Common use of Sale and Delivery of the Notes Clause in Contracts

Sale and Delivery of the Notes. (a) On the basis of the representations and warranties and subject to the terms and conditions set forth herein and in the other Transaction Documents, the Issuer agrees to deliver on the Closing Date, to each of the Persons set forth on Schedule 2, a Note with a maximum aggregate principal amount of up to the amount set forth opposite such Person’s name on Schedule 2. The Notes shall be duly executed by the Issuer, duly authenticated by the Indenture Trustee and registered in the name of each of the Persons set forth on Schedule 2 or its nominee. In connection with any transfer of a Note made in accordance with Section 202 of the Supplement (including the related Series 2008-1 Note Existing Commitment), the Issuer agrees to deliver a Note in the name of such transferee or its nominee on behalf of such transferee and its Related Group in the maximum aggregate principal amount determined pursuant to the related Assignment and Acceptance. Any such assignment of a Series 2008-1 Note and all or a portion of the Series 2008-1 Existing Commitment of a Series 2008-1 Noteholder may be effected by the execution and delivery to the Issuer and the Indenture Trustee of an Assignment and Assumption Agreement and a Related Group Addition Notice. The actual outstanding principal balance of the Notes will be increased and decreased from time to time in accordance with the terms hereof, the Supplement and the Indenture. (b) The Issuer may request (each such request to be substantially in the form of Exhibit A hereto, a “Funding Notice”), to the Deal Agents by delivery of a Funding Notice to the Administrative Agent that the Purchasers make a Series 2008-1 Advance, each such Funding Notice to be irrevocable when given and shall be on the terms and conditions set forth herein and in Section 205(b) of the Supplement. (c) The Issuer may, within 60 days, but no later than 45 days (or such shorter period as may be approved by the parties hereto), prior to the then current Conversion Date, by written notice to each Deal Agent, with a copy to the Indenture Trustee and the Series Enhancer, if any, for Series 2008-1, request the Purchasers to extend the Conversion Date for an additional period of up to 364 days from the then current Conversion Date. Each of the Purchasers shall make a determination, in its sole discretion and after a full credit review, within 30 days of its receipt of the Issuer’s request, as to whether or not it will agree to extend the Conversion Date; provided, however, that the failure of any Purchaser to make a timely response to the Issuer’s request for extension of the Conversion Date shall be deemed to constitute a refusal by such Purchasers to extend the Conversion Date. Any such renewal shall become effective only upon written confirmation to the Issuer by each Deal Agent on behalf of the consenting Purchaser of its agreement to so renew, upon receipt by each Deal Agent of any fees required to be paid in connection with such renewal, and receipt by the Issuer and such Deal Agent of the written consent of the Series Enhancer for Series 2008-1, if any, to such extension of the Conversion Date.

Sale and Delivery of the Notes. (a) On the basis of the representations and warranties and subject to the terms and conditions set forth herein and in the other Transaction Documents, the Issuer agrees to deliver on the Closing Date (or on the Restatement Effective Date, with respect to any Person that shall become a Purchaser on the Restatement Effective Date), to each of the Persons set forth on Schedule 2, a Note with a maximum aggregate principal amount of up to the amount set forth opposite such Person’s name on Schedule 2. The Notes shall be duly executed by the Issuer, duly authenticated by the Indenture Trustee and registered in the name of each of the Persons set forth on Schedule 2 or its nominee. In connection with any transfer of a Note made in accordance with Section 202 of the Supplement (including the related Series 20082009-1 Note Existing Commitment), the Issuer agrees to deliver a Note in the name of such transferee or its nominee on behalf of such transferee and its Related Group in the maximum aggregate principal amount determined pursuant to the related Assignment and Acceptance. Any such assignment of a Series 20082009-1 Note and all or a portion of the Series 20082009-1 Existing Commitment of a Series 20082009-1 Noteholder may be effected by the execution and delivery to the Issuer and the Indenture Trustee of (i) an Assignment and Assumption Agreement and a Related Group Addition NoticeAgreement. The actual outstanding unpaid principal balance of the Notes will be increased and decreased from time to time in accordance with the terms hereof, the Supplement and the Indenture. The Issuer acknowledges and agrees that each Purchaser and its related Indemnified Parties (as defined in the Supplement) shall be entitled to the benefits of