Common use of Acquisition of Secured Notes Clause in Contracts

Acquisition of Secured Notes. (a) Unless otherwise specified in the related Trust Supplement, on or prior to the Issuance Date of the Certificates of a series, the Trustee shall execute and deliver the related Note Purchase Agreements in the forms delivered to the Trustee by the Company. The Trustee shall issue and sell such Certificates, in authorized denominations and in such Fractional Undivided Interests, so as to result in the receipt of consideration in an amount equal to the aggregate purchase price of Secured Notes to be held in the applicable Trust as specified in the related Note Purchase Agreements and, concurrently therewith, the Trustee shall purchase, pursuant to the terms and conditions of such Note Purchase Agreements, the Secured Notes (except Postponed Notes, if any) at a purchase price equal to the amount of such consideration so received. Except as provided in Sections 3.3, 3.4 and 3.5 hereof, the Trustee shall not execute, authenticate or deliver Certificates of such series in excess of the aggregate amount specified in this paragraph. The provisions of this Subsection (a) are subject to the provisions of Subsection (b) below. (b) If on or prior to the Issuance Date with respect to a series of Certificates the Company shall deliver to the Trustee a Postponement Notice relating to one or more Postponed Notes, the Trustee shall postpone the purchase of such Postponed Notes and shall deposit into an escrow account (as to such Trust, the "Escrow Account") to be maintained as a part of the related Trust an amount equal to the purchase price of such Postponed Notes (the "Escrowed Funds"). The Escrowed Funds so deposited shall be (i) invested by the Trustee at the direction and risk of the Company in Specified Investments or (ii) if provided in the Trust Supplement relating to such series of Certificates and subject to the terms and conditions set forth therein, invested in debt instruments of the Guarantor or the Company (and guaranteed by the Guarantor), in each case (x) maturing no later than any scheduled Transfer Date relating to such Postponed Notes, or (y) if no such Transfer Date has been scheduled, maturing on the next Business Day, or (z) if subsequent to the giving of the applicable Postponement Notice the Company has given notice to the Trustee that any Postponed Notes will not be issued, thereafter with respect to the portion of the Escrowed Funds relating to such Postponed Notes, maturing on or before the next applicable Special Distribution Date, if such investments are reasonably available for purchase. The Trustee shall make withdrawals from the Escrow Account only as provided in this Agreement. Upon request of the Company on one or more occasions and the satisfaction of the closing conditions specified in the applicable Note Purchase Agreements on or prior to the related Cut-off Date, the Trustee shall purchase the applicable Postponed Notes with the Escrowed Funds withdrawn from the Escrow Account. The Trustee shall hold all Specified Investments until the maturity thereof and will not sell or otherwise transfer Specified Investments. If Specified Investments held in an Escrow Account mature prior to any applicable Transfer Date, any proceeds received on the maturity of such Specified Investments (other than any earnings thereon) shall be reinvested by the Trustee at the direction and risk of, and for the benefit of, the Company in Specified Investments maturing as provided in the preceding paragraph. Any earnings on Specified Investments received from time to time by the Trustee shall be distributed to the Company periodically upon its demand, or if not so distributed, reinvested by the Trustee in Specified Investments maturing as provided in the applicable Trust Supplement or in the second preceding paragraph. The Company shall pay to the Trustee for deposit to the relevant Escrow Account an amount equal to any losses incurred on such Specified Investments made at the direction and risk of such Company. On the Initial Regular Distribution Date in respect of the Certificates of any series, the Company will pay (in immediately available funds) to the Trustee an amount equal to the interest that would have accrued on those Postponed Notes related to such Company, if any, purchased after the Issuance Date as if such Postponed Notes had been purchased on the Issuance Date, from the Issuance Date to, but not including , the date of the purchase of such Postponed Notes by the Trustee, but only to the extent such accrued interest would be payable on the next succeeding payment date, unless otherwise specified in the related Trust Supplement. If, in respect of the Certificates of any series, the Company notifies the Trustee prior to the applicable Cut-off Date that any Postponed Notes will not be issued on or prior to such Cut-off Date for any reason, on the next Special Distribution Date for such Certificates occurring more than 20 days following the date of such notice, unless otherwise specified in the related Trust Supplement, (i) the Company shall pay to the Trustee for deposit in the related Special Payments Account, in immediately available funds, an amount equal to the interest that would have accrued on the Postponed Notes related to the Company designated in such notice at a rate equal to the interest rate applicable to such Certificates from the Issuance Date to, but not including, such Special Distribution Date