Common use of Note Payment Account Clause in Contracts

Note Payment Account. (a) On each Payment Date, the Trustee shall distribute all amounts on deposit in the Note Payment Account, as such amounts on deposit in the Note Payment Account are specified on the related Servicer's Certificate, to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) the Noteholders' Interest Payment Amount; (ii) the Noteholders' Principal Payment Amount and the Additional Principal Payment Amount until the Outstanding Amount of the Notes is reduced to zero. (b) On each Payment Date, the Trustee shall send to each Noteholder pursuant to a written request the statement provided to the Trustee by the Servicer pursuant to Section 5.11 hereof on such Payment Date. (c) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The parties hereto hereby agree to provide to the Trustee the information any such party may have, if any, with respect to any such withholding tax. The Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, although the Trustee is under no obligation to so contest absent direction from the Controlling Party to so contest, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a payment (such as a payment to a non-US Noteholder), the Trustee may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trustee shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trustee for any out-of-pocket expenses incurred. Notwithstanding anything to the contrary contained in this Agreement, neither the Trust Collateral Agent nor the Trustee shall have any liability or obligation with respect to withholding tax issues unless and until it receives notification from the Servicer pursuant to Section 12.1(b)(ii). (d) Payments required to be made to Noteholders on any Payment Date shall be made to each Noteholder of record on the preceding Record Date either by wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefor, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Payment Date and such Holder's Notes in the aggregate evidence a denomination of not less than $1,000,000 or, if not, by check mailed to such Noteholder at the address of such holder appearing in the Note Register; provided, however, that, unless Notes -------- ------- have been issued pursuant to Section 3.13 of the Indenture, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co. or Xxxxxx Guaranty Trust Company of New York), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Notwithstanding the foregoing, the final payment in respect of any Note (whether on the Final Scheduled Payment Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture; provided, however, -------- ------- that such presentation and surrender shall be waived with respect to any Noteholder upon satisfaction by such Noteholder of the indemnity requirements set forth in Section 2.6 of the Indenture.

Note Payment Account. (a) On each Payment Date, the Trustee shall distribute all amounts on deposit in the Note Payment Account, as such amounts on deposit in the Note Payment Account are specified on the related Servicer's Certificate, to Noteholders in respect of 49 Sale and Servicing Agreement the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) the Noteholders' Interest Payment Amount; (ii) the Noteholders' Principal Payment Amount and the Additional Principal Payment Amount until the Outstanding Amount of the Notes is reduced to zero. (b) On each Payment Date, the Trustee shall send to each Noteholder pursuant to a written request the statement provided to the Trustee by the Servicer pursuant to Section 5.11 hereof on such Payment Date. (c) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The parties hereto hereby agree to provide to the Trustee the information any such party may have, if any, with respect to any such withholding tax. The Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, although the Trustee is under no obligation to so contest absent direction from the Controlling Party to so contest, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a payment (such as a payment to a non-US Noteholder), the Trustee may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trustee shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trustee for any out-of-pocket expenses incurred. Notwithstanding anything to the contrary contained in this Agreement, neither the Trust Collateral Agent nor the Trustee shall have any liability or obligation with respect to withholding tax issues unless and until it receives notification from the Servicer pursuant to Section 12.1(b)(ii). (d) Payments required to be made to Noteholders on any Payment Date shall be made to each Noteholder of record on the preceding Record Date either by wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefor, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Payment Date and such Holder's Notes in the aggregate evidence a denomination of not less than $1,000,000 or, if not, by check mailed to such Noteholder at the address of such holder appearing in the Note Register; provided, however, that, unless Notes -------- ------- have been issued pursuant to Section 3.13 of the Indenture, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such 50 Sale and Servicing Agreement nominee to be Cede & Co. or Xxxxxx Guaranty Trust Company of New York), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Notwithstanding the foregoing, the final payment in respect of any Note (whether on the Final Scheduled Payment Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture; provided, however, -------- ------- that such presentation and surrender shall be waived with respect to any Noteholder upon satisfaction by such Noteholder of the indemnity requirements set forth in Section 2.6 of the Indenture.