Sections 206, 207 and 208 of the Supplement, and such Indemnified Party shall only make such claims through the Indenture Trustee. (b) The Issuer may request (each such request to be substantially in the form of Exhibit A hereto, a “Funding Notice”), to the Deal Agents by delivery of a Funding Notice to the Administrative Agent that the Purchasers make a Series 20082009-1 Advance, each such Funding Notice to be irrevocable when given and shall be on the terms and conditions set forth herein and in Section 205(b) of the Supplement. The Issuer will submit a Funding Notice on the Restatement Effective Date for a Series 2009-1 Advance on August 12, 2011 in an amount of not less than the unpaid principal balance of, and accrued interest on, the Series 2009-1 Note owned by DVB Bank SE. The proceeds of such Series 2009-1 Advance shall be used to prepay in full on August 12, 2011 the unpaid principal balance of, and accrued interest on, the Series 2009-1 Note owned by DVB Bank SE. (c) The Issuer may, within 60 days, but no later than 45 days (or such shorter period as may be approved by the parties hereto), prior to the then current Conversion Scheduled Commitment Expiration Date, by written notice to each Deal Agent, with a copy to the Indenture Trustee and the Series Enhancer, if any, for Series 20082009-1, request the Purchasers to extend the Conversion Scheduled Commitment Expiration Date for an additional period of up to 364 days from the then current Conversion Scheduled Commitment Expiration Date. Each of the Purchasers shall make a determination, in its sole discretion and after a full credit review, within 30 days of its receipt of the Issuer’s request, as to whether or not it will agree to extend the Conversion Scheduled Commitment Expiration Date; provided, however, that the failure of any Purchaser to make a timely response to the Issuer’s request for extension of the Conversion Scheduled Commitment Expiration Date shall be deemed to constitute a refusal by such Purchasers to extend the Conversion Scheduled Commitment Expiration Date. Any such renewal shall become effective only upon written confirmation to the Issuer by each Deal Agent on behalf of the consenting Purchaser of its agreement to so renew, upon receipt by each Deal Agent of any fees required to be paid in connection with such renewal, and receipt by the Issuer and such Deal Agent of the written consent of the Series Enhancer for Series 20082009-1, if any, to such extension of the Conversion Scheduled Commitment Expiration Date.

Sale and Delivery of the Notes. (a) On the basis of the representations and warranties and subject to the terms and conditions set forth herein and in the other Transaction Documents, the Issuer agrees to deliver on the Closing Date, to each of the Persons set forth on Schedule 2, a Note with a maximum aggregate principal amount of up to the amount set forth opposite such Person’s name on Schedule 2. The Notes shall be duly executed by the Issuer, duly authenticated by the Indenture Trustee and registered in the name of each of the Persons set forth on Schedule 2 or its nominee. In connection with any transfer of a Note made in accordance with Section 202 of the Supplement (including the related Series 20082011-1 Note Existing Commitment), the Issuer agrees to deliver a Note in the name of such transferee or its nominee on behalf of such transferee and its Related Group in the maximum aggregate principal amount determined pursuant to the related Assignment and Acceptance. Any such assignment of a Series 20082011-1 Note and all or a portion of the Series 20082011-1 Note Existing Commitment of a Series 20082011-1 Noteholder may be effected by the execution and delivery to the Issuer and the Indenture Trustee of an Assignment and Assumption Agreement and a Related Group Addition NoticeAcceptance. The actual outstanding unpaid principal balance of the Notes will be increased and decreased from time to time in accordance with the terms hereof, the Supplement and the Indenture. (b) The Issuer may request (each such request to be substantially in the form of Exhibit A hereto, a “Funding Notice”), to the Deal Agents by delivery of a Funding Notice to the Administrative Agent that the Purchasers make a Series 20082011-1 Advance, each such Funding Notice to be irrevocable when given and shall be on the terms and conditions set forth herein and in Section 205(b) of the Supplement. (c) The Issuer may, within 60 days, but no later than 45 days (or such shorter period as may be approved by the parties hereto), prior to the then current Conversion Scheduled Commitment Expiration Date, by written notice to each Deal Agent, with a copy to the Indenture Trustee and the Series Enhancer, if any, for Series 20082011-1, request the Purchasers to extend the Conversion Scheduled Commitment Expiration Date for an additional period of up to 364 days from the then current Conversion Scheduled Commitment Expiration Date. Each of the Purchasers shall make a determination, in its