and (ii) the Trustee shall transfer an amount equal to the sum of that amount of Escrowed Funds that would have been used to purchase the Postponed Notes designated in such notice plus the amount paid by the Company pursuant to the immediately preceding clause (i) to the related Special Payments Account for distribution as a Special Payment in accordance with the provisions hereof. If, on such Cut-off Date, an amount equal to less than all of the Escrowed Funds (other than Escrowed Funds referred to in the immediately preceding paragraph) has been used to purchase Postponed Notes, on the next such Special Distribution Date occurring more than 20 days following such Cut-off Date, unless otherwise specified in the related Trust Supplement, (i) the Company shall pay to the Trustee for deposit in such Special Payments Account, in immediately available funds, an amount equal to the interest that would have accrued on such Postponed Notes related to the Company contemplated to be purchased with such unused Escrowed Funds (other than Escrowed Funds referred to in the immediately preceding paragraph) but not so purchased at a rate equal to the interest rate applicable to such Certificates from the Issuance Date to, but not including, such Special Distribution Date and (ii) the Trustee shall transfer the sum of such unused Escrowed Funds plus the amount paid by the Company pursuant to the immediately preceding clause (i) to such Special Payments Account for distribution as a Special Payment in accordance with the provisions hereof. If the Company shall fail to make any payment due under this Section 2.2, the Guarantor agrees to make such payment in its place.

Acquisition of Secured Notes. (a) Unless otherwise ---------------------------- specified in the related Trust Supplement, on or prior to the Issuance Date of the Certificates of a series, the Trustee shall execute and deliver the related Note Purchase Agreements in the forms delivered to the Trustee by the Applicable Company. The Trustee shall issue and sell such Certificates, in authorized denominations and in such Fractional Undivided Interests, so as to result in the receipt of consideration in an amount equal to the aggregate purchase price of Secured Notes to be held in the applicable Trust as specified in the related Note Purchase Agreements and, concurrently therewith, the Trustee shall purchase, pursuant to the terms and conditions of such Note Purchase Agreements, the Secured Notes (except Postponed Notes, if any) at a purchase price equal to the amount of such consideration so received. Except as provided in Sections 3.3, 3.4 and 3.5 hereof, the Trustee shall not execute, authenticate or deliver Certificates of such series in excess of the aggregate amount specified in this paragraph. The provisions of this Subsection (a) are subject to the provisions of Subsection (b) below. (b) If on or prior to the Issuance Date with respect to a series of Certificates the Applicable Company shall deliver to the Trustee a Postponement Notice relating to one or more Postponed Notes, the Trustee shall postpone the purchase of such Postponed Notes and shall deposit into an escrow account (as to such Trust, the "Escrow Account") to be maintained as a part of the related Trust an amount equal to the purchase price of such Postponed Notes (the "Escrowed Funds"). The Escrowed Funds so deposited shall be (i) invested by the Trustee at the direction and risk of the Applicable Company in Specified Investments or (ii) if provided in the Trust Supplement relating to such series of Certificates and subject to the terms and conditions set forth therein, invested in debt instruments of the Guarantor or the Applicable Company (and guaranteed by the Guarantor), in each case (x) maturing no later than any scheduled Transfer Date relating to such Postponed Notesseries of Certificates, or (y) if no such Transfer Date has been scheduled, maturing on the next Business Day, or (z) if subsequent to the giving of the applicable Postponement Notice the Applicable Company has given notice to the Trustee that any Postponed Notes will not be issued, thereafter with respect to the portion of the Escrowed Funds relating to such Postponed Notes, maturing on or before the next applicable Special Distribution Date, if such investments are reasonably available for purchase. The Trustee shall make withdrawals from the Escrow Account only as provided in this Agreement. Upon request of the Applicable Company on one or more occasions and the satisfaction of the closing conditions specified in the applicable Note Purchase Agreements on or prior to the related Cut-off Date, the Trustee shall purchase the applicable Postponed Notes with the Escrowed Funds withdrawn from the Escrow Account. The Trustee shall hold all Specified Investments until the maturity thereof and will not sell or otherwise transfer Specified Investments. If Specified Investments held in an Escrow Account mature prior to any applicable Transfer Date, any proceeds received on the maturity of such Specified Investments (other than any earnings thereon) shall be reinvested by the Trustee at the direction and risk of, and for the benefit of, the Applicable Company in Specified Investments maturing as provided in the preceding paragraph. Any earnings on Specified Investments received from time to time by the Trustee shall be distributed to the Applicable Company periodically upon its demand, or if not so distributed, reinvested by the Trustee