Common use of Term Notes Clause in Contracts

Term Notes. (a) The Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.17 and shall, if requested by such Lender, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B (each a “Term Note” and, collectively, the “Term Notes”). (b) The Term Note issued to each Lender shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Effective Date (or, if issued to an Eligible Transferee after the Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Term Loan Commitment of such Lender and be payable in the principal amount of the outstanding Term Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 3.01 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to the transfer of its Term Note will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower’s obligations in respect of such Term Loans. (d) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, Term Notes shall only be delivered to Lenders which at any time (or from time to time) specifically request the delivery of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in preceding clause (c). At any time when any Lender requests the delivery of a Term Note to evidence any of its Term Loans, the Borrower shall (at its expense) promptly execute and deliver to the respective Lender the requested Term Note or Term Notes in the appropriate amount or amounts to evidence such Term Loans.

Term Notes. (ai) The Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender Notes shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.17 and shall, if requested by such Lender, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form attached as Exhibit A-1, A-2, A-3 or A-4, as applicable; provided, further, that any of Exhibit B the Term Notes may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Base Indenture, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Term Notes may be admitted to trading, or to conform to general usage. The Term Notes shall be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary; provided, that, if specified in the applicable Series Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (each a the “Definitive Term NoteNotes” and, collectivelyand together with the Definitive Variable Funding Notes, the “Term Definitive Notes”). The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereof. (bii) The Term Note issued to each Lender Notes shall (i) be executed by the Borrowermanual, (ii) be payable to such Lender electronic or its registered assigns and be dated the Effective Date (or, if issued to facsimile signature by an Eligible Transferee after the Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Term Loan Commitment of such Lender and be payable in the principal amount Authorized Officer of the outstanding Issuer. The Term Loans evidenced therebyNotes bearing the manual, (iv) mature on electronic or facsimile signatures of individuals who were at any time the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect Authorized Officers of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 3.01 and (vii) Issuer shall be entitled to all benefits under this Base Indenture, subject to the benefits following sentence, notwithstanding that such individuals or any of this Agreement and the other Credit Documents. (c) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and them have ceased to hold such offices prior to the transfer of its Term Note will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower’s obligations in respect authentication and delivery of such Term Loans. (d) Notwithstanding anything to Notes or did not hold such offices at the contrary contained above in this Section 1.05 or elsewhere in this Agreement, Term Notes shall only be delivered to Lenders which at any time (or from time to time) specifically request the delivery date of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its shall be entitled to any benefit under this Base Indenture, or be valid for any purpose, however, unless there appears on such Term Loans Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the Borrower shall affect or in any manner impair the obligations date of their authentication. (iii) The aggregate principal amount of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in preceding clause (c). At any time when any Lender requests the delivery of a Term Note to evidence any of its Term Loans, the Borrower shall (at its expense) promptly execute and deliver to the respective Lender the requested Term Note or Term Notes in the appropriate amount or amounts to evidence such Term Loanswhich may be authenticated and delivered under this Base Indenture shall be unlimited.

Term Notes. (ai) The Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender Notes shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.17 and shall, if requested by such Lender, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form attached as Exhibit A-1, A-2, A-3 or A-4, as applicable; provided, further, that any of Exhibit B the Term Notes may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Base Indenture, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Notes may be admitted to trading, or to conform to general usage; provided, further, that, if specified in the applicable Series Indenture Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (each a the “Definitive Term NoteNotes” and, collectivelyand together with the Definitive Variable Funding Notes, the “Term Definitive Notes”). The Term Notes shall be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary. The Notes shall be issued in minimum denominations of $100,000 and in any whole dollar denomination in excess thereof; provided, that Tax Restricted Notes shall be issued in minimum denominations specified in the Series Indenture Supplement for such Series and Class of Tax Restricted Notes and in integral multiples of $1.00 in excess thereof as required in Section 2.07(ix). (bii) The Term Note issued to each Lender Notes shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Effective Date (or, if issued to manual signature by an Eligible Transferee after the Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Term Loan Commitment of such Lender and be payable in the principal amount Authorized Officer of the outstanding Issuer. The Term Loans evidenced thereby, (iv) mature on Notes bearing the Maturity Date, (v) bear interest as provided in manual signatures of individuals who were at any time the appropriate clause of Section 1.08 in respect Authorized Officers of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 3.01 and (vii) Issuer shall be entitled to all benefits under this Base Indenture, subject to the benefits following sentence, notwithstanding that such individuals or any of this Agreement and the other Credit Documents. (c) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and them have ceased to hold such offices prior to the transfer of its Term Note will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower’s obligations in respect authentication and delivery of such Term Loans. (d) Notwithstanding anything to Notes or did not hold such offices at the contrary contained above in this Section 1.05 or elsewhere in this Agreement, Term Notes shall only be delivered to Lenders which at any time (or from time to time) specifically request the delivery date of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its shall be entitled to any benefit under this Base Indenture, or be valid for any purpose, however, unless there appears on such Term Loans Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the Borrower shall affect or in any manner impair the obligations date of their authentication. (iii) The aggregate principal amount of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in preceding clause (c). At any time when any Lender requests the delivery of a Term Note to evidence any of its Term Loans, the Borrower shall (at its expense) promptly execute and deliver to the respective Lender the requested Term Note or Term Notes in the appropriate amount or amounts to evidence such Term Loanswhich may be authenticated and delivered under this Base Indenture shall be unlimited.

