2.15(b), Section 2.15(c) and Section 2.15(d), the Issuer may issue Refinancing Notes pursuant to this Indenture solely for the purpose of refinancing all, but not part, of the Outstanding Principal Balance of any class of Notes (including a refinancing of Refinancing Notes). Each refinancing of any series or class of Notes with the proceeds of an offering of Refinancing Notes (a “Refinancing”) shall be authorized pursuant to one or more Resolutions. Each Refinancing Note shall be designated generally as a Note for all purposes under this Indenture, with such further designations added or incorporated in such title as specified in the related Resolution and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be. The Refinancing Notes may, at shall be issued on the option Redemption Date on which the Redemption in whole of the Issuer, class of Notes being refinanced is to occur as provided in Section 3.10 and shall rank equal in priority relative to the series or class of Notes being refinanced. Refinancing Notes may be issued on any Business Day. (b) A Refinancing of any class of Notes shall be effected as a Redemption pursuant to Section 3.9, provided that a Refinancing of the Original Class A Notes shall be effected as an Optional Redemption pursuant to Section 3.9(b). On the date of any Refinancing, the Issuer shall issue and sell an aggregate principal amount of Refinancing Notes (when added to the Available Collections Amount and any funds in the Interest Reserve Account, the Redemption Account or the Capital Account used or to be used in connection with such Refinancing) resulting in proceeds in an amount sufficient to pay in full the applicable Redemption Price of the Notes being refinanced in whole thereby plus the Refinancing Expenses relating thereto. The proceeds of each sale of Refinancing Notes shall be used to the extent necessary to make the deposit required by Section 3.9 for a Redemption of the Notes to be refinanced 3.10 and to pay such Refinancing Expenses. Subject to Section 3.10(b), once a notice of a Redemption in respect of any Refinancing is published in accordance with Section 3.10(a), each class of Notes to which such notice applies shall become due and payable on the Redemption Date stated in such notice at their Redemption Price. (c) Each Refinancing Note shall contain such terms as may be established in or pursuant to the related Resolution (subject to Section 2.1(d)2.1) and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted below. Prior to the issuance of any Refinancing Notes, any or all of the following, as applicable, with respect to the related issue of Refinancing Notes shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be: (i) the series or class of Notes to be refinanced by such Refinancing Notes; (ii) the aggregate principal amount of each series or class of Refinancing Notes that may be issued in respect of such Refinancing; (iii) the proposed date of such Refinancing; (iv) the Final Legal Maturity Date of each series or class of such Refinancing Notes; (v) the rate at which such Refinancing Notes shall bear interest or the method by which such rate shall be determined; (vi) the denomination or denominations in which any series or class of such Refinancing Notes shall be issuable; (vii) whether such Refinancing Notes will be subject to redemption pursuant to Section 3.8(c3.9(c); (viii) whether any such Refinancing Notes are to be issuable initially in temporary or permanent global form and, if so, whether beneficial owners of interests in any such permanent global Refinancing Note may exchange such interests for Refinancing Notes of such series or class and of like tenor and of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.7, and the circumstances under which and the place or places where any such exchanges may be made and the identity of any initial depositary therefor; (ix) the ranking in priority of such Refinancing Notes relative to any other series or classes (or sub-classes) of Notes; and (xix) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series or class of Refinancing Notes (which terms shall comply with Applicable Law and not violate any restrictions of this Indenture). (d) If any of the terms of any issue of Refinancing Notes are established by action taken pursuant to one or more Resolutions, such Resolutions shall be delivered to the Trustee setting forth the terms of such Refinancing Notes.