Common use of Note Payments Clause in Contracts

Note Payments. (a) The Indenture Trustee shall pay to each Noteholder of record as of the related Record Date either (i) by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other entity having appropriate facilities therefor, if such Noteholder shall have provided to the Indenture Trustee appropriate written instructions at least five (5) Business Days prior to related Payment Date (which instructions may remain in effect for subsequent Payment Dates unless revoked by such Noteholder), or (ii) if not, by check mailed to such Noteholder at the address of such Noteholder appearing in the Note Register, the amounts to be paid to such Noteholder pursuant to such Noteholder’s Notes. (b) In the event that any withholding tax is imposed on the Issuer’s payment (or allocations of income) to a Noteholder, such withholding tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax that is legally owed by the Issuer as instructed by the Servicer, in writing in a Monthly Servicer Report (but such authorization shall not prevent the Indenture Trustee from contesting at the expense of the Depositor any such withholding tax in appropriate proceedings, and withholding payment of such withholding 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 distribution (such as a distribution to a non-US Noteholder), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this clause (b). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred. (c) Each Noteholder, by its acceptance of its Note, will be deemed to have consented to the provisions of Section 5.03(b) relating to the priority of payments, and will be further deemed to have acknowledged that no property rights in any amount or the proceeds of any such amount shall vest in such Noteholder until such amounts have been distributed to such Noteholder pursuant to such provisions; provided, that the foregoing shall not restrict the right of any Noteholder, upon compliance with the provisions hereof, from seeking to compel the performance of the provisions hereof by the parties hereto. (d) For purposes of federal income, State and local income and franchise and any other income taxes, each Noteholder, by its acceptance of its Note, will be deemed to have agreed to, and hereby instructs the Indenture Trustee to, (i) treat the Notes as indebtedness of the Contributor and its consolidated subsidiaries, (ii) treat the transfer of the Receivables by the Contributor to the Depositor pursuant to the Contribution Agreement as a contribution, (iii) treat the Grant of the Receivables by the Issuer to the Indenture Trustee pursuant to the Indenture as a pledge and (iv) treat the Issuer as the owner of the Receivables.

Note Payments. (a) The Indenture Trustee shall pay from amounts on deposit in the Collection Account in accordance with the Monthly Servicer Report and the Priority of Payments or the Acceleration Event Priority of Payments, as applicable, to each Noteholder of record as of the related Record Date either (i) by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other entity having appropriate facilities therefor, if such Noteholder shall have provided to the Indenture Trustee appropriate written instructions at least five (5) Business Days prior to the related Payment Date (which instructions may remain in effect for subsequent Payment Dates unless revoked by such Noteholder), or (ii) if not, by check mailed to such Noteholder at the address of such Noteholder appearing in the Note Register, the amounts to be paid to such Noteholder pursuant to such Noteholder’s 's Notes; provided, however, that so long as the Notes are registered in the name of the Securities Depository such payments shall be made to the nominee thereof in immediately available funds. (b) In the event that any withholding tax Tax is imposed on the Issuer’s 's payment (or allocations of income) to a Noteholder, such withholding tax Tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this SectionIndenture. The Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax Tax that is legally owed by the Issuer as instructed by the Servicer, in writing in a Monthly Servicer Report (but such authorization shall not prevent the Indenture Trustee from contesting at the expense of the Depositor applicable Noteholder any such withholding tax Tax in appropriate proceedingsProceedings, and withholding payment of such withholding taxTax, if permitted by law, pending the outcome of such proceedingsProceedings). The amount of any withholding tax 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 Issuer or the Indenture Trustee (at the direction of the Servicer or the Issuer) and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is Tax payable with respect to a distribution (such as a distribution to a non-US U.S. Noteholder), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this clause (b). In the event that a Noteholder wishes to apply for a refund of any such withholding taxTax, the Indenture Trustee shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred. (c) Each NoteholderNoteholder and Note Owner, by its acceptance of its a Note, will be deemed to have consented