Common use of Note Distribution Account Clause in Contracts

Note Distribution Account. (a) On each Payment Date, as applicable, the Indenture Trustee shall (based solely on the information contained in the Servicer's Certificate delivered on the related Determination Date) cause to be made the following distribution of all amounts on deposit in the Note Distribution Account to each Noteholder of record on the preceding Record Date in the following order of priority: (i) first, the Interest Payment Amount for such Payment Date and the Interest Carryover Shortfall, if any; (ii) second, the Principal Payment Amount for such Payment Date and the Principal Carryover Shortfall, if any; and (iii) third, on or prior to the OC Stabilization Date, as principal, until the Target Overcollateralization Amount is reached. (b) On each Payment Date, the Indenture Trustee shall send to each Noteholder the statement provided to the Indenture Trustee by the Servicer pursuant to Section 4.10 hereof. (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 Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, 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 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 (c). 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 (including legal fees and expenses) incurred. (d) Subject to Section 10.1 respecting the final payment upon retirement of each Note, and provided that the Indenture Trustee has received the applicable Servicer's Certificate, on each Payment Date, the Indenture Trustee shall distribute to each Noteholder of record on the preceding Record Date the distributions required to be made to such Noteholders in accordance with the terms of the Related Documents either (i) 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 holds Notes representing at least $1,000,000 in Class A Notes as of the Closing Date, and if such Noteholder shall have provided to the Indenture Trustee appropriate instructions not later than the Determination Date, or (ii) by check mailed to such Noteholder at the address of such Holder appearing in the Note Register.

Note Distribution Account. (a) On each Payment Date, as applicable, the Indenture Trustee shall (based solely on the information contained in the Servicer's Certificate delivered on the related Determination Date) cause to be made the following distribution of all amounts on deposit in the Note Distribution Account to each Noteholder of record on the preceding Record Date in the following order of priority: (i) firstFIRST, the Interest Payment Amount for such Payment Date and the Interest Carryover Shortfall, if any; (ii) secondSECOND, the Principal Payment Amount for such Payment Date and the Principal Carryover Shortfall, if any; and (iii) thirdTHIRD, on or prior to the OC Stabilization Date, as principal, until the Target Overcollateralization Amount is reached. (b) On each Payment Date, the Indenture Trustee shall send to each Noteholder the statement provided to the Indenture Trustee by the Servicer pursuant to Section SECTION 4.10 hereof. (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 Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, 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 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 (c). 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 (including legal fees and expenses) incurred. (d) Subject to SectionSECTION 10.1 respecting the final payment upon retirement of each Note, and provided that the Indenture Trustee has received the applicable Servicer's Certificate, on each Payment Date, the Indenture Trustee shall distribute to each Noteholder of record on the preceding Record Date the distributions required to be made to such Noteholders in accordance with the terms of the Related Documents either (i) 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 holds Notes representing at least $1,000,000 in Class A Notes as of the Closing Date, and if such Noteholder shall have provided to the Indenture Trustee appropriate instructions not later than the Determination Date, or (ii) by check mailed to such Noteholder at the address of such Holder appearing in the Note Register.