LIMIT.
THE ISSUER MAY, UPON AT
LEAST FIVE BUSINESS DAYS' NOTICE TO THE PURCHASERS' AGENT, TERMINATE IN WHOLE OR
REDUCE
6
IN PART THE PORTION OF THE CLASS B MAXIMUM LIMIT THAT EXCEEDS THE SUM OF THE
AGGREGATE CLASS B NOTE PRINCIPAL BALANCE AND INTEREST ACCRUED AND TO ACCRUE
THEREON THROUGH THE DATE OF PAYMENT; PROVIDED, HOWEVER, THAT EACH PARTIAL
REDUCTION OF THE CLASS B MAXIMUM LIMIT SHALL BE IN AN AGGREGATE AMOUNT EQUAL TO
$100,000 OR AN INTEGRAL MULTIPLE THEREOF; AND PROVIDED FURTHER, HOWEVER, THAT
EACH PARTIAL REDUCTION OF THE CLASS B MAXIMUM LIMIT SHALL BE ACCOMPANIED BY A
PARTIAL REDUCTION OF THE CLASS A MAXIMUM LIMIT UNDER THE CLASS A NOTE PURCHASE
AGREEMENT IN AN AMOUNT EQUAL TO NINE (9) TIMES THE AMOUNT OF THE PARTIAL
REDUCTION HEREUNDER.
EACH NOTICE OF REDUCTION OR TERMINATION PURSUANT TO THIS
SECTION 2.05 SHALL BE IRREVOCABLE.
SECTION 2.06.
DETERMINATION OF INTEREST.
THE PURCHASERS' AGENT SHALL DETERMINE
THE INTEREST (INCLUDING UNPAID INTEREST, IF ANY, DUE AND PAYABLE ON A PRIOR
PAYMENT DATE) ON THE CLASS B NOTES TO BE PAID ON EACH PAYMENT DATE FOR THE
APPLICABLE INTEREST ACCRUAL PERIOD AND SHALL ADVISE THE ISSUER AND THE INDENTURE
TRUSTEE THEREOF PRIOR TO 2:00 P.M. (NEW YORK CITY TIME) ON THE RELATED
DETERMINATION DATE.
SECTION 2.07.
PAYMENTS, COMPUTATIONS, ETC.
(A)
UNLESS OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL AMOUNTS TO BE PAID
OR DEPOSITED BY THE ISSUER OR THE SERVICER HEREUNDER SHALL BE PAID OR DEPOSITED
IN ACCORDANCE WITH THE TERMS HEREOF NO LATER THAN 11:00 A.M. (NEW YORK CITY
TIME) ON THE DAY WHEN DUE IN LAWFUL MONEY OF THE UNITED STATES IN IMMEDIATELY
AVAILABLE FUNDS TO ACCOUNTS MAINTAINED BY THE CLASS B NOTE PURCHASERS AS SHOWN
ON SCHEDULE 1 HERETO, OR SUCH OTHER ACCOUNTS DESIGNATED FROM TIME TO TIME BY THE
CLASS B NOTE PURCHASERS.
THE ISSUER SHALL, TO THE EXTENT PERMITTED BY LAW, PAY
TO THE CLASS B NOTE PURCHASERS DEFAULT INTEREST AT THE OVERDUE RATE AS PROVIDED
IN THE INDENTURE; PROVIDED, HOWEVER, THAT SUCH INTEREST RATE SHALL NOT AT ANY
TIME EXCEED THE MAXIMUM RATE PERMITTED BY APPLICABLE LAW.
ALL COMPUTATIONS OF
INTEREST AND OTHER FEES HEREUNDER SHALL BE MADE ON THE BASIS OF A YEAR OF 360
DAYS FOR THE ACTUAL NUMBER OF DAYS (INCLUDING THE FIRST BUT EXCLUDING THE LAST
DAY) ELAPSED.
(B)
WHENEVER ANY PAYMENT HEREUNDER SHALL BE STATED TO BE DUE ON A DAY
OTHER THAN A BUSINESS DAY, SUCH PAYMENT SHALL BE MADE ON THE NEXT SUCCEEDING
BUSINESS DAY, AND SUCH EXTENSION OF TIME SHALL IN SUCH CASE BE INCLUDED IN THE
COMPUTATION OF PAYMENT OF INTEREST OR ANY FEE PAYABLE HEREUNDER, AS THE CASE MAY
BE.
(C)
IF ANY FUNDING OR INCREMENTAL FUNDING REQUESTED BY THE ISSUER AND
APPROVED BY THE CLASS B NOTE PURCHASERS PURSUANT TO SECTION 2.04, IS NOT, FOR
ANY REASON WHATSOEVER RELATED TO A DEFAULT OR NONPERFORMANCE BY THE ISSUER, MADE
OR EFFECTUATED, AS THE CASE MAY BE, ON THE DATE SPECIFIED THEREFOR, THE ISSUER
SHALL INDEMNIFY THE CLASS B NOTE