Common use of Covenant to Repay Clause in Contracts

Covenant to Repay. (a) The Trustee covenants with the Note Trustee that the Trustee will, in accordance with the terms of any US$ Notes (including the Conditions) and the Transaction Documents (and subject to the terms of the Transaction Documents and the Conditions, including clause 29 of this Deed and Condition 6) at the direction of the Manager on: (i) the Maturity Date of the US$ Notes; or (ii) each earlier date as those US$ Notes, or any of them, may become repayable (whether in full or in part), pay or procure to be paid unconditionally in accordance with this deed to or to the order of the Note Trustee in US$ in London for immediate value the principal amount of those US$ Notes repayable, or in the case of a partial payment of those US$ Notes, the principal amount payable, subject to and in accordance with the terms of those US$ Notes (including the Conditions). (b) Subject to clause 2.3 and to the terms of the US$ Notes (including the Conditions and in particular Condition 6) and the Transaction Documents (including clause 29), until any payment as well after as before any judgment or other order of a court of competent jurisdiction the Trustee shall, at the direction of the Manager, pay or procure to be paid unconditionally in accordance with this deed to or to the order of the Note Trustee: (i) any interest, at the respective rates calculated from time to time, in accordance with and on the dates provided for in the Conditions; and -------------------------------------------------------------------------------- PAGE 7 NOTE TRUST DEED XXXXX XXXXX & XXXXXXX -------------------------------------------------------------------------------- (ii) principal payable at the times and in the amounts as may be determined in accordance with Condition 5. (c) The Note Trustee shall hold the benefit of the covenant in this clause 2.2, and all other rights of the US$ Noteholders under the US$ Notes, on trust for the benefit of the US$ Noteholders.

Covenant to Repay. (a) The Trustee covenants with the Note Trustee that the Trustee will, in accordance with the terms of any US$ the Class A Notes (including the Conditions) and the Transaction Documents (and subject to the terms of the Transaction Documents and the Conditions, including clause 29 of this Deed deed and Condition 6) at the direction of the Manager on:: -------------------------------------------------------------------------------- Page 5 Note Trust Xxxx Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- (i) the Maturity Date of the US$ Class A Notes; or (ii) each earlier date as those US$ the Class A Notes, or any of them, may become repayable (whether in full or in part), pay or procure to be paid unconditionally in accordance with this deed to or to the order of the Note Trustee in [US$ in London London] for immediate value the principal amount of those US$ the Class A Notes repayable, or in the case of a partial payment of those US$ the Class A Notes, the principal amount payable, subject to and in accordance with the terms of those US$ the Class A Notes (including the Conditions). (b) Subject to clause 2.3 and to the terms of the US$ Class A Notes (including the Conditions and in particular Condition 6Conditions) and the Transaction Documents (including clause 29)Documents, until any payment as well after as before any judgment or other order of a court of competent jurisdiction the Trustee shall, at the direction of the Manager, shall pay or procure to be paid unconditionally in accordance with this deed to or to the order of the Note Trustee: (i) any interest, at the respective rates calculated from time to time, in accordance with and on the dates provided for in the Conditions; and -------------------------------------------------------------------------------- PAGE 7 NOTE TRUST DEED XXXXX XXXXX & XXXXXXX --------------------------------------------------------------------------------and (ii) principal payable at the times and in the amounts as may be determined in accordance with Condition 5. (c) The Note Trustee shall hold the benefit of the covenant in this clause 2.2, and all other rights of the US$ Class A Noteholders under the US$ Class A Notes, on trust for the benefit of the US$ Class A Noteholders.

