Common use of Class B Notes Clause in Contracts

Class B Notes. Subject only to compliance with this Sub-Clause 2.1(c)(ii) (Class B Notes), Sub-Clause 2.1(e) (Conditions to Issuance of Additional Issuer Notes) and Sub-Clause 2.1(f) (Additional Issuer Notes Face and Principal Amount), on any Business Day during the Revolving Period, the Issuer from time to time, upon one (1) month’s prior written notice to the Class B Funding Agents (or such shorter period as may be agreed between the Issuer and the Class B Funding Agents), may increase the Class B Maximum Principal Amount by entering into a Class B Addendum with each member of a Class B Additional Investor Group and its related Class B Funding Agent, and upon execution of any such Class B Addendum, such related Class B Funding Agent, the Class B Conduit Investors, if any, and the Class B Committed Note Purchasers in such Class B Additional Investor Group shall become parties to this Agreement from and after the date of such execution. The Issuer shall provide at least three (3) Business Days prior written notice to each Class B Funding Agent party hereto as of the date of such notice and the Administrative Agent, of any such addition, setting forth (i) the names of the Class B Conduit Investors, if any, and the Class B Committed Note Purchasers that are members of such Class B Additional Investor Group and their related Class B Funding Agent, (ii) the Class B Maximum Investor Group Principal Amount and the Class B Additional Investor Group Initial Principal Amount, in each case with respect to such Class B Additional Investor Group, (iii) the Class B Maximum Principal Amount and each Class B Committed Note Purchaser’s Class B Committed Note Purchaser Percentage in each case after giving effect to such addition and (iv) the desired effective date of such addition. On the effective date of each such addition, the Administrative Agent shall revise Schedule 2 (Conduit Investors and Committed Note Purchasers) hereto in accordance with the information provided in the notice described above relating to such addition, which revision, for the avoidance of doubt, shall not require the consent of the Issuer Security Trustee or any Noteholder.

Class B Notes. Subject only to compliance with this Sub-Clause 2.1(c)(ii) (Class B Notes), Sub-Clause 2.1(e) (Conditions to Issuance of Additional Issuer Notes) and Sub-Clause 2.1(f) (Additional Issuer Notes Face and Principal Amount), on any Business Day during the Revolving Period, the Issuer from time to time, upon one (1) month’s prior written notice to the Class B Funding Agents (or such shorter period as may be agreed between the Issuer and the Class B Funding Agents), may increase the Class B Maximum Principal Amount by entering into a Class B Addendum with each member of a Class B Additional Investor Group and its related Class B Funding Agent, and upon execution of any such Class B Addendum, such related Class B Funding Agent, the Class B Conduit Investors, if any, and the Class B Committed Note Purchasers in such Class B Additional Investor Group shall become parties to this Agreement from and after the date of such execution. The Issuer shall provide at least three (3) Business Days prior written notice to each Class B Funding Agent party hereto as of the date of such notice and the Administrative Agent, of any such addition, setting forth (i) the names of the Class B Conduit Investors, if any, and the Class B Committed Note Purchasers that are members of such Class B Additional Investor Group and their related Class B Funding Agent, (ii) the Class B Maximum Investor Group Principal Amount and the Class B Additional Investor Group Initial Principal Amount, in each case with respect to such Class B Additional Investor Group, (iii) the Class B Maximum Principal Amount and each Class B Committed Note Purchaser’s Class B Committed Note Purchaser Percentage in each case after giving effect to such addition and (iv) the desired effective date of such addition. On the effective date of each such addition, the Administrative Agent shall revise Schedule 2 (Conduit Investors and Committed Note Purchasers) hereto in accordance with the information provided in the notice described above relating to such addition, which revision, for the avoidance of doubt, shall not require the consent of the Issuer Security Trustee or any Noteholder.,

