Common use of Covenant to Repay Clause in Contracts

Covenant to Repay. 4.1 The Master Issuer covenants with the Note Trustee that it will, in accordance with these presents, on the due date for the final maturity of each Series and Class of the Series [2006-2] Notes, or on such earlier date as the same or any part thereof may become due and repayable thereunder, in accordance with the Issuer Conditions, pay or procure to be paid unconditionally to or to the order of the Note Trustee in the Specified Currency, in immediately available funds or same day funds, as applicable, the principal amount of such Series and Class of the Series [2006-2] Notes, repayable on that date. The Master Issuer shall in the meantime and until all such payments (both before and after any judgment or other order of a court of competent jurisdiction) are duly made (subject to the provisions of the Issuer Conditions), pay or procure to be paid unconditionally to or to the order of the Note Trustee as aforesaid, interest (which shall accrue from day to day) on 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 case may be) calculated from time to time in accordance with, or specified in, and on the dates provided for in the Issuer Conditions (subject to Clause 2.6 (Interest following Default) of the Principal Issuer Trust Deed), provided that; (a) every payment of principal or interest in respect of any Series and Class of the Series [2006-2] Notes, made to or to the account of the Principal Paying Agent in the 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 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) in any case where payment of the whole or any part of the 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 or (if earlier) the 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 or after the respective due dates expressed for such Issuer Notes, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of the Noteholder.

Covenant to Repay. 4.1 (a) The Master Issuer Trustee covenants with the Note Trustee that it the Trustee will, in accordance with these presents, on the due date for the final maturity of each Series and Class terms of the Series [2006-2] 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 and Condition 6) on: -------------------------------------------------------------------------------- Page 5 Note Trust ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- (i) the Maturity Date of the Class A Notes, or on such ; or (ii) each earlier date as the same Class A Notes, or any part thereof of them, may become due and repayable thereunder, (whether in accordance with the Issuer Conditionsfull or in part), pay or procure to be paid unconditionally to or to the order of the Note Trustee in [US$ in London] for immediate value the Specified Currencyprincipal amount of the Class A Notes repayable, or in immediately available funds or same day funds, as applicablethe case of a partial payment of the Class A Notes, the principal amount of such Series payable, subject to and Class in accordance with the terms of the Series [2006-2] NotesClass A Notes (including the Conditions). (b) Subject to clause 2.3 and to the terms of the Class A Notes (including the Conditions) and the Transaction Documents, repayable on that date. The Master Issuer shall in the meantime and until all such payments (both any payment as well after as before and after any judgment or other order of a court of competent jurisdiction) are duly made (subject to jurisdiction the provisions of the Issuer Conditions), Trustee shall pay or procure to be paid unconditionally to or to the order of the Note Trustee as aforesaid, interest Trustee: (which shall accrue from day to dayi) on the Principal Amount Outstanding of such Series and Class of the Series [2006-2] Notesany interest, at the respective rates and/or in amounts set out in or (as the case may be) calculated from time to time time, in accordance with, or specified in, with and on the dates provided for in the Issuer Conditions (subject to Clause 2.6 (Interest following Default) of the Principal Issuer Trust Deed), provided that;Conditions; and (aii) every payment of principal or interest in respect of any Series payable at the times and Class of the Series [2006-2] Notes, made to or to the account of the Principal Paying Agent in the 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 amounts as may be determined in accordance with 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);Condition 5. (c) in any case where payment The Note Trustee shall hold the benefit of the whole or any part covenant in this clause 2.2, and all other rights of the principal amount of any Series [2006-2] Note is improperly withheld or refused upon due presentation thereof (if so provided in Class A Noteholders under 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 or (if earlier) the 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] A Notes, on or after the respective due dates expressed for such Issuer Notes, or to bring suit trust for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent benefit of the NoteholderClass A Noteholders.

Covenant to Repay. 4.1 (a) The Master Issuer covenants with that the Note Trustee that it Issuer will, in accordance with these presents, on the due date for terms of any Class A Offered Notes (including the final maturity of each Series Conditions) and Class the Transaction Documents (and subject to the terms of the Series [2006Transaction Documents and Note Trust Deed SMHL Global Fund [ ]-[ ] the Conditions, including, without limitation, clauses 19 and 45 of this deed and Condition 5) at the direction of the Manager on: (1) the Final Maturity Date of the Class A Offered Notes; or (2] ) each earlier date as those Class A Offered Notes, or on such earlier date as the same or any part thereof of them, may become due and repayable thereunder(whether in full or in part), in accordance with the Issuer Conditionspay, pay or procure to be paid paid, unconditionally to in accordance with this deed to, or to the order of of, the Note Trustee in the Specified CurrencyRelevant Class A Currency in New York (in the case of the Class A[ ] Notes) [or London (in the case of the Class A[ ] Notes)], for immediate value the principal amount of those Class A Offered Notes repayable, or in immediately available funds or same day funds, as applicablethe case of a partial payment of those Class A Offered Notes, the principal amount payable, subject to and in accordance with the terms of such Series those Class A Offered Notes (including the Conditions). (b) Subject to clause 2.3 and Class to the terms of the Series [2006-2] Class A Offered Notes (including the Conditions and in particular Condition 6 of the Notes) and the Transaction Documents (including clauses 19 and 45 of this deed and Condition 5), repayable on that date. The Master Issuer shall in the meantime and until all such payments (both any payment as well after as before and after any judgment or other order of a court of competent jurisdiction) are duly made (subject to , the provisions Issuer shall, at the direction of the Issuer Conditions)Manager, duly and punctually pay or procure to be paid unconditionally in accordance with this deed to or to the order of the Note Trustee as aforesaid, interest (which shall accrue from day to day) on the Principal Amount Outstanding of such Series and Class of the Series [2006-2] Notesany interest, at the respective rates and/or in amounts set out in or (as the case may be) and calculated from time to time in accordance with, or specified in, with and payable on the dates provided for in the Issuer Conditions (subject to Clause 2.6 (Interest following Default) of the Principal Issuer Trust Deed), provided that; (a) every payment of principal or interest in respect of any Series and Class of the Series [2006-2] Notes, made to or to the account of the Principal Paying Agent in the 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 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) in any case where payment of the whole or any part of the 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 or (if earlier) the 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 or after the respective due dates expressed for such Issuer Notes, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of the Noteholder.