Covenant to Repay. (a) The Trustee covenants with the Note Trustee that the Trustee will, in accordance with the terms of any US$ the Offshore Notes (including the relevant Conditions) and the Transaction Documents (and subject to the terms of the Transaction Documents and the relevant Conditions, including clause 29 of this Deed deed and the relevant Condition 6) at the direction of the Manager on: (i) the Final Maturity Date of the US$ NotesDate; or (ii) each earlier date as those US$ the Offshore Notes, or any of them, may become repayable (whether in full or in part), pay or procure to be paid unconditionally in accordance with this deed to or to the order of the Note Trustee Trustee: (iii) in US$ in London New York for immediate value the principal amount of those US$ Class A-1 Notes repayable, or in the case of a partial payment of those US$ Class A-1 Notes, the principal amount payable, subject to and in accordance with the terms of those US$ Class A-1 Notes (including the relevant Conditions); and (iv) in Euros in London for immediate value the principal amount of those Class A-2 Notes repayable, or in the case of a partial payment of those Class A-2 Notes, the principal amount payable, subject to and in accordance with the terms of those Class A-2 Notes (including the relevant Conditions). (b) Subject to clause 2.3 and to the terms of the US$ Offshore Notes (including the relevant Conditions and in particular the relevant Condition 6) and the Transaction Documents (including clause 2929 of this deed), until any payment both before as well as after as before any judgment or other order of a court of competent jurisdiction jurisdiction, the Trustee shall, at the direction of the Manager, pay or procure to be paid unconditionally in accordance with this deed to or to the order of the Note Trustee: (i) any interestinterest on the Offshore Notes, at the respective rates calculated from time to time, in accordance with and on the dates provided for in the relevant Conditions; and -------------------------------------------------------------------------------- PAGE 7 NOTE TRUST DEED XXXXX XXXXX & XXXXXXX --------------------------------------------------------------------------------and (ii) principal payable on the Offshore Notes at the times and in the amounts as may be determined provided for in accordance with Condition 5. (c) The the relevant Conditions. -------------------------------------------------------------------------------- Page 7 + Note Trustee shall hold the benefit of the covenant in this clause 2.2, and all other rights of the US$ Noteholders under the US$ Notes, on trust for the benefit of the US$ Noteholders.Trust Deed Allens Arthur Robinsxx --------------------------------------------------------------------------------

Covenant to Repay. (a) 4.1 The Trustee Master Issuer covenants with the Note Trustee that the Trustee it will, in accordance with these presents, on the terms due date for the final maturity of any US$ Notes (including the Conditions) each Series and the Transaction Documents (and subject to the terms Class of the Transaction Documents and the ConditionsSeries [2006-2] Notes, including clause 29 of this Deed and Condition 6) at the direction of the Manager on: (i) the Maturity Date of the US$ Notes; or (ii) each or on such earlier date as those US$ Notes, the same or any of them, part thereof may become due and repayable (whether thereunder, in full or in part)accordance with the Issuer Conditions, pay or procure to be paid unconditionally in accordance with this deed to or to the order of the Note Trustee in US$ the Specified Currency, in London for immediate value immediately available funds or same day funds, as applicable, the principal amount of those US$ Notes repayablesuch Series and Class of the Series [2006-2] Notes, or repayable on that date. The Master Issuer shall in the case of a partial payment of those US$ Notes, the principal amount payable, subject to meantime and in accordance with the terms of those US$ Notes until all such payments (including the Conditions). (b) Subject to clause 2.3 both before and to the terms of the US$ Notes (including the Conditions and in particular Condition 6) and the Transaction Documents (including clause 29), until any payment as well after as before any judgment or other order of a court of competent jurisdiction jurisdiction) are duly made (subject to the Trustee shall, at the direction provisions of the ManagerIssuer Conditions), pay or procure to be paid unconditionally in accordance with this deed to or to the order of the Note Trustee: Trustee as aforesaid, interest (iwhich shall accrue from day to day) any intereston the Principal Amount Outstanding of such Series and Class of the Series [2006-2] Notes, at rates and/or in amounts set out in or (as the respective rates case may be) calculated from time to time, time in accordance with with, or specified in, and on the dates provided for in the Conditions; and -------------------------------------------------------------------------------- PAGE 7 NOTE TRUST DEED XXXXX XXXXX & XXXXXXX --------------------------------------------------------------------------------Issuer Conditions (subject to Clause 2.6 (Interest following Default) of the Principal Issuer Trust Deed), provided that; (iia) every payment of principal payable at or interest in respect of any Series and Class of the times and Series [2006-2] Notes, made to or to the account of the Principal Paying Agent in the amounts as may be determined manner provided in the Issuer Paying Agent and Agent Bank Agreement, shall satisfy the obligations of the Master Issuer under this Clause 4.1 (Covenant to Repay), in respect of such Issuer Notes except to the extent that there is default in the subsequent payment thereof to the Noteholders in accordance with Condition 5.the Issuer Conditions; (b) if any payment of principal in respect of any Series and Class of the Series [2006-2] Notes is made after the due date, interest shall continue to accrue on the principal amount of such Issuer Notes (both before and after any judgment or other order of a court of competent jurisdiction) at the rates aforesaid up to and including the date which the Note Trustee determines to be the date on and after which payment is to be made in respect thereof as stated in a notice given to the holders of such Issuer Notes (such date to be not later than 30 days after the day on which the whole of such principal amount, together with an amount equal to the interest which has accrued and is to accrue pursuant to this proviso up to and including that date, has been received by the Note Trustee or the Principal Paying Agent); (c) The Note Trustee shall hold the benefit in any case where payment of the covenant in this clause 2.2, and all other rights whole or any part of the US$ principal amount of any Series [2006-2] Note is improperly withheld or refused upon due presentation thereof (if so provided in the Issuer Paying Agent and Agent Bank Agreement), interest shall accrue on the whole, or such part of such principal amount of such Issuer Note which has been so withheld or refused (both before and after any judgment or other order of a court of competent jurisdiction), at the rates aforesaid, from and including the date of such withholding or refusal up to and including the date on which, upon further presentation of the relevant Issuer Note, such principal amount due (including interest as aforesaid) is paid to the Noteholders under or (if earlier) the US$ seventh day after notice is given to the Noteholders in accordance with the Issuer Conditions that the full amount (including interest as aforesaid) payable in respect of the principal amount is available for payment, provided that, upon further due presentation thereof (if so provided in the Issuer Paying Agent and Agent Bank Agreement), such payment is in fact made; and (d) notwithstanding any other provision of these presents, pursuant to Section 316(b) of the Trust Indenture Act, the right of any Noteholder to receive payment of principal and interest on any Series and Class of the Series [2006-2] Notes, on trust or after the respective due dates expressed for such Issuer Notes, or to bring suit for the benefit enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of the US$ NoteholdersNoteholder.