Term Notes. (ai) The Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender Notes shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.17 and shall, if requested by such Lender, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form attached as Exhibit A-1 or A-2, as applicable; provided, further, that any of Exhibit B (each a “the Term Note” andNotes may be issued with appropriate insertions, collectivelyomissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the “provisions of this Base Indenture, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Notes may be admitted to trading, or to conform to general usage. The Term Notes”)Notes shall be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary. The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereof; provided, that unless set forth in the applicable Series Indenture Supplement, Tax Restricted Notes shall be issued in minimum denominations of $1,000,000 and in integral multiples of $1.00 in excess thereof. (bii) The Term Note issued to each Lender Notes shall (i) be executed by the Borrower, (ii) be payable to such Lender manual or its registered assigns and be dated the Effective Date (or, if issued to facsimile signature by an Eligible Transferee after the Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Term Loan Commitment of such Lender and be payable in the principal amount Authorized Officer of the outstanding Co-Issuers. The Term Loans evidenced thereby, (iv) mature on Notes bearing the Maturity Date, (v) bear interest as provided in manual signatures of individuals who were at any time the appropriate clause of Section 1.08 in respect Authorized Officers of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 3.01 and (vii) Co-Issuers shall be entitled to all benefits under this Base Indenture, subject to the benefits following sentence, notwithstanding that such individuals or any of this Agreement and the other Credit Documents. (c) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and them have ceased to hold such offices prior to the transfer of its Term Note will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower’s obligations in respect authentication and delivery of such Term Loans. (d) Notwithstanding anything to Notes or did not hold such offices at the contrary contained above in this Section 1.05 or elsewhere in this Agreement, Term Notes shall only be delivered to Lenders which at any time (or from time to time) specifically request the delivery date of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its shall be entitled to any benefit under this Base Indenture, or be valid for any purpose, however, unless there appears on such Term Loans Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual or facsimile signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Co-Issuers for issuance pursuant to this Base Indenture. All Term Notes shall be dated the Borrower shall affect or in any manner impair the obligations date of their authentication. (iii) The aggregate principal amount of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in preceding clause (c). At any time when any Lender requests the delivery of a Term Note to evidence any of its Term Loans, the Borrower shall (at its expense) promptly execute and deliver to the respective Lender the requested Term Note or Term Notes in the appropriate amount or amounts to evidence such Term Loanswhich may be authenticated and delivered under this Base Indenture shall be unlimited.

Term Notes. (a) The Borrower’s 's obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.17 13.15 and shall, if requested by such Lender, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B B, with blanks appropriately completed in conformity herewith (each a “"Term Note” " and, collectively, the “"Term Notes”"). (b) The Term Note issued to each Lender that has a Term Loan Commitment or outstanding Term Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Effective Initial Borrowing Date (or, if issued to an Eligible Transferee after the Effective Initial Borrowing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Term Loan Commitment Loans made by such Lender on the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be in a stated principal amount equal to the outstanding Term Loans of such Lender at such time) and be payable in the outstanding principal amount of the outstanding Term Loans evidenced thereby, (iv) mature on the Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 3.01 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to the any transfer of any of its Term Note Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower’s 's obligations in respect of such Term Loans. (d) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, Term Notes shall only be delivered to Lenders which at any time (or from time to time) specifically request the delivery of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in preceding clause (ce). At any time when any Lender requests the delivery of a Term Note to evidence any of its Term Loans, the Borrower shall (at its expense) promptly execute and deliver to the respective Lender the requested Term Note or Term Notes in the appropriate amount or amounts to evidence such Term Loans.

