Common use of Noteholder Communications with Indenture Trustee Clause in Contracts

Noteholder Communications with Indenture Trustee. A Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may communicate with the Indenture Trustee and give notices and make requests and demands and give directions to the Indenture Trustee through the procedures of the Clearing Agency and by notice to the Indenture Trustee. Any Note Owner must provide a written certification stating that the Person is a beneficial owner of a Note, together with at least one form of documentation such as a trade confirmation, an account statement, a letter from a broker or dealer verifying ownership or another similar document evidencing ownership of a Note, upon which the Indenture Trustee may conclusively rely. The Indenture Trustee will not be required to take action in response to requests, demands or directions of a Noteholder or a Note Owner, unless such Noteholder or Note Owner shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request, demand or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. The Indenture Trustee shall provide the Seller, the Servicer and the Issuing Entity with notice, as soon as practicable and in any event within five (5) Business Days, of receipt of any requests by any Noteholder or Note Owner to communicate with other Noteholders or Note Owners pursuant to Section 7.02(e) or any requests to repurchase a Receivable as the result of a breach of a representation or warranty pursuant to the Sale and Servicing Agreement.

Noteholder Communications with Indenture Trustee. A Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may communicate with the Indenture Trustee and give notices and make requests and demands and give directions to the Indenture Trustee through the procedures of the Clearing Agency and by notice to the Indenture Trustee. Any Note Owner must provide a written certification stating that the Person Note Owner is a beneficial owner of a Note, together with at least one form of supporting documentation such as a trade confirmation, an account statement, a letter from a broker or dealer verifying ownership or another similar document evidencing ownership of a Note, upon which the Indenture Trustee may conclusively rely. The Indenture Trustee will not be required to take action in response to requests, demands or directions of a Noteholder or a Note Owner, unless such Noteholder or Note Owner shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request, demand or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. The Indenture Trustee shall provide the Seller, the Servicer and the Issuing Entity with notice, as soon as practicable and in any event within five (5) Business Days, of receipt of any requests by any Noteholder or Note Owner to communicate with other Noteholders or Note Owners pursuant to Section 7.02(e) or any requests to repurchase a Receivable as the result of a breach of a representation or warranty pursuant to the Sale and Servicing Agreement.. 45

Noteholder Communications with Indenture Trustee. A Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may communicate with the Indenture Trustee and give notices and make requests and demands and give directions to the Indenture Trustee through the procedures of the Clearing Agency and by notice to the Indenture Trustee. Any Note Owner must provide a written certification stating that the Person Note Owner is a beneficial owner of a Note, together with at least one form of supporting documentation such as a trade confirmation, an account statement, a letter from a broker or dealer verifying ownership or another similar document evidencing ownership of a Note, upon which the Indenture Trustee may conclusively rely. The Indenture Trustee will not be required to take action in response to requests, demands or directions of a Noteholder or a Note Owner, unless such Noteholder or Note Owner shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request, demand or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. The Indenture Trustee shall provide the Seller, the Servicer and the Issuing Entity with notice, as soon as practicable and in any event within five (5) Business Days, of receipt of any requests by any Noteholder or Note Owner to communicate with other Noteholders or Note Owners pursuant to Section 7.02(e) or any requests to repurchase a Receivable as the result of a breach of a representation or warranty pursuant to the Sale and Servicing Agreement.

Noteholder Communications with Indenture Trustee. A Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may communicate with the Indenture Trustee and give notices and make requests and demands and give directions to the Indenture Trustee through the procedures of the Clearing Agency and by notice to the Indenture Trustee. Any Note Owner must provide a written certification stating that the Person Note Owner is a beneficial owner of a Note, together with at least one form of supporting documentation such as a trade confirmation, an account statement, a letter from a broker or dealer verifying ownership or another similar document evidencing ownership of a Note, upon which the Indenture Trustee may conclusively rely. The Indenture Trustee will not be required to take action in response to requests, demands or directions of a Noteholder or a Note Owner, unless such Noteholder or Note Owner shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request, demand or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. The Indenture Trustee shall provide the Seller, the Servicer and the Issuing Entity with notice, as soon as practicable and in any event within five (5) Business Days, of receipt of any requests by any Noteholder or Note Owner to communicate with other Noteholders or Note Owners pursuant to Section 7.02(e) or any requests to repurchase a Receivable as the result of a breach of a representation or warranty pursuant to the Sale and Servicing Agreement.. 44