sole discretion and after a full credit review, within 30 days of its receipt of the Issuer’s request, as to whether or not it will agree to extend the Conversion Scheduled Commitment Expiration Date; provided, however, that the failure of any Purchaser to make a timely response to the Issuer’s request for extension of the Conversion Scheduled Commitment Expiration Date shall be deemed to constitute a refusal by such Purchasers Purchaser to extend the Conversion Scheduled Commitment Expiration Date. Any such renewal shall become effective only upon written confirmation to the Issuer by each Deal Agent on behalf of the consenting Purchaser of its agreement to so renew, upon receipt by each Deal Agent of any fees required to be paid in connection with such renewal, and receipt by the Issuer and such Deal Agent of the written consent of the Series Enhancer for Series 20082011-1, if any, to such extension of the Conversion Scheduled Commitment Expiration Date.

Sale and Delivery of the Notes. (a) On the basis of the representations and warranties and subject to the terms and conditions set forth herein and in the other Transaction Documents, the Issuer agrees to deliver on the Closing Restatement Effective Date, to each of the Persons set forth on Schedule 2, a Note with a maximum aggregate principal amount of up to the amount Purchase Limit set forth opposite such Person’s name on Schedule 2. The Notes Each Note shall be duly executed by the Issuer, duly authenticated by the Indenture Trustee and registered in the name of each of the Persons set forth on Schedule 2 or its nominee. In connection with any transfer of a Note made in accordance with Section 202 of the Supplement (including the related Series 20082009-1 Note Existing Commitment), the Issuer agrees to deliver a Note in the name of such transferee transferee, or its a nominee on behalf of such transferee and its Related Group transferee, in the maximum aggregate principal amount determined pursuant to the related Assignment and Acceptance. Any such assignment of a Series 20082009-1 Note and all or a portion of the Series 20082009-1 Existing Commitment of a Series 20082009-1 Noteholder may be effected by the execution and delivery to the Issuer and the Indenture Trustee of an Assignment and Assumption Agreement and a Related Group Addition NoticeAgreement. The actual outstanding unpaid principal balance of the Notes will be increased and decreased from time to time in accordance with the terms hereof, the Supplement and the Indenture. The Issuer acknowledges and agrees that each Purchaser and its related Indemnified Parties (as defined in the Supplement) shall be entitled to the benefits of Sections 206, 207 and 208 of the Supplement, and such Indemnified Party shall only make such claims through the Indenture Trustee. (b) The Issuer may request (each such request to be substantially in the form of Exhibit A hereto, a “Funding Notice”), to the Deal Agents by delivery of a Funding Notice to the Administrative Agent (and the Administrative Agent will promptly forward a copy of such Funding Notice to each Purchaser) that the Purchasers make a Series 20082009-1 AdvanceAdvance on the date specified therein (such date, the “Funding Date”), each such Funding Notice to be irrevocable when given and shall be on the terms and conditions set forth herein and in Section 205(b) of the Supplement. (c) The Issuer may, within 60 days, but no later than 45 days (or such shorter period as may be approved by all of the parties hereto), prior to the then current Conversion Scheduled Commitment Expiration Date, by written notice to each Deal Agent, with a copy to the Indenture Trustee and the Series Enhancer, if any, for Series 20082009-1, request the Purchasers to extend the Conversion Scheduled Commitment Expiration Date for an additional period of up to 364 days (or such other period as all of the parties hereto shall agree) from the then current Conversion Scheduled Commitment Expiration Date. Each of the Purchasers shall make a determination, in its sole discretion and after a full credit review, within 30 days of its receipt of the Issuer’s request, as to whether or not it will agree to extend the Conversion Scheduled Commitment Expiration Date; provided, however, that the failure of any Purchaser to make a timely response to the Issuer’s request for extension of the Conversion Scheduled Commitment Expiration Date shall be deemed to constitute a refusal by such Purchasers Purchaser to extend the Conversion Scheduled Commitment Expiration Date. Any such renewal shall become effective only upon written confirmation to the Issuer by each Deal Agent on behalf of the consenting Purchaser of its agreement to so renew, upon receipt by each Deal Agent of any fees required to be paid in connection with such renewal, and receipt by the Issuer and such Deal Agent of the written consent of the Series Enhancer for Series 20082009-1, if any, to such extension of the Conversion Scheduled Commitment Expiration Date.