to the provisions of Section 5.03(b) relating to the priority Priority of payments, and will be further deemed to have acknowledged that no property rights in any amount Payments or the proceeds Acceleration Event Priority of any such amount shall vest in such Noteholder until such amounts have been distributed to such Noteholder pursuant to such provisions; providedPayments, that the foregoing shall not restrict the right of any Noteholder, upon compliance with the provisions hereof, from seeking to compel the performance of the provisions hereof by the parties heretoas applicable. (d) For purposes of federal income, State and local income and franchise and any other income taxesall Tax purposes, each NoteholderNoteholder and each Note Owner, by its acceptance of its a Note, will be deemed to have agreed to, and hereby instructs the Indenture Trustee to, (i) treat the Notes as indebtedness indebtedness. (e) Each Noteholder and each Note Owner by its acceptance of a Note or an interest in a Note, will be deemed to have agreed to provide the Contributor Indenture Trustee or the Issuer, upon request, with the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. Each Noteholder and Note Owner shall update or replace its consolidated subsidiariespreviously provided Noteholder Tax Identification Information and Noteholder FATCA Information promptly if requested by the Indenture Trustee; provided that nothing herein shall require the Indenture Trustee to make such request. In addition, each Noteholder and each Note Owner will be deemed to agree that the Indenture Trustee has the right to withhold from any amount of interest or other amounts (without any corresponding gross-up) payable to a Noteholder or Note Owner that fails to comply with the foregoing requirements. The Issuer hereby covenants with the Indenture Trustee that the Issuer will cooperate with the Indenture Trustee in obtaining sufficient information so as to enable the Indenture Trustee to (i) determine whether or not the Indenture Trustee is obliged to make any withholding, including FATCA Withholding Tax, in respect of any payments with respect to a Note and (ii) treat the transfer of the Receivables by the Contributor to the Depositor pursuant to the Contribution Agreement as a contribution, (iii) treat the Grant of the Receivables by the Issuer to effectuate any such withholding. The parties agree that the Indenture Trustee pursuant to the Indenture as a pledge and (iv) treat the Issuer as the owner shall be released of the Receivables.any liability arising from properly complying with this Section 5.09

Note Payments. (a) The Indenture Trustee shall pay from amounts on deposit in the Collection Account in accordance with the Monthly Servicer Report and the Priority of Payments or the Acceleration Event Priority of Payments, as applicable, to each Noteholder of record as of the related Record Date either (i) by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other entity having appropriate facilities therefor, if such Noteholder shall have provided to the Indenture Trustee appropriate written instructions at least five (5) Business Days prior to the related Payment Date (which instructions may remain in effect for subsequent Payment Dates unless revoked by such Noteholder), or (ii) if not, by check mailed to such Noteholder at the address of such Noteholder appearing in the Note Register, the amounts to be paid to such Noteholder pursuant to such Noteholder’s 's Notes; provided, however, that so long as the Notes are registered in the name of the Securities Depository such payments shall be made to the nominee thereof in immediately available funds. (b) In the event that any withholding tax Tax is imposed on the Issuer’s 's payment (or allocations of income) to a Noteholder, such withholding tax Tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this SectionIndenture. The Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax Tax that is legally owed by the Issuer as instructed by the Servicer, in writing in a Monthly Servicer Report (but such authorization shall not prevent the Indenture Trustee from contesting at the expense of the Depositor applicable Noteholder any such withholding tax Tax in appropriate proceedingsProceedings, and withholding payment of such withholding taxTax, if permitted by law, pending the outcome of such proceedingsProceedings). The amount of any withholding tax 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 Issuer or the Indenture Trustee (at the direction of the Servicer or the Issuer) and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is Tax payable with respect to a distribution (such as a distribution to a non-US U.S. Noteholder), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this clause (b). In the event that a Noteholder wishes to apply for a refund of any such withholding taxTax, the Indenture Trustee shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred. (c) Each NoteholderNoteholder and Note Owner, by its acceptance of its a Note, will be deemed to have consented to the provisions of Section 5.03(b) relating to the priority Priority of payments, and will be further deemed to