Term Notes. (ai) The Borrower’s obligation to pay the principal of, and interest onUnless otherwise provided in any applicable Series Supplement, the Term Loans made by each Lender Notes shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.17 and shall, if requested by such Lender, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form attached as Exhibit A-1 and Exhibit A-2, as applicable; provided, however, that any of Exhibit B the Term Notes may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Term Notes may be admitted to trading, or to conform to general usage. The Term Notes shall be issuable in book-entry form and in accordance with Section 2.03, Ownership Interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary; provided, however, that Term Notes purchased by Institutional Accredited Investors that are not Qualified Institutional Buyers will be delivered in fully registered, certificated form and Term Notes of a Series to the extent provided in the related Series Supplement, upon original issuance, may be issued in fully registered, certificated form (each a “Term Note” and, collectively, the “Definitive Term Notes” and, together with the Definitive Variable Funding Notes, “Definitive Notes”). Unless otherwise provided in any applicable Series Supplement, the Term Notes shall be issued in minimum denominations of $25,000 initial principal balance and in any whole dollar denomination in excess thereof; provided, however, Term Notes issued as Definitive Term Notes shall be issued in minimum denominations of $100,000 initial principal balance and in integral multiples of $1,000 in excess thereof. (bii) The Term Note issued to each Lender Notes shall (i) be executed by manual signature by an Authorized Officer of the BorrowerIssuer. Term Notes bearing the manual signatures of individuals who were at any time the authorized officers of the Issuer shall be entitled to all benefits under this Indenture, (ii) subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Term Notes or did not hold such offices at the date of such Term Notes. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Notes executed by the Issuer for issuance pursuant to this Indenture. No Term Note shall be payable entitled to any benefit under this Indenture, or be valid for any purpose, however, unless there appears on such Lender or its registered assigns Term Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature, and such certificate of authentication upon any Term Note shall be dated conclusive evidence, and the Effective Date (oronly evidence, if issued to an Eligible Transferee after the Effective Date, that such Term Note has been duly authenticated and delivered hereunder. All Term Notes shall be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Term Loan Commitment of such Lender and be payable in the principal amount of the outstanding Term Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 3.01 and (vii) be entitled to the benefits of this Agreement and the other Credit Documentstheir authentication. (c) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to the transfer of its Term Note will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower’s obligations in respect of such Term Loans. (d) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, Term Notes shall only be delivered to Lenders which at any time (or from time to time) specifically request the delivery of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in preceding clause (c). At any time when any Lender requests the delivery of a Term Note to evidence any of its Term Loans, the Borrower shall (at its expense) promptly execute and deliver to the respective Lender the requested Term Note or Term Notes in the appropriate amount or amounts to evidence such Term Loans.

Term Notes. (a) The Borrower’s obligation to pay On the principal of, and interest onClosing Date, the Issuer shall issue the Initial Term Loans made by Note. On each Lender Conversion Date the Eligible Conversion Receivables in the related Variable Funding Note Investment Pool shall be evidenced allocated into a Term Note Investment Pool for such Quarterly Term Notes and any Receivable that is not an Eligible Conversion Receivable shall remain in the Register maintained by the Administrative Agent Variable Funding Note Investment Pool after such Conversion Date and be subject to repurchase pursuant to Section 13.17 and shall2.5 of the Sale Agreement. On each Conversion Date, if requested by such Lendersubject to Section 4.12(b) below, also a Quarterly Term Note will be evidenced by delivered in the form of a promissory note duly executed and delivered by the Borrower Global Note substantially in the form of Exhibit B (B-2 hereto, in each a “Term Note” andcase to be executed and delivered by the Issuer, collectively, EAST\146409251.8147895167.4 authenticated by the “Term Notes”Indenture Trustee and issued in the Initial Principal Amount determined as specified in Section 4.11(g). (b) The Term Note issued On each Conversion Date, the Issuer shall deliver, or shall cause to each Lender shall be delivered, a Notice of Conversion to the Indenture Trustee, which will (i) be executed by include the Borrowerschedule of Eligible Conversion Receivables related to the Term Note Investment Pool for such Quarterly Term Notes, and (ii) be payable to such Lender or its registered assigns certify that all laws and be dated the Effective Date (or, if issued to an Eligible Transferee after the Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal requirements with respect to the Term Loan Commitment execution and delivery by the Issuer of such Lender Quarterly Term Notes has been complied with, the Issuer has the power and be payable in authority to issue such Quarterly Term Notes and such Quarterly Term Notes have been duly authorized and delivered by the principal amount Issuer and, assuming due authentication and delivery by the Indenture Trustee, constitutes a legal, valid and binding obligation of the outstanding Term Loans evidenced thereby, Issuer enforceable in accordance with its terms (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loanssubject, as the case may beto enforcement of remedies, evidenced therebyto applicable bankruptcy, (vireorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) be subject to voluntary prepayment as provided in Section 3.01 and (vii) be entitled to the benefits of this Agreement Indenture, equally and ratably with all other Outstanding Notes, if any, subject to the other Credit Documentsterms of this Indenture. (c) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to the transfer of its Term Note will endorse on the reverse side thereof the outstanding principal amount shall be issued in minimum denominations of Term Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower’s obligations in respect $100,000 and integral multiples of such Term Loans$1. (d) Notwithstanding anything Except as otherwise provided in Section 13.08, distributions hereunder to Term Note Noteholders shall be made pursuant to Section 5.04(a) to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, Term Notes shall only be delivered clearing agency with respect to Lenders which at any time (or from time to time) specifically request the delivery of such Term Notes. No failure of any Lender to request or obtain a each Term Note evidencing its Term Loans to is registered, in immediately available funds. (e) Following the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in preceding clause (c). At any time when any Lender requests the delivery issuance of a Term Note pursuant to evidence this Section 4.12, the Issuer may not add any additional Eligible Receivables purchased by the Issuer after the applicable Conversion Date to the related Term Note Investment Pool for such Quarterly Term Notes. (f) Each Term Note shall be secured by the Collateral, and in connection with the sale of Collateral following an Event of Default, each Term Note Noteholder shall be entitled to its pro rata share of proceeds. The payment of principal and interest on eachthe Initial Term Note, each Quarterly Term Note and each Fixed Rate Term Note and the payment of interest on each I/O Term Note, however, shall, except as otherwise provided in Section 5.04(a), be solely based on the performance of the Receivables included in the related Term Note Investment Pool and shall not be dependent on the Receivables related to any other Investment Pool or market or credit events that are independent of such Receivables. (g) Subject to any amounts due under any of its the other Transaction Documents (other than indemnities and reimbursement obligations for which a claim has not yet been asserted), each Term LoansNote shall be considered to be paid in full, the Borrower shall (at its expense) promptly execute and deliver to the respective Lender the requested Holders of such Term Note shall have no further right or Term Notes in claim, and the appropriate amount Issuer shall have no further obligation or amounts liability with respect to evidence such Term Loans.Note on the earliest to occur of (i) the Optional Redemption Date and payment of the applicable Optional Redemption Amount, (ii) the date on which the Outstanding Principal Amount (if applicable) with respect to such Term Note and all Term Note Monthly Interest on such Term Note is paid in full, and (iii) the date on which all of the Collateral is sold and the proceeds in respect thereof applied in accordance with Section 7.05 of the Indenture, in EAST\146409251.8147895167.4 each case after giving effect to all deposits, allocations, reimbursements, reallocations, sales of Collateral and payments to be made in connection therewith.¶