Sale and Delivery of the Notes. (a) On the basis of the representations and warranties and subject to the terms and conditions set forth herein and in the other Transaction Documents, the Issuer agrees to deliver on the Closing Restatement Date, to each of the Persons set forth on Schedule 2, a Note with a maximum aggregate principal amount of up to the amount set forth opposite such Person’s 's name on Schedule 2. The Notes shall be duly executed by the Issuer, duly authenticated by the Indenture Trustee and registered in the name of each of the Persons set forth on Schedule 2 or its nominee. In connection with any transfer of a Note made in accordance with Section 202 of the Supplement (including the related Series 20082005-1 Note Existing Commitment), the Issuer agrees to deliver a Note in the name of such transferee or its nominee on behalf of such transferee and its Related Group in the maximum aggregate principal amount determined pursuant to the related Assignment and Acceptance. Any such assignment of a Series 20082005-1 Note and all or a portion of the Series 20082005-1 Existing Commitment of a Series 20082005-1 Noteholder may be effected by the execution and delivery to the Issuer and the Indenture Trustee of an Assignment and Assumption Agreement and a Related Group Addition Notice. The actual outstanding principal balance of the Notes will be increased and decreased from time to time in accordance with the terms hereof, the Supplement and the Indenture. (b) The Issuer may request (each such request to be substantially in the form of Exhibit A hereto, a “"Funding Notice”"), to the Deal Agents by delivery of a Funding Notice to the Administrative Agent that the Purchasers make a Series 20082005-1 Advance, each such Funding Notice to be irrevocable when given and shall be on the terms and conditions set forth herein and in Section 205(b) of the Supplement. (c) The Issuer may, within 60 days, but no later than 45 days (or such shorter period as may be approved by the parties hereto), prior to the then current Conversion Date, by written notice to each Deal Agent, with a copy to the Indenture Trustee and the Series Enhancer, if any, for Series 20082005-1, request the Purchasers to extend the Conversion Date for an additional period of up to 364 days from the then current Conversion Date. Each of the Purchasers shall make a determination, in its sole discretion and after a full credit review, within 30 days of its receipt of the Issuer’s 's request, as to whether or not it will agree to extend the Conversion Date; provided, however, that the failure of any Purchaser to make a timely response to the Issuer’s 's request for extension of the Conversion Date shall be deemed to constitute a refusal by such Purchasers to extend the Conversion Date. Any such renewal shall become effective only upon written confirmation to the Issuer by each Deal Agent on behalf of the consenting Purchaser of its agreement to so renew, upon receipt by each Deal Agent of any fees required to be paid in connection with such renewal, and receipt by the Issuer and such Deal Agent of the written consent of the Series Enhancer for Series 20082005-1, if any, to such extension of the Conversion Date.