Noteholder Communications with Indenture Trustee. A Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may communicate with the Indenture Trustee and give notices and make requests and demands and give directions to the Indenture Trustee through the procedures of the Clearing Agency and by notice to the Indenture Trustee. Any Note Owner must provide a written certification stating that the Person is a beneficial owner of a Note, together with at least one form of documentation such as a trade confirmation, an account statement, a letter from a broker or dealer verifying ownership or another similar document evidencing ownership of a Note, upon which the Indenture Trustee may conclusively rely. The Indenture Trustee will not be required to take action in response to requests, demands or directions of a Noteholder or a Note Owner, other than requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.2(e) or an asset representations review demand under Section 7.5, unless such Noteholder or Note Owner shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request, demand or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. The Indenture Trustee shall provide the Seller, the Servicer and the Issuing Entity with noticenotification, as soon as practicable and in any event within five (5) Business Days, of receipt of any requests by any Noteholder or Note Owner to communicate with other Noteholders or Note Owners pursuant to Section 7.02(e7.2(e) or any requests to repurchase a Receivable as the result of a breach of a representation or warranty pursuant to the Exchange Note Sale and Servicing Agreement.

Noteholder Communications with Indenture Trustee. A Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may communicate with the Indenture Trustee and give notices and make requests and demands and give directions to the Indenture Trustee through the procedures of the Clearing Agency and by notice to the Indenture Trustee. Any Note Owner must provide a written certification stating that the Person is a beneficial owner of a Note, together with at least one form of documentation such as a trade confirmation, an account statement, a letter from a broker or dealer verifying ownership or another similar document evidencing ownership of a Note, upon which the Indenture Trustee may conclusively rely. The Indenture Trustee will not be required to take action in response to requests, demands or directions of a Noteholder or a Note Owner, unless such Noteholder or Note Owner shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request, demand or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. The Indenture Trustee shall provide the Seller, the Servicer and the Issuing Entity with notice, as soon as practicable and in any event within five (5) Business Days, of receipt of any requests by any Noteholder or Note Owner to communicate with other Noteholders or Note Owners pursuant to Section 7.02(e) or any requests to repurchase a Receivable as the result of a breach of a representation or warranty pursuant to the Sale and Servicing Agreement.. 45

Noteholder Communications with Indenture Trustee. A Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may communicate with the Indenture Trustee and give notices and make requests and demands and give directions to the Indenture Trustee through the procedures of the Clearing Agency and by notice to the Indenture Trustee. Any Note Owner must provide a written certification stating that the Person Note Owner is a beneficial owner of a Note, together with at least one form of supporting documentation such as a trade confirmation, an account statement, a letter from a broker or dealer verifying ownership or another similar document evidencing ownership of a Note, upon which the Indenture Trustee may conclusively rely. The Indenture Trustee will not be required to take action in response to requests, demands or directions of a Noteholder or a Note Owner, unless such Noteholder or Note Owner shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request, demand or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity Issuer and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. The Indenture Trustee shall provide the Seller, the Servicer and the Issuing Entity with notice, as soon as practicable and in any event within five (5) Business Days, of receipt of any requests by any Noteholder or Note Owner to communicate with other Noteholders or Note Owners pursuant to Section 7.02(e) or any requests to repurchase a Receivable as the result of a breach of a representation or warranty pursuant to the Sale and Servicing Agreement.. 44

Noteholder Communications with Indenture Trustee. A Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may communicate with the Indenture Trustee and give notices and make requests and demands and give directions to the Indenture Trustee through the procedures of the Clearing Agency and by notice to the Indenture Trustee. Any Note Owner must provide a written certification stating that the Person Note Owner is a beneficial owner of a Note, together with at least one form of supporting documentation such as a trade confirmation, an account statement, a letter from a broker or dealer verifying ownership or another similar document evidencing ownership of a Note, upon which the Indenture Trustee may conclusively rely. The Indenture Trustee will not be required to take action in response to requests, demands or directions of a Noteholder or a Note Owner, other than requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, unless such Noteholder or Note Owner shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request, demand or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. The Indenture Trustee shall provide the Seller, the Servicer and the Issuing Entity with noticenotification, as soon as practicable and in any event within five (5) Business Days, of receipt of any requests by any Noteholder or Note Owner to communicate with other Noteholders or Note Owners pursuant to Section 7.02(e) or any requests to repurchase a Receivable as the result of a breach of a representation or warranty pursuant to the Sale and Servicing Agreement.. 45