in Specified Investments maturing as provided in the applicable Trust Supplement or in the second preceding paragraph. The Applicable Company shall pay to the Trustee for deposit to the relevant Escrow Account an amount equal to any losses incurred on such Specified Investments made at the direction and risk of such Applicable Company. On the Initial Regular Distribution Date in respect of the Certificates of any series, the Applicable Company will pay (in immediately available funds) to the Trustee an amount equal to the interest that would have accrued on those Postponed Notes related to such Applicable Company, if any, purchased after the Issuance Date as if such Postponed Notes had been purchased on the Issuance Date, from the Issuance Date to, but not including including, the date of the purchase of such Postponed Notes by the Trustee, but only to the extent such accrued interest would be payable on the next succeeding payment date, unless otherwise specified in the related Trust Supplement. If, in respect of the Certificates of any series, the Applicable Company notifies the Trustee prior to the applicable Cut-off Date that any Postponed Notes will not be issued on or prior to such Cut-off Date for any reason, on the next Special Distribution Date for such Certificates occurring more than 20 days following the date of such notice, unless otherwise specified in the related Trust Supplement, (i) the Applicable Company shall pay to the Trustee for deposit in the related Special Payments Account, in immediately available funds, an amount equal to the interest that would have accrued on the Postponed Notes related to the such Applicable Company designated in such notice at a rate equal to the interest rate applicable to such Certificates from the Issuance Date to, but not including, such Special Distribution Date and (ii) the Trustee shall transfer an amount equal to the sum of that amount of Escrowed Funds that would have been used to purchase the Postponed Notes designated in such notice plus the amount paid by the such Applicable Company pursuant to the immediately preceding clause (i) to the related Special Payments Account for distribution as a Special Payment in accordance with the provisions hereof. If, on such Cut-off Date, an amount equal to less than all of the Escrowed Funds (other than Escrowed Funds referred to in the immediately preceding paragraph) has been used to purchase Postponed Notes, on the next such Special Distribution Date occurring more than 20 days following such Cut-off Date, unless otherwise specified in the related Trust Supplement, (i) the Applicable Company shall pay to the Trustee for deposit in such Special Payments Account, in immediately available funds, an amount equal to the interest that would have accrued on such Postponed Notes related to the such Applicable Company contemplated to be purchased with such unused Escrowed Funds (other than Escrowed Funds referred to in the immediately preceding paragraph) but not so purchased at a rate equal to the interest rate applicable to such Certificates from the Issuance Date to, but not including, such Special Distribution Date and (ii) the Trustee shall transfer the sum of such unused Escrowed Funds plus the amount paid by the such Applicable Company pursuant to the immediately preceding clause (i) to such Special Payments Account for distribution as a Special Payment in accordance with the provisions hereof. If the Applicable Company shall fail to make any payment due under this Section 2.2, the Guarantor agrees to make such payment in its place.

Acquisition of Secured Notes. (a) Unless otherwise ---------------------------- specified in the related Trust Supplement, on or prior to the Issuance Date of the Certificates of a series, the Trustee shall execute and deliver the related Note Purchase Agreements in the forms delivered to the Trustee by the Applicable Company. The Trustee shall issue and sell such Certificates, in authorized denominations and in such Fractional Undivided Interests, so as to result in the receipt of consideration in an amount equal to the aggregate purchase price of Secured Notes to be held in the applicable Trust as specified in the related Note Purchase Agreements and, concurrently therewith, the Trustee shall purchase, pursuant to the terms and conditions of such Note Purchase Agreements, the Secured Notes (except Postponed Notes, if any) at a purchase price equal to the amount of such consideration so received. Except as provided in Sections 3.3, 3.4 and 3.5 hereof, the Trustee shall not execute, authenticate or deliver Certificates of such series in excess of the aggregate amount specified in this paragraph. The provisions of this Subsection (a) are subject to the provisions of Subsection (b) below. (b) If on or prior to the Issuance Date with respect to a series of Certificates the Applicable Company shall deliver to the Trustee a Postponement Notice relating to one or more Postponed Notes, the Trustee shall postpone the purchase of such Postponed Notes and shall deposit into an escrow account (as to such Trust, the "Escrow Account") to be maintained as a part of the related Trust an amount equal to the purchase price of such Postponed Notes (the "Escrowed Funds"). The Escrowed Funds so deposited shall be (i) invested by the Trustee at the direction and risk of the Applicable Company in Specified Investments or (ii) if provided in the Trust Supplement relating to such series of Certificates and