Sale and Delivery of the Notes. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth herein and in the other Transaction Documentsforth, the Issuer agrees to deliver to the Initial Noteholder and the Initial Noteholder agrees to purchase on the Closing Date, to each of Date the Persons set forth on Schedule 2, a Note with a maximum in an aggregate principal amount of up Principal Amount equal to the amount set forth opposite such Person’s name on Schedule 2. The Notes shall be duly executed by the Issuer, duly authenticated by the Indenture Trustee and registered in the name of each of the Persons set forth on Schedule 2 or its nominee. In connection with any transfer of a Note made in accordance with Section 202 of the Supplement (including the related Series 2008-1 Note Existing Commitment), the Issuer agrees to deliver a Note in the name of such transferee or its nominee on behalf of such transferee and its Related Group in the maximum aggregate principal amount determined pursuant to the related Assignment and Acceptance. Any such assignment of a Series 2008-1 Note and all or a portion of the Series 2008-1 Existing Commitment of a Series 2008-1 Noteholder may be effected by the execution and delivery to the Issuer and the Indenture Trustee of an Assignment and Assumption Agreement and a Related Group Addition Notice. The actual outstanding principal balance of the Notes will be increased and decreased from time to time in accordance with the terms hereof, the Supplement and the IndentureInitial Principal Amount. (b) The Issuer may request (each such request to Note purchased under this Agreement shall be substantially in the form of Exhibit A hereto, a “Funding Notice”), enforceable only to the Deal Agents by delivery of a Funding Notice to the Administrative Agent that the Purchasers make a Series 2008-1 Advance, each such Funding Notice to be irrevocable when given and shall be on the terms and conditions set forth herein and in Section 205(b) extent of the Supplementamount of the Net Investment. (c) The Issuer mayobligations of VFCC, within 60 days, but no later than 45 days (or such shorter period as may be approved by the parties hereto), prior Liquidity Agent and the Note Investors under this Agreement are subject to the then current Conversion accuracy of the representations and warranties on the part of the Issuer contained herein and in the Security Agreement and the other Transaction Documents and to the satisfaction of the following further conditions on the Closing Date, by written notice as indicated below: (i) The Deal Agent shall have received opinions, dated the Closing Date, of Xxxxxxxx & Xxxxxx, special counsel to the Original Sellers, the Issuer and the Transferor, as to "true sale" (from the Original Sellers to the Transferor and from the Transferor to the Issuer) and substantive nonconsolidation issues under the Bankruptcy Code (each such opinion referred to herein as a "BANKRUPTCY OPINION"). (ii) The Deal AgentAgent shall have received an opinion, dated the Closing Date, from Xxxxxxxx & Knight, special counsel for the Issuer, with a copy to the Indenture Trustee and the Series Enhancer, if any, for Series 2008-1, request the Purchasers to extend the Conversion Date for an additional period of up to 364 days from the then current Conversion Date. respect to: (A) Each of the Purchasers shall make a determinationNote, in its sole discretion this Agreement, the Sale Agreement and after a full credit reviewthe Security Agreement have been duly authorized, within 30 days of its receipt of the Issuer’s request, as to whether or not it will agree to extend the Conversion Date; provided, however, that the failure of any Purchaser to make a timely response to the Issuer’s request for extension of the Conversion Date shall be deemed to constitute a refusal by such Purchasers to extend the Conversion Date. Any such renewal shall become effective only upon written confirmation to the Issuer by each Deal Agent on behalf of the consenting Purchaser of its agreement to so renew, upon receipt by each Deal Agent of any fees required to be paid in connection with such renewal, executed and receipt delivered by the Issuer and is a valid and binding agreement, enforceable against the Issuer in accordance with its respective terms, except to the extent that enforcement thereof may be limited by (1) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, (2) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and (3) the qualification that certain remedial provisions of the Security Agreement may be unenforceable in whole or in part, but the inclusion of such provisions does not affect the validity of the Security Agreement, and the Security Agreement, together with applicable law, contains adequate remedial provisions for the practical realization of the benefits of the security created thereby; (B) The pledges of the Collateral pledged by the Issuer to the Collateral Agent, for the benefit of the Secured Parties, the compliance by the Issuer with all of the provisions of the Security Agreement, this Agreement, the Sale Agreement and the Note and the consummation of the transactions therein or herein contemplated will not (1) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any security agreement, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Issuer is a party or by which the Issuer is bound or to which any of the property or assets of the Issuer is subject, (2) result in any violation of the provisions of any order known to such counsel of any court or governmental agency or body having jurisdiction over the Issuer or any of its properties or (3) result in any violation of the provisions of the limited partnership agreement of the Issuer or any Applicable Law; (C) No authorization, approval, consent or order of, or filing with, any court or governmental authority or agency is required by the Issuer in connection with the consummation of the transactions contemplated in the Security Agreement and this Agreement, except such as have been obtained; (D) To the best of such counsel's knowledge and information, there are no actions, proceedings or investigations pending before any court or governmental authority against the Issuer (1) asserting the invalidity of the Notes or any of the Transaction Documents to which it is a party, (2) seeking