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

Issuance of Closed-End Exchange Notes; Execution, Authentication and Delivery. (a) Each Closed-End Exchange Note will be executed by an Authorized Officer of the Titling Trustee, on behalf of the Borrower. The signature of such Authorized Officer on the Closed-End Exchange Notes may be manual or facsimile. (b) Closed-End Exchange Notes bearing the manual or facsimile signature of an individual who was an Authorized Officer of the Borrower at the time such Closed-End Exchange Notes were executed and delivered will bind the Borrower, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Closed-End Exchange Notes by the Closed-End Administrative Agent or did not hold such office at the date of issuance of such Closed-End Exchange Notes. (c) Each Exchange Note Supplement will set forth: (i) the date on which the related Closed-End Exchange Note is to be issued (each, an “Exchange Note Issuance Date”); (ii) the initial Exchange Note Balance of such Closed-End Exchange Note; (iii) a schedule identifying the Closed-End Assets initially included in the related Reference Pool; (iv) the Cutoff Date for the related Reference Pool; (v) the Exchange Note Interest Rate for such Closed-End Exchange Notes being issued (and, in the case of a floating rate Closed-End Exchange Note, the manner of determining the floating rate); (vi) a specification of any Exchange Note Defaults set forth in Section 8.7 that are inapplicable to such Closed-End Exchange Note, or are modified with respect to such Closed-End Exchange Note, and any additional events constituting an Exchange Note Default with respect to such Closed-End Exchange Note; (vii) the Final Scheduled Payment Date of such Closed-End Exchange Note; and (viii) the conditions precedent to the issuance of such Closed-End Exchange Note (in addition to those set forth in Section 6.4).