Covenant to Repay. (a) The Trustee covenants with the Note Trustee that the Trustee will, in accordance with the terms of any the US$ Notes (including the relevant Conditions) and the Transaction Documents (and subject to the terms of the Transaction Documents and the relevant Conditions, including clause 29 of this Deed deed and relevant Condition 6) at the direction of the Trust Manager on: (i) the Maturity Date of the US$ NotesDate; or (ii) each earlier date as those the US$ Notes, or any of them, may become repayable (whether in full or in part), pay or procure to be paid unconditionally in accordance with this deed to or to the order of the Note Trustee in US$ in London for immediate value New York City in same day funds the principal amount Principal Amount of those each Class of US$ Notes repayablerepayable or, or in the case of a partial payment of those the US$ Notes, the principal amount payable-------------------------------------------------------------------------------- Page 5 Note Trust Xxxx Xxxxxx Xxxxxx Xxxxxxxx ------------------------------------------------------------------------------- Principal Payment repayable, subject to and in accordance with the terms of those the US$ Notes (including the relevant Conditions). (b) Subject to clause 2.3 and to the terms of the US$ Notes (including the relevant Conditions and in particular Condition 6) and the Transaction Documents (including clause 2929 of this deed)), until any payment as well after as before any judgment or other order of a court of competent jurisdiction the Trustee shall, at the direction of the Trust Manager, pay or procure to be paid unconditionally in accordance with this deed to or to the order of the Note Trustee: (i) any interestinterest (both before and after any judgment or other order of a court of competent jurisdiction), at the respective rates calculated from time to time, in accordance with and on the dates provided for in the relevant Conditions; and -------------------------------------------------------------------------------- PAGE 7 NOTE TRUST DEED XXXXX XXXXX & XXXXXXX --------------------------------------------------------------------------------and (ii) principal payable at the times and in the amounts as may be determined provided for in accordance with Condition 5the relevant Conditions. (c) The Note Trustee shall hold the benefit of the covenant in this clause 2.2, the covenants in clause 11, and all other rights of the US$ Noteholders under the US$ Notes, on trust for the benefit of the US$ Noteholders.