to prevent the consummation by the Issuer of any of the transactions contemplated by the Security Agreement or this Agreement or (3) which might materially and adversely affect the performance by the Issuer of its obligations under the Security Agreement or this Agreement; (E) The provisions of the Security Agreement are effective to create valid security interests in the Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties, and such security interests are perfected and prior to all other creditors of and purchasers from the Issuer; and (F) The Issuer is not required to be registered as an "investment company" under the Investment Company Act of 1940, as amended. (iii) The Deal Agent shall have received an opinion, dated the Closing Date, from Xxxxxxxx & Xxxxxx, counsel to the Transferor, to the effect that: (A) The Transferor is a corporation organized, existing and in good standing under the laws of the written consent State of Texas, with corporate power and authority to own its properties and conduct its business as currently conducted; (B) The Transferor has or had at all relevant times full power, authority and legal right to exercise, deliver and perform its obligations under the Asset Purchase Agreement and the Sale Agreement; and has or had at all relevant times full power, authority and legal right to acquire, own and transfer the Collateral and the other property transferred to it from the Original Sellers pursuant to the Asset Purchase Agreement and the transfer by it to the Issuer pursuant to the Sale Agreement; (C) Each of the Series Enhancer for Series 2008-Asset Purchase Agreement and the Sale Agreement has been duly authorized, executed and delivered by the Transferor and is a valid and binding agreement, enforceable against the Transferor in accordance with its terms, except to the extent that enforcement thereof may be limited by (1) bankruptcy, if anyinsolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (2) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law); (D) The transfer of the Collateral and the other property transferred by the Transferor to the Issuer pursuant to the Sale Agreement, the compliance by the Transferor with all of the provisions of the Sale Agreement, the Security Agreement and this Agreement and the consummation of the transactions therein or herein contemplated will not (1) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any security agreement, mortgage, deed of trust, loan agreement or other agreement or instrument known to such extension counsel to which the Transferor is a party or by which the Transferor is bound or to which any of the Conversion Date.property or assets of the Transferor is subject, (2) result in any violation of the provisions of any order known to such counsel of any court or governmental agency or body having jurisdiction over the Transferor or any of its properties or

Sale and Delivery of the Notes. (a) On the basis of the representations and warranties and subject to the terms and conditions set forth herein and in the other Transaction Documents, the Issuer agrees to deliver on the Closing Date, to each of the Persons set forth on Schedule 2, a Note with a maximum aggregate principal amount of up to the amount set forth opposite such Person’s name on Schedule 2. The Notes shall be duly executed by the Issuer, duly authenticated by the Indenture Trustee and registered in the name of each of the Persons set forth on Schedule 2 or its nominee. In connection with any transfer of a Note made in accordance with Section 202 of the Supplement (including the related Series 20082009-1 Note Existing Commitment), the Issuer agrees to deliver a Note in the name of such transferee or its nominee on behalf of such transferee and its Related Group in the maximum aggregate principal amount determined pursuant to the related Assignment and Acceptance. Any such assignment of a Series 20082009-1 Note and all or a portion of the Series 20082009-1 Existing Commitment of a Series 20082009-1 Noteholder may be effected by the execution and delivery to the Issuer and the Indenture Trustee of an Assignment and Assumption Agreement and a Related Group Addition NoticeAgreement. The actual outstanding unpaid principal balance of the Notes will be increased and decreased from time to time in accordance with the terms hereof, the Supplement and the Indenture. (b) The Issuer may request (each such request to be substantially in the form of Exhibit A hereto, a “Funding Notice”), to the Deal Agents by delivery of a Funding Notice to the Administrative Agent that the Purchasers make a Series 20082009-1 Advance, each such Funding Notice to be irrevocable when given and shall be on the terms and conditions set forth herein and in Section 205(b) of the Supplement. (c) The Issuer may, within 60 days, but no later than 45 days (or such shorter period as may be approved by the parties hereto), prior to the then current Conversion Scheduled Commitment Expiration Date, by written notice to each Deal Agent, with a copy to the Indenture Trustee and the Series Enhancer, if any, for Series 20082009-1, request the Purchasers to extend the Conversion Scheduled Commitment Expiration Date for an additional period of up to 364 days from the then current Conversion Scheduled Commitment Expiration Date. Each of the Purchasers shall make a determination, in its sole discretion and after a full credit review, within 30 days of its receipt of the Issuer’s request, as to whether or not it will agree to extend the Conversion Scheduled Commitment Expiration Date; provided, however, that the failure of any Purchaser to make a timely response to the Issuer’s request for extension of the Conversion Scheduled Commitment Expiration Date shall be deemed to constitute a refusal by such Purchasers to extend the Conversion Scheduled Commitment Expiration Date. Any such renewal shall become effective only upon written confirmation to the Issuer by each Deal Agent on behalf of the consenting Purchaser of its agreement to so renew, upon receipt by each Deal Agent of any fees required to be paid in connection with such renewal, and receipt by the Issuer and such Deal Agent of the written consent of the Series Enhancer for Series 20082009-1, if any, to such extension of the Conversion Scheduled Commitment Expiration Date.

