Common use of Issuance of Closed-End Exchange Notes; Exchange Note Supplement Clause in Contracts

Issuance of Closed-End Exchange Notes; Exchange Note Supplement. In connection with each Exchange Note Funding (other than an Exchange Note Funding being made in connection with any Subsequent Exchange Note Increase), on the related Exchange Note Funding Date, the Borrower shall issue to the Initial Beneficiary, and the Closed-End Administrative Agent will authenticate and deliver to the Initial Beneficiary, in accordance with the applicable provisions of this Article VI, one or more notes representing obligations of the Borrower issued in definitive negotiable form, and having an initial outstanding principal balance equal to the Exchange Note Funding Amount paid or advanced, as applicable, by the Initial Beneficiary in connection with such Exchange Note Funding, which notes shall be issued without any accrued interest thereon as of the Exchange Note Funding Date (each such note, a “Closed-End Exchange Note” and, collectively, the “Closed-End Exchange Notes”). Each issuance and authentification of a Closed-End Exchange Note pursuant to this subsection (e) shall be subject to the conditions precedent set forth in Section 6.4. Immediately following the issuance of each Closed-End Exchange Note, on the applicable Exchange Note Funding Date, the terms, conditions, covenants and other provisions applicable to the Advances (or applicable portion thereof) represented by such Closed-End Exchange Note will be agreed upon by the Borrower and the Initial Beneficiary, and amended and restated to read in their entirety as set forth in a supplement to this Collateral Agency Agreement applicable to such Closed-End Exchange Note (each, an “Exchange Note Supplement”) between the Borrower and the Initial Beneficiary. Upon the execution and delivery of the Exchange Note Supplement with respect to any Closed-End Exchange Note, (1) the terms, conditions, covenants and other provisions set forth in the Receivables Financing Agreements, any applicable Warehouse Facility Notes and the other Basic Documents applicable to any Advances acquired in connection with the related Exchange Note Funding shall no longer apply to such Closed-End Exchange Note, (2) such terms shall be replaced in their entirety, as they relate to such Closed-End Exchange Note, by the terms set forth in such Exchange Note Supplement, any applicable Servicing Supplement and the other terms of the Basic Documents that apply to Closed-End Exchange Notes and (3) any such Advances shall no longer be considered “Advances” or “Loans” within the meaning of this Collateral Agency Agreement, any Receivables Financing Agreement or any other Basic Document. Each Exchange Note Supplement shall be effective upon signature thereof by the Borrower, the Closed-End Collateral Agent, the Closed-End Administrative Agent and the Initial Beneficiary, and shall require neither the signature nor the consent of the Deal Agent or any other party to this Collateral Agency Agreement, so long as the conditions set forth in this Article VI with respect to the relevant Exchange Note Funding have been satisfied. Each Closed-End Exchange Note issued under this Collateral Agency Agreement will constitute “Titling Trust Debt” and “Secured Titling Trust Debt” within the meaning of the Titling Trust Agreement and the Persons that are from time to time Exchange Noteholders of such Closed-End Exchange Note will constitute “Secured Titling Trust Creditors” within the meaning of the Titling Trust Agreement. Upon the effectiveness of each Initial Beneficiary Purchase made following the occurrence of a Warehouse Facility Termination Event, each related Warehouse Facility Lender will reduce (or direct the applicable Warehouse Facility Agent, on its behalf, to reduce, and such Warehouse Facility Agent will reduce) on its books and records the outstanding balance of each Advance of such Warehouse Facility Lender by an amount equal to the product of (1) the outstanding principal balance of such Advance and (2) the Allocable Purchased Portion with respect to such Advance. Upon the effectiveness of each Initial Beneficiary Purchase made prior to the occurrence of a Warehouse Facility Termination Event, (A) if all or a portion of such Initial Beneficiary Purchase is allocated to any Wind-Down Lender, such Wind-Down Lender will reduce (or direct the applicable Warehouse Facility Agent, on its behalf, to reduce, and such Warehouse Facility Agent will reduce) on its books and records the outstanding balance of each Advance of such Wind-Down Lender by an amount equal to the portion of the Initial Beneficiary Purchase so allocated; and (B) if all or a portion of such Initial Beneficiary Purchase is allocated to the Revolving Lenders, then each Revolving Lender will reduce (or direct the applicable Warehouse Facility Agent, on its behalf, to reduce, and such Warehouse Facility Agent will reduce) on its books and records the outstanding balance of each Advance of such Revolving Lender by an amount equal to the product of (1) the outstanding principal balance of such Advance and (2) the Allocable Revolving Purchased Portion with respect to such Advance.