Class B Notes. Subject On each Payment Date, (i) to the extent that any Class B Monthly Interest Shortfall exists after the deposits required pursuant to Section 4.8(b) of this Supplement, and if and only if an Insolvency Period shall be continuing, the Master Servicer shall instruct the Trustee or Paying Agent to compliance withdraw from funds on deposit in the Series 1999-1 Cash Liquidity Account an amount equal to the lesser of (A) the amount of such Class B Monthly Interest Shortfall and (B) the amount on deposit in the Series 1999-1 Cash Liquidity Account (after giving effect to any withdrawals therefrom required on such Payment Date by Sections 4.24(a), 4.8(f) and 4.9(a)(i)), and deposit such amount in the Class B Distribution Account to pay the Class B Interest Amount and any unpaid Class B Deficiency Amounts with respect to such Payment Date (together with accrued interest on all unpaid Class B Deficiency Amounts), (ii) to the extent any Class B Monthly Interest Shortfall exists after the deposits required pursuant to Section 4.8(b) and, if applicable, Section 4.9(b)(i) of this SubSupplement have been made, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw from funds on deposit in the Series 1999-Clause 2.1(c)(ii1 Excess Funding Account an amount equal to the least of (A) the amount on deposit in the Series 1999-1 Excess Funding Account on such Payment Date (after application of any amounts pursuant to Section 4.9(a) of this Supplement),(B) the Series 1999-1 Available Subordinated Amount at such time (after application of any amounts pursuant to Section 4.9(a) of this Supplement), and (C) the remaining amount of the Class B Monthly Interest Shortfall, and deposit such amount in the Class B Distribution Account to pay the Class B Interest Amount and any unpaid Class B Deficiency Amounts with respect to such Payment Date (together with accrued interest on all such unpaid Class B Deficiency Amounts) and (iii) to the extent any such Class B Monthly Interest Shortfall remains after the deposits required pursuant to Section 4.9(b)(i) (if applicable) and Section 4.9(b)(ii) of this Supplement have been made, if amounts have been drawn on the Series 1999-1 Letter of Credit and deposited into the Series 1999-1 Collection Account pursuant to Section 4.18 of this Supplement, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1999-1 Collection Account on such Payment Date the lesser of (A) the amount on deposit in the Series 1999-1 Collection Account representing such amount drawn on the Series 1999-1 Letter of Credit (after application of any amounts pursuant to Section 4.9(a) of this Supplement) and (B) the amount of the remaining Class B NotesMonthly Interest Shortfall and deposit such amount in the Class B Distribution Account to pay the Class B Interest Amount and any unpaid Class B Deficiency Amounts with respect to such Payment Date (together with accrued interest on all such unpaid Class B Deficiency Amounts). On each Payment Date the Paying Agent shall, Sub-Clause 2.1(e) (Conditions in accordance with Section 5.1 of the Base Indenture and the Master Servicer's most recent Monthly Certificate, but subject to Issuance Section 4.14 of Additional Issuer Notes) and Sub-Clause 2.1(f) (Additional Issuer Notes Face and Principal Amount)this Supplement, on any Business Day during the Revolving Period, the Issuer from time to time, upon one (1) month’s prior written notice pay to the Class B Funding Agents (or such shorter period as may be agreed between the Issuer and Noteholders from the Class B Funding Agents), may increase Distribution Account the amount deposited in the Class B Maximum Principal Amount by entering into a Class B Addendum with each member of a Class B Additional Investor Group and its related Class B Funding Agent, and upon execution of any such Class B Addendum, such related Class B Funding Agent, Distribution Account for the Class B Conduit Investors, if any, and the Class B Committed Note Purchasers in such Class B Additional Investor Group shall become parties to this Agreement from and after the date of such execution. The Issuer shall provide at least three (3) Business Days prior written notice to each Class B Funding Agent party hereto as of the date of such notice and the Administrative Agent, of any such addition, setting forth (i) the names payment of the Class B Conduit Investors, if any, Interest Amount pursuant to Section 4.8(b) of this Supplement and the Class B Committed Note Purchasers that are members of such Class B Additional Investor Group clauses (i),(ii) and their related Class B Funding Agent, (ii) the Class B Maximum Investor Group Principal Amount and the Class B Additional Investor Group Initial Principal Amount, in each case with respect to such Class B Additional Investor Group, (iii) the Class B Maximum Principal Amount and each Class B Committed Note Purchaser’s Class B Committed Note Purchaser Percentage in each case after giving effect to such addition and (iv) the desired effective date of such addition. On the effective date of each such addition, the Administrative Agent shall revise Schedule 2 (Conduit Investors and Committed Note Purchasers) hereto in accordance with the information provided in the notice described above relating to such addition, which revision, for the avoidance of doubt, shall not require the consent of the Issuer Security Trustee or any Noteholderthis Section 4.9(b).