Sale and Delivery of the Notes. (a) On the basis of the representations and warranties and subject Subject to the terms and conditions set forth herein in this Agreement and the Supplement, each Purchaser hereby delivers its commitment to fund Series 2011-1 Advances up to an aggregate amount outstanding not to exceed the Purchase Limit set forth opposite its name on Schedule II hereto (as such schedule may be updated from time to time in accordance with the other Transaction Documents, the terms of this Agreement). The Issuer agrees to deliver on the Closing Date, Date to each of the Persons set forth on Schedule 2, Purchasers (or to such Person as such Purchaser shall direct) a Note registered in the name of such Purchaser (or any nominee designated by such Purchaser) with a maximum aggregate principal amount of up to in the amount set forth opposite of the Purchase Limit for such Person’s name on Schedule 2Purchaser. The Each of such Notes shall be duly executed by the Issuer, duly authenticated by the Indenture Trustee and registered in the name of each of the Persons set forth on Schedule 2 II, or its nominee. The actual unpaid principal balance of the Notes will be increased and decreased from time to time in accordance with the terms hereof and of the Supplement. (b) Notwithstanding anything to the contrary in the preceding paragraph, any Purchaser (a “Granting Purchaser”) may grant to any CP Purchaser in its Related Group (an “Accepting Purchaser”) the option to fund all or any part of any Series 2011-1 Advance that such Granting Purchaser would otherwise be obligated to fund pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any Accepting Purchaser to fund any Series 2011-1 Advance and (ii) if any Accepting Purchaser elects not to exercise such option or otherwise fails to fund all or any part of such Series 2011-1 Advance, the Granting Purchaser shall be obligated to fund such Series 2011-1 Advance pursuant to the terms hereof. The funding of a Series 2011-1 Advance by an Accepting Purchaser hereunder shall utilize the Purchase Limit of the Granting Purchaser to the same extent that, and as if, such Series 2011-1 Advance was funded by such Granting Purchaser. (c) Each Purchaser and each CP Purchaser may pledge its Series 2011-1 Note in accordance with the provisions of Section 9.15 of this Agreement. In addition, each Purchaser and each CP Purchaser may assign or transfer to an Eligible Assignee in accordance with the Supplement and the Indenture all or a portion of its Series 2011-1 Note, and, if any such assigning Purchaser so elects, an equivalent percentage of its Series 2011-1 Note Commitment, by the execution and delivery to the Issuer and the Indenture Trustee of (i) either (A) a fully executed Purchaser Letter or (B) the Opinion of Counsel referred to in Section 205(i) of the Indenture and (ii) an Assignment and Acceptance and a Related Group Addition Notice; provided, that if such assigning Purchaser does not elect to assign to such Eligible Assignee an equivalent percentage of its Series 2011-1 Note Commitment, then such assigning Purchaser shall retain the equivalent percentage of its Series 2011-1 Note Commitment hereunder. (d) In connection with any transfer of a Note made in accordance with Section 202 of the Supplement (including and the related Series 2008-1 Note Existing Commitment)Indenture, the Issuer agrees to deliver a Note in the name of such transferee or its nominee on behalf of such transferee and its Related Group in the maximum aggregate principal amount determined pursuant to specified in the related Assignment and Acceptance. Any such assignment of a Series 2008-1 Note and all or a portion of the Series 2008-1 Existing Commitment of a Series 2008-1 Noteholder may be effected by the execution and delivery to the Issuer and the Indenture Trustee of an Assignment and Assumption Agreement and a Related Group Addition Notice. The actual outstanding principal balance of the Notes will be increased and decreased from time to time