Note Payment Account. The Indenture Trustee shall establish and maintain an Eligible Account entitled "________________, as Indenture Trustee, for the benefit of the Securityholders, the Certificate Paying Agent and the Enhancer, pursuant to the Indenture, dated as of _______________, between Home Equity Loan Trust [ ]-[ ] and _____________" (a) the "Note Payment Account"). On each Payment Date, the Trustee shall distribute all amounts on deposit in the Note Payment Account, as such amounts on deposit in the Note Payment Account are specified on shall be distributed by the Indenture Trustee in accordance with Section 3.05 of the Indenture. In addition, the Indenture Trustee shall deposit in the Note Payment Account, the amount of any Advance received from the holder of a Variable Pay Revolving Note in accordance with Section 2.03 of the Indenture, or the proceeds of the sale and issuance of a Variable Pay Revolving Note issued pursuant to the Indenture after the Closing Date, to be applied as a distribution of principal of the related Servicer's Certificate, to Noteholders in respect Class of the Term Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) the Noteholders' Interest Payment Amount; (ii) the Noteholders' Principal Payment Amount and the Additional Principal Payment Amount until the Outstanding Amount of the Notes is reduced to zero. (b) On each its respective Targeted Final Payment Date, the . The Indenture Trustee shall send invest or cause the institution maintaining the Note Payment Account to each Noteholder pursuant to a written request invest the statement provided to the Trustee funds therein in Permitted Investments selected in writing by the Servicer pursuant to Section 5.11 hereof and designated in the name of the Indenture Trustee, which investments shall mature not later than the Business Day next preceding the Payment Date next following the date of such investment (except that any investment in the institution with which the Note Payment Account is maintained may mature on such Payment Date. (c) Date and shall not be sold or disposed of prior to maturity). In the event that any withholding tax is imposed on the Trust's payment (or allocations addition, no such Permitted Investment shall be purchased at a price in excess of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Sectionpar. The parties hereto hereby agree to provide to the Trustee the information All income and gain realized from any such party may have, if any, with respect to any such withholding tax. The Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds investment shall be for the payment benefit of any tax that is legally owed by the Trust (but such authorization Servicer and shall not prevent the Trustee be subject to its withdrawal or order from contesting any such tax in appropriate proceedings, although the Trustee is under no obligation time to so contest absent direction from the Controlling Party to so contest, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings)time. The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a payment (such as a payment to a non-US Noteholder), the Trustee may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trustee shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trustee for any out-of-pocket expenses incurred. Notwithstanding anything to the contrary contained in this Agreement, neither the Trust Collateral Agent nor the Trustee shall have any liability or obligation with respect to withholding tax issues unless and until it receives notification from the Servicer pursuant to Section 12.1(b)(ii). (d) Payments required to be made to Noteholders on any Payment Date shall be made to each Noteholder of record on the preceding Record Date either by wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefor, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Payment Date and such Holder's Notes in the aggregate evidence a denomination of not less than $1,000,000 or, if not, by check mailed to such Noteholder at the address of such holder appearing in the Note Register; provided, however, that, unless Notes -------- ------- have been issued pursuant to Section 3.13 of the Indenture, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co. or Xxxxxx Guaranty Trust Company of New York), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Notwithstanding the foregoing, the final payment losses incurred in respect of any such investments shall be deposited in the Note (whether on the Final Scheduled Payment Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose Account by the Note Registrar pursuant to Section 2.4 Servicer out of the Indenture; provided, however, -------- ------- that such presentation and surrender shall be waived with respect to any Noteholder upon satisfaction by such Noteholder of the indemnity requirements set forth in Section 2.6 of the Indentureits own funds immediately as realized.

Note Payment Account. (a) On each Payment Date, the Trustee shall distribute all amounts on deposit in the Note Payment Account, as such amounts on deposit in the Note Payment Account are specified on the related Servicer's Certificate, to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) the Noteholders' Interest Payment Amount; (ii) the Noteholders' Principal Payment Amount and the Additional Principal Payment Amount until the Outstanding Amount of the Notes is reduced to zero. (b) On each Payment Date, the Trustee shall send to each Noteholder pursuant to a written request the statement provided to the Trustee by the Servicer pursuant to Section 5.11 hereof on such Payment Date. (c) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The parties hereto hereby agree to provide to the Trustee the information any such party may have, if any, with respect to any such withholding tax. The Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, although the Trustee is under no obligation to so contest absent direction from the Controlling Party to so contest, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a payment (such as a payment to a non-US Noteholder), the Trustee may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trustee shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trustee for any out-of-pocket expenses incurred. Notwithstanding anything to the contrary contained in this Agreement, neither the Trust Collateral Agent nor the Trustee shall have any liability or obligation with respect to withholding tax issues unless and until it receives notification from the Servicer pursuant to Section 12.1(b)(ii). (d) Payments required to be made to Noteholders on any Payment Date shall be made to each Noteholder of record on the preceding Record Date either by wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefor, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Payment Date and such Holder's Notes in the aggregate evidence a denomination of not less than $1,000,000 or, if not, by check mailed to such Noteholder at the address of such holder appearing in the Note Register; provided, however, that, unless Notes -------- ------- ------ have been issued pursuant to Section 3.13 of the Indenture, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co. or Xxxxxx Guaranty Trust Company of New York), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Notwithstanding the foregoing, the final payment in respect of any Note (whether on the Final Scheduled Payment Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture; provided, however, -------- ------- that such presentation and surrender shall be waived with respect to any Noteholder upon satisfaction by such Noteholder of the indemnity requirements set forth in Section 2.6 of the Indenture.