Class B Notes. Subject only to compliance with this Sub-Clause 2.1(c)(ii) (Class B Notes)On each Distribution Date, Sub-Clause 2.1(e) (Conditions to Issuance of Additional Issuer Notes) and Sub-Clause 2.1(f) (Additional Issuer Notes Face and Principal Amount), on any Business Day during the Revolving Period, the Issuer from time to time, upon one (1) month’s prior written notice to the Class B Funding Agents (or such shorter period as may be agreed between the Issuer and the Class B Funding Agents), may increase the Class B Maximum Principal Amount by entering into a Class B Addendum with each member of a Class B Additional Investor Group and its related Class B Funding Agent, and upon execution of any such Class B Addendum, such related Class B Funding Agent, the Class B Conduit Investors, if any, and the Class B Committed Note Purchasers in such Class B Additional Investor Group shall become parties to this Agreement from and after the date of such execution. The Issuer shall provide at least three (3) Business Days prior written notice to each Class B Funding Agent party hereto as of the date of such notice and the Administrative Agent, of any such addition, setting forth (i) if amounts have been drawn on the names Letter of Credit and deposited into the Series 1996-1 Collection Account pursuant to Section 3.8 of this Supplement, the Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1996-1 Collection Account on such Distribution Date the lesser of (A) the amount on deposit in the Series 1996-1 Collection Account representing such draw on the Letter of Credit (after application of any amounts pursuant to Section 3.4(a) of this Supplement) and (B) the amount of the Class B Conduit Investors, if any, Monthly Interest Shortfall and deposit such amount in the Class B Committed Note Purchasers that are members of such Class B Additional Investor Group and their related Class B Funding Agent, (ii) Distribution Account to pay the Class B Maximum Investor Group Principal Amount Monthly Interest and the any unpaid Class B Additional Investor Group Initial Principal Amount, in each case Deficiency Amounts with respect to such Class B Additional Investor GroupMonthly Interest (together with accrued interest on all such unpaid Class B Deficiency Amounts) and (ii) to the extent any such Class B Monthly Interest Shortfall remains after the deposits required pursuant to Section 3.2(b) and Section 3.4(b)(i) have been made, the Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1996-1 Excess Funding Account an amount equal to the lesser of (iiiA) the amount on deposit in the Series 1996-1 Excess Funding Account on such Distribution Date (after application of any amounts pursuant to Section 3.4(a) in an amount not to exceed the Series 1996-1 Available Subordinated Amount at such time, and (B) the remaining amount of the Class B Maximum Principal Amount Monthly Interest Shortfall, and each deposit such amount in the Class B Committed Note Purchaser’s Distribution Account to pay the Class B Committed Note Purchaser Percentage in each case after giving effect Monthly Interest and any unpaid Class B Deficiency Amounts with respect to such addition and Class B Monthly Interest (iv) the desired effective date of together with accrued interest on all such additionunpaid Class B Deficiency Amounts). On the effective date of each such additionDistribution Date, the Administrative Paying Agent shall revise Schedule 2 (Conduit Investors and Committed Note Purchasers) hereto shall, in accordance with Section 6.1 of the information provided Base Indenture but subject to Section 3.13 of this Supplement, pay to the Class B Noteholders from the Class B Distribution Account the amount deposited in the notice described above relating to such addition, which revision, Class B Distribution Account for the avoidance payment of doubt, shall not require the consent interest pursuant to Section 3.3(b) of the Issuer Security Trustee or any Noteholderthis Supplement and clauses (i) and (ii) of this Section 3.4(b).