in accordance with the terms hereof, the Supplement and the Indenture. (be) The On the terms and conditions set forth herein and in Section 204 of the Supplement, the Issuer may request the Purchasers to make a Series 2011-1 Advance (each such request to be substantially in the form of Exhibit A heretorequest, a “Funding Notice”), to the Deal Agents by delivery of a Funding Notice to the Administrative Agent that the Purchasers make a Series 2008-1 Advance, each such Funding Notice to be irrevocable when given and shall be on the terms and conditions set forth herein and in the Indenture and the Supplement and substantially in the form of Exhibit A hereto. On each day prior to the Termination Date, as applicable and subject to the satisfaction of the terms and conditions set forth herein, each Purchaser (or, if applicable, the CP Purchaser in its Related Group, if such CP Purchaser elects, in its sole discretion, to make such Series 2011-1 Advance) shall make a Purchase within three (3) Business Days after receipt of a properly completed Funding Notice, in each case of its Pro Rata share of the Series 2011-1 Advance requested under a Funding Notice from time to time during the period from the date hereof to but not including the Termination Date; provided, that any Funding Notice received prior to noon on such Business Day shall be deemed received on such Business Day and any Funding Notice received after such time shall be deemed received the following Business Day; provided, further, that each Series 2011-1 Advance by each Purchaser (or, if applicable, the CP Purchaser in its Related Group, if such CP Purchaser elects, in its sole discretion, to make such Series 2011-1 Advance) shall be for not less than the minimum amount set forth in Section 205(b204(b) of the Supplement and not more than the maximum amount set forth in Section 204(b) of the Supplement. (c) The Issuer may. In the event that any Purchaser fails to make a Series 2011-1 Advance in accordance with its Series 2011-1 Note Commitment, within 60 days, but no later than 45 days (or such shorter period as may the other Purchasers shall not be approved by obligated to fund the parties hereto), prior to the then current Conversion Date, by written notice to each Deal Agent, with a copy to the Indenture Trustee and the Series Enhancer, if any, for Series 2008-1, request the Purchasers to extend the Conversion Date for an additional period of up to 364 days from the then current Conversion Date. Each Pro Rata Share of the Purchasers shall make a determination, in its sole discretion and after a full credit review, within 30 days of its receipt of the Issuer’s request, as to whether or not it will agree to extend the Conversion Date; provided, however, that the defaulted Purchaser(s). The failure of any Purchaser or a member of its Related Group to make a timely response Series 2011-1 Advance shall not impose an obligation on any other non-defaulting Purchaser or member of its Related Group to make a Series 2011-1 Advance of such shortfall, except as otherwise provided in Section 2.1(b). (f) A duly authorized officer or representative of each Series 2011-1 Noteholder shall make appropriate notations on the schedule attached to the Issuer’s request for extension applicable Class A Note or on its books and records to reflect its Pro Rata share of the Conversion Date shall be deemed to constitute a refusal each Series 2011-1 Advance and all payments received by such Purchasers to extend the Conversion Date. Any such renewal shall become effective only upon written confirmation to the Issuer by each Deal Agent on behalf of the consenting Purchaser of its agreement to so renew, upon receipt by each Deal Agent of any fees required to be paid it in connection with such renewal, and receipt by the Issuer and such Deal Agent of the written consent reduction of the Series Enhancer for 2011-1 Note Principal Balance of the Series 20082011-1 Note owned by such Series 2011-1, if any, to such extension of the Conversion Date.