have acknowledged that no property rights in any amount Payments or the proceeds Acceleration Event Priority of any such amount shall vest in such Noteholder until such amounts have been distributed to such Noteholder pursuant to such provisions; providedPayments, that the foregoing shall not restrict the right of any Noteholder, upon compliance with the provisions hereof, from seeking to compel the performance of the provisions hereof by the parties heretoas applicable. (d) For purposes of federal income, State and local income and franchise and any other income taxesall Tax purposes, each Noteholder, Noteholder and each Note Owner by its acceptance of its a Note, will be deemed to have agreed to, and hereby instructs the Indenture Trustee to, (i) treat the Notes as indebtedness indebtedness. KL2 3395391.6 (e) Each Noteholder and each Note Owner by its acceptance of a Note or an interest in a Note, will be deemed to have agreed to provide the Contributor Indenture Trustee or the Issuer, upon request, with the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. Each Noteholder and Note Owner shall update or replace its consolidated subsidiariespreviously provided Noteholder Tax Identification Information and Noteholder FATCA Information promptly if requested by the Indenture Trustee; provided that nothing herein shall require the Indenture Trustee to make such request. In addition, each Noteholder and each Note Owner will be deemed to agree that the Indenture Trustee has the right to withhold from any amount of interest or other amounts (without any corresponding gross-up) payable to a Noteholder or Note Owner that fails to comply with the foregoing requirements. The Issuer hereby covenants with the Indenture Trustee that the Issuer will cooperate with the Indenture Trustee in obtaining sufficient information so as to enable the Indenture Trustee to (i) determine whether or not the Indenture Trustee is obliged to make any withholding, including FATCA Withholding Tax, in respect of any payments with respect to a Note and (ii) treat the transfer of the Receivables by the Contributor to the Depositor pursuant to the Contribution Agreement as a contribution, (iii) treat the Grant of the Receivables by the Issuer to effectuate any such withholding. The parties agree that the Indenture Trustee pursuant to the Indenture as a pledge and (iv) treat the Issuer as the owner shall be released of the Receivables.any liability arising from properly complying with this Section 5.09

Note Payments. (a) The Indenture Trustee shall pay to each Noteholder of record as of the related Record Date either (i) by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other entity having appropriate facilities therefor, if such Noteholder shall have provided to the Indenture Trustee appropriate written instructions at least five (5) Business Days prior to related Payment Date (which instructions may remain in effect for subsequent Payment Dates unless revoked by such Noteholder), or (ii) if not, by check mailed to such Noteholder at the address of such Noteholder appearing in the Note Register, the amounts to be paid to such Noteholder pursuant to such Noteholder’s 's Notes. (b) In the event that any withholding tax is imposed on the Issuer’s 's payment (or allocations of income) to a Noteholder, such withholding tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax that is legally owed by the Issuer as instructed by the Servicer, in writing in a Monthly Servicer Report (but such authorization shall not prevent the Indenture Trustee from contesting at the expense of the Depositor any such withholding tax in appropriate proceedings, and withholding payment of such withholding 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 distribution (such as a distribution to a non-US Noteholder), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this clause (b). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred. (c) Each Noteholder, by its acceptance of its Note, will be deemed to have consented to the provisions of Section 5.03(b) relating to the priority of payments, and will be further deemed to have acknowledged that no property rights in any amount or the proceeds of any such amount shall vest in such Noteholder until such amounts have been distributed to such Noteholder pursuant to such provisions; provided, that the foregoing shall not restrict the right of any Noteholder, upon compliance with the provisions hereof, from seeking to compel the performance of the provisions hereof by the parties hereto. (d) For purposes of federal income, State and local income and franchise and any other income taxes, each Noteholder, by its acceptance of its Note, will be deemed to have agreed to, and hereby instructs the Indenture Trustee to, (i) treat the Notes as indebtedness of the Contributor and its consolidated subsidiaries, (ii) treat the transfer of the Receivables by the Contributor to the Depositor pursuant to the Contribution Agreement as a contribution, (iii) treat the Grant of the Receivables by the Issuer to the Indenture Trustee pursuant to the Indenture as a pledge and (iv) treat the Issuer as the owner of the Receivables.