Class B Notes. Subject only to compliance with this Sub-Clause 2.1(c)(ii) (Class B Notes), Sub-Clause 2.1(e) (Conditions to Issuance of Additional Issuer Notes) and Sub-Clause 2.1(f) (Additional Issuer Notes Face and Principal Amount), on any Business Day during the Revolving Period, the Issuer from time to time, upon one (1) month’s prior written notice to the Class B Funding Agents (or such shorter period as may be agreed between the Issuer and the Class B Funding Agents), may increase the Class B Maximum Principal Amount by entering into a Class B Addendum with each member of a Class B Additional Investor Group and its related Class B Funding Agent, and upon execution of any such Class B Addendum, such related Class B Funding Agent, the Class B Conduit Investors, if any, and the Class B Committed Note Purchasers in such Class B Additional Investor Group shall become parties to this Agreement from and after the date of such execution. The Issuer shall provide at least three (3) Business Days prior written notice to each Class B Funding Agent party hereto as of the date of such notice and the Administrative Agent, of any such addition, setting forth (i) the names of the Class B Conduit Investors, if any, and the Class B Committed Note Purchasers that are members of such Class B Additional Investor Group and their related Class B Funding Agent, (ii) the Class B Maximum Investor Group Principal Amount and the Class B Additional Investor Group Initial Principal Amount, in each case with respect to such Class B Additional Investor Group, (iii) the Class B Maximum Principal Amount and each Class B Committed Note Purchaser’s Class B Committed Note Purchaser Percentage in each case after giving effect to such addition and (iv) the desired effective date of such addition. On the effective date of each such addition, the Administrative Agent shall revise Schedule 2 (Conduit Investors and Committed Note Purchasers) hereto in accordance with the information provided in the notice described above relating to such addition, which revision, for the avoidance of doubt, shall not require the consent of the Issuer Security Trustee or any Noteholder.WEIL:

Class B Notes. Subject only to compliance with this Sub-Clause 2.1(c)(ii) (Class B Notes)On each Payment Date, Sub-Clause 2.1(e) (Conditions to Issuance of Additional Issuer Notes) and Sub-Clause 2.1(f) (Additional Issuer Notes Face and Principal Amount), on any Business Day during the Revolving Period, the Issuer from time to time, upon one (1) month’s prior written notice to the Class B Funding Agents (or such shorter period as may be agreed between the Issuer and the Class B Funding Agents), may increase the Class B Maximum Principal Amount by entering into a Class B Addendum with each member of a Class B Additional Investor Group and its related Class B Funding Agent, and upon execution of any such Class B Addendum, such related Class B Funding Agent, the Class B Conduit Investors, if any, and the Class B Committed Note Purchasers in such Class B Additional Investor Group shall become parties to this Agreement from and after the date of such execution. The Issuer shall provide at least three (3) Business Days prior written notice to each Class B Funding Agent party hereto as of the date of such notice and the Administrative Agent, of any such addition, setting forth (i) to the names extent any Class B Monthly Interest Shortfall exists after the deposit required pursuant to Section 4.7 of this Supplement has been made, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw from funds on deposit in the Series 1997 1/N1 Excess Funding Account an amount equal to the lesser of (A) the amount on deposit in the Series 1997 1/N1 Excess Funding Account on such Payment Date (after application of any amounts pursuant to Section 4.9(a) of this Supplement) in an amount not to exceed the Series 1997 1/N1 Available Subordinated Amount at such time (after application of any amounts pursuant to Section 4.9(a) of this Supplement), and (B) the remaining amount of the Class B Conduit Investors, if anyMonthly Interest Shortfall, and deposit such amount in the Class B Committed Note Purchasers that are members of such Class B Additional Investor Group and their related Class B Funding Agent, (ii) Distribution Account to pay the Class B Maximum Investor Group Principal Amount Monthly Interest and the any unpaid Class B Additional Investor Group Initial Principal Amount, in each case Deficiency Amounts with respect to such Class B Additional Investor GroupMonthly Interest (together with accrued interest on all such unpaid Class B Deficiency Amounts) and (ii) to the extent any such Class B Monthly Interest Shortfall remains after the deposit required pursuant to Section 4.9(b)(i) of this Supplement has been made, if amounts have been drawn on the Series 1997 1/N1 Letter of Credit and deposited into the Series 1997 1/N1 Collection Account pursuant to Section 4.18 of this Supplement, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1997 1/N1 Collection Account on such Payment Date the lesser of (iiiA) the amount on deposit in the Series 1997 1/N1 Collection Account representing such amount drawn on the Series 1997 1/N1 Letter of Credit (after application of any amounts pursuant to Section 4.9(a) of this Supplement) and (B) the amount of the remaining Class B Monthly Interest Shortfall and deposit such amount in the Class B Maximum Principal Amount and each Distribution Account to pay the Class B Committed Note Purchaser’s Monthly -68- 73 Interest and any unpaid Class B Committed Note Purchaser Percentage in each case after giving effect Deficiency Amounts with respect to such addition and Class B Monthly Interest (iv) the desired effective date of together with accrued interest on all such additionunpaid Class B Deficiency Amounts). On each Payment Date the effective date of each such additionPaying Agent shall, the Administrative Agent shall revise Schedule 2 (Conduit Investors and Committed Note Purchasers) hereto in accordance with Section 5.1 of the information provided Base Indenture and the Master Servicer's most recent Monthly Certificate, but subject to Section 4.14 of this Supplement, pay to the Class B Noteholders from the Class B Distribution Account the amount deposited in the notice described above relating to such addition, which revision, Class B Distribution Account for the avoidance of doubt, shall not require the consent payment of the Issuer Security Trustee or any NoteholderClass B Interest Amount pursuant to Section 4.8(b) of this Supplement and clauses (i) and (ii) of this Section 4.9(b).