subject to the terms and conditions set forth therein, invested in debt instruments of the Guarantor or the Applicable Company (and guaranteed by the Guarantor), in each case (x) maturing no later than any scheduled Transfer Date relating to such Postponed Notesseries of Certificates, or (y) if no such Transfer Date has been scheduled, maturing on the next Business Day, or (z) if subsequent to the giving of the applicable Postponement Notice the Applicable Company has given notice to the Trustee that any Postponed Notes will not be issued, thereafter with respect to the portion of the Escrowed Funds relating to such Postponed Notes, maturing on or before the next applicable Special Distribution Date, if such investments are reasonably available for purchase. The Trustee shall make withdrawals from the Escrow Account only as provided in this Agreement. Upon request of the Applicable Company on one or more occasions and the satisfaction of the closing conditions specified in the applicable Note Purchase Agreements on or prior to the related Cut-off Date, the Trustee shall purchase the applicable Postponed Notes with the Escrowed Funds withdrawn from the Escrow Account. The Trustee shall hold all Specified Investments until the maturity thereof and will not sell or otherwise transfer Specified Investments. If Specified Investments held in an Escrow Account mature prior to any applicable Transfer Date, any proceeds received on the maturity of such Specified Investments (other than any earnings thereon) shall be reinvested by the Trustee at the direction and risk of, and for the benefit of, the Applicable Company in Specified Investments maturing as provided in the preceding paragraph. Any earnings on Specified Investments received from time to time by the Trustee shall be distributed to the Applicable Company periodically upon its demand, or if not so distributed, reinvested by the Trustee in Specified Investments maturing as provided in the applicable Trust Supplement or in the second preceding paragraph. The Applicable Company shall pay to the Trustee for deposit to the relevant Escrow Account an amount equal to any losses incurred on such Specified Investments made at the direction and risk of such Applicable Company. On the Initial Regular Distribution Date in respect of the Certificates of any series, the Applicable Company will pay (in immediately available funds) to the Trustee an amount equal to the interest that would have accrued on those these Postponed Notes related to such Applicable Company, if any, purchased after the Issuance Date as if such Postponed Notes had been purchased on the Issuance Date, from the Issuance Date to, but not including including, the date of the purchase of such Postponed Notes by the Trustee, but only to the extent such accrued interest would be payable on the next succeeding payment date, unless otherwise specified in the related Trust Supplement. If, in respect of the Certificates of any series, the Applicable Company notifies the Trustee prior to the applicable Cut-off Date that any Postponed Notes will not be issued on or prior to such Cut-off Date for any reason, on the next Special Distribution Date for such Certificates occurring more than 20 days following the date of such notice, unless otherwise specified in the related Trust Supplement, (i) the Applicable Company shall pay to the Trustee for deposit in the related Special Payments Account, in immediately available funds, an amount equal to the interest that would have accrued on the Postponed Notes related to the such Applicable Company designated in such notice at a rate equal to the interest rate applicable to such Certificates from the Issuance Date to, but not including, such Special Distribution Date and (ii) the Trustee shall transfer an amount equal to the sum of that amount of Escrowed Funds that would have been used to purchase the Postponed Notes designated in such notice plus the amount paid by the such Applicable Company pursuant to the immediately preceding clause (i) to the related Special Payments Account for distribution as a Special Payment in accordance with the provisions hereof. If, on such Cut-off Date, an amount equal to less than all of the Escrowed Funds (other than Escrowed Funds referred to in the immediately preceding paragraph) has been used to purchase Postponed Notes, on the next such Special Distribution Date occurring more than 20 days following such Cut-off Date, unless otherwise specified in the related Trust Supplement, (i) the Applicable Company shall pay to the Trustee for deposit in such Special Payments Account, in immediately available funds, an amount equal to the interest that would have accrued on such Postponed Notes related to the such Applicable Company contemplated to be purchased with such unused Escrowed Funds (other than Escrowed Funds referred to in the immediately preceding paragraph) but not so purchased at a rate equal to the interest rate applicable to such Certificates from the Issuance Date to, but not including, such Special Distribution Date and (ii) the Trustee shall transfer the sum of such unused Escrowed Funds plus the amount paid by the such Applicable Company pursuant to the immediately preceding clause (i) to such Special Payments Account for distribution as a Special Payment in accordance with the provisions hereof. If the Applicable Company shall fail to make any payment due under this Section 2.2, the Guarantor agrees to make such payment in its place.