Covenant to Repay. (a) The Trustee covenants with the Note Trustee that the Trustee will, in accordance with the terms of any US$ the Class A Notes (including the relevant Conditions) and the Transaction Documents (and subject to the terms of the Transaction Documents and the relevant Conditions, including clause 29 of this Deed deed and relevant Condition 6) at the direction of the Trust Manager on: (i) the Maturity Date of the US$ NotesDate; or (ii) each earlier date as those US$ the Class A Notes, or any of them, may become repayable (whether in full or in part), Note Trust Xxxx Xxxxxx Xxxxxx Xxxxxxxx -------------------------------------------------------------------------------- pay or procure to be paid unconditionally in accordance with this deed to or to the order of the Note Trustee in US$ in London for immediate value New York City in same day funds the principal amount Principal Amount of those US$ the Class A Notes repayablerepayable or, or in the case of a partial payment of those US$ the Class A Notes, the principal amount payablePrincipal Payment repayable, subject to and in accordance with the terms of those US$ the Class A Notes (including the relevant Conditions). (b) Subject to clause 2.3 and to the terms of the US$ Class A Notes (including the relevant Conditions and in particular Condition 6) and the Transaction Documents (including clause 2929 of this deed)), until any payment as well after as before any judgment or other order of a court of competent jurisdiction the Trustee shall, at the direction of the Trust Manager, pay or procure to be paid unconditionally in accordance with this deed to or to the order of the Note Trustee: (i) any interestinterest (both before and after any judgment or other order of a court of competent jurisdiction), at the respective rates calculated from time to time, in accordance with and on the dates provided for in the relevant Conditions; and -------------------------------------------------------------------------------- PAGE 7 NOTE TRUST DEED XXXXX XXXXX & XXXXXXX --------------------------------------------------------------------------------and (ii) principal payable at the times and in the amounts as may be determined provided for in accordance with Condition 5the relevant Conditions. (c) The Note Trustee shall hold the benefit of the covenant in this clause 2.2, the covenants in clause 11, and all other rights of the US$ Class A Noteholders under the US$ Class A Notes, on trust for the benefit of the US$ Class A Noteholders.

Covenant to Repay. (a) The Trustee covenants with the Note Trustee that the Trustee will, in accordance with the terms of any US$ the Offshore Notes (including the relevant Conditions) and the Transaction Documents (and subject to the terms of the Transaction Documents and the relevant Conditions, including clause 29 of this Deed deed and the relevant Condition 6) at the direction of the Manager on: (i) the Final Maturity Date of the US$ NotesDate; or (ii) each earlier date as those US$ the Offshore Notes, or any of them, may become repayable (whether in full or in part), pay or procure to be paid unconditionally in accordance with this deed to or to the order of the Note Trustee Trustee: (iii) in US$ in London New York for immediate value the principal amount of those US$ Class A-1 Notes repayable, or in the case of a partial payment of those US$ Class A-1 Notes, the principal amount payable, subject to and in accordance with the terms of those US$ Class A-1 Notes (including the relevant Conditions); and (iv) in Euros in London for immediate value the principal amount of those Class A-2 Notes repayable, or in the case of a partial payment of those Class A-2 Notes, the principal amount payable, subject to and in accordance with the terms of those Class A-2 Notes (including the relevant Conditions). (b) Subject to clause 2.3 and to the terms of the US$ Offshore Notes (including the relevant Conditions and in particular the relevant Condition 6) and the Transaction Documents Note Trust Deed [Xxxxxx Xxxxxx Xxxxxxxx LOGO] -------------------------------------------------------------------------------- (including clause 2929 of this deed), until any payment both before as well as after as before any judgment or other order of a court of competent jurisdiction jurisdiction, the Trustee shall, at the direction of the Manager, pay or procure to be paid unconditionally in accordance with this deed to or to the order of the Note Trustee: (i) any interestinterest on the Offshore Notes, at the respective rates calculated from time to time, in accordance with and on the dates provided for in the relevant Conditions; and -------------------------------------------------------------------------------- PAGE 7 NOTE TRUST DEED XXXXX XXXXX & XXXXXXX --------------------------------------------------------------------------------and (ii) principal payable on the Offshore Notes at the times and in the amounts as may be determined provided for in accordance with Condition 5the relevant Conditions. (c) The Note Trustee shall hold the benefit of the covenant in this clause 2.2, and all other rights of the US$ Noteholders under the US$ Notes, on trust for the benefit of the US$ Noteholders.