Term Notes. (ai) The Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender Notes shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.17 and shall, if requested by such Lender, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form attached as Exhibit A-1, A-2, A-3 or A-4, as applicable; provided, that any of Exhibit B the Term Notes may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Base Indenture, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Term Notes may be admitted to trading, or to conform to general usage; provided, further that, if specified in the applicable Series Indenture Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (each a the “Definitive Term NoteNotes” and, collectivelyand together with the Definitive Variable Funding Notes, the “Term Definitive Notes”). The Term Notes shall be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary. The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereof; provided, that unless otherwise set forth in the applicable Series Indenture Supplement, Tax Restricted Notes shall be issued in minimum denominations of $2,000,000 and in integral multiples of $1.00 in excess thereof. (bii) The Term Note issued to each Lender Notes shall (i) be executed by the Borrowermanual, (ii) be payable to such Lender electronic or its registered assigns and be dated the Effective Date (or, if issued to facsimile signature by an Eligible Transferee after the Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Term Loan Commitment of such Lender and be payable in the principal amount Authorized Officer of the outstanding Issuer. The Term Loans evidenced therebyNotes bearing the manual, (iv) mature on electronic or facsimile signatures of individuals who were at any time the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect Authorized Officers of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 3.01 and (vii) Issuer shall be entitled to all benefits under this Base Indenture, subject to the benefits following sentence, notwithstanding that such individuals or any of this Agreement and the other Credit Documents. (c) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and them have ceased to hold such offices prior to the transfer of its Term Note will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower’s obligations in respect authentication and delivery of such Term Loans. (d) Notwithstanding anything to Notes or did not hold such offices at the contrary contained above in this Section 1.05 or elsewhere in this Agreement, Term Notes shall only be delivered to Lenders which at any time (or from time to time) specifically request the delivery date of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its shall be entitled to any benefit under this Base Indenture, or be valid for any purpose, however, unless there appears on such Term Loans Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the Borrower shall affect or in any manner impair the obligations date of their authentication. (iii) The aggregate principal amount of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in preceding clause (c). At any time when any Lender requests the delivery of a Term Note to evidence any of its Term Loans, the Borrower shall (at its expense) promptly execute and deliver to the respective Lender the requested Term Note or Term Notes in the appropriate amount or amounts to evidence such Term Loanswhich may be authenticated and delivered under this Base Indenture shall be unlimited.