Covenant to Repay. 4.1 (a) The Master Issuer Trustee covenants with the Note Trustee that it the Trustee will, in accordance with these presents, on the due date for the final maturity of each Series and Class terms of the Series [2006-2] NotesUS$ Notes (including the relevant Conditions) and the Transaction Documents (and subject to the terms of the Transaction Documents and the relevant Conditions, or on such including clause 29 of this deed and relevant Condition 6) at the direction of the Trust Manager on: (i) the Maturity Date; or (ii) each earlier date as the same US$ Notes, or any part thereof of them, may become due 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 New York City in same day funds the Principal Amount of each Class of US$ Notes repayable or, in the case of a partial payment of the US$ Notes, the -------------------------------------------------------------------------------- Page 5 Note Trust ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------------------------------------------------------- Principal Payment repayable, subject to and repayable thereunder, in accordance with the Issuer terms of 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 the Transaction Documents (including clause 29 of this deed)), the Trustee shall, at the direction of the Trust Manager, pay or procure to be paid unconditionally to or to the order of the Note Trustee in the Specified Currency, in immediately available funds or same day funds, as applicable, the principal amount of such Series and Class of the Series [2006-2] Notes, repayable on that date. The Master Issuer shall in the meantime and until all such payments (both before and after any judgment or other order of a court of competent jurisdiction) are duly made (subject to the provisions of the Issuer Conditions), pay or procure to be paid unconditionally to or to the order of the Note Trustee as aforesaid, interest (which shall accrue from day to day) on 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 case may be) calculated from time to time in accordance with, or specified in, and on the dates provided for in the Issuer Conditions (subject to Clause 2.6 (Interest following Default) of the Principal Issuer Trust Deed), provided that;Trustee: (ai) every payment of principal or any interest in respect of any Series and Class of the Series [2006-2] Notes, made to or to the account of the Principal Paying Agent in the 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 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) in any case where payment of the whole or any part of the 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 respective rates aforesaidcalculated from time to time, from in accordance with and including on the date of such withholding or refusal up to and including the date on which, upon further presentation of dates provided for in the relevant Issuer Note, such Conditions; and (ii) principal amount due (including interest as aforesaid) is paid to payable at the Noteholders or (if earlier) times and in the seventh day after notice is given to the Noteholders amounts provided for in accordance with the Issuer Conditions that relevant Conditions. (c) The Note Trustee shall hold the full amount (including interest as aforesaid) payable in respect benefit of the principal amount is available for paymentcovenant in this clause 2.2, provided thatthe covenants in clause 11, 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 all other provision of these presents, pursuant to Section 316(b) rights of the Trust Indenture Act, US$ Noteholders under the right of any Noteholder to receive payment of principal and interest on any Series and Class of the Series [2006-2] US$ Notes, on or after the respective due dates expressed for such Issuer Notes, or to bring suit trust for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent benefit of the NoteholderUS$ Noteholders.

Covenant to Repay. 4.1 (a) The Master Issuer Trustee covenants with the Note Trustee that it the Trustee will, in accordance with these presents, on the due date for the final maturity of each Series and Class terms of the Series [2006-2] NotesOffshore Notes (including the relevant Conditions) and the Transaction Documents (and subject to the terms of the Transaction Documents and the relevant Conditions, or on such including clause 29 of this deed and the relevant Condition 6) at the direction of the Manager on: (i) the Final Maturity Date; or (ii) each earlier date as the same Offshore Notes, or any part thereof of them, may become due and repayable thereunder, (whether in accordance with the Issuer Conditionsfull 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 New York for immediate value the principal amount of those Class A-1 Notes repayable, or in the Specified Currency, in immediately available funds or same day funds, as applicablecase of a partial payment of those Class A-1 Notes, the principal amount payable, subject to and in accordance with the terms of such Series those 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 Series Offshore Notes (including the relevant Conditions and in particular the relevant Condition 6) and the Transaction Documents Note Trust Deed [2006-2▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LOGO] Notes-------------------------------------------------------------------------------- (including clause 29 of this deed), repayable on that date. The Master Issuer shall in the meantime and until all such payments (any payment both before and as well as after any judgment or other order of a court of competent jurisdiction) are duly made (subject to , the provisions Trustee shall, at the direction of the Issuer Conditions)Manager, pay or procure to be paid unconditionally in accordance with this deed to or to the order of the Note Trustee as aforesaid, Trustee: (i) any interest (which shall accrue from day to day) on the Principal Amount Outstanding of such Series and Class of the Series [2006-2] Offshore Notes, at the respective rates and/or in amounts set out in or (as the case may be) calculated from time to time time, in accordance with, or specified in, with and on the dates provided for in the Issuer Conditions (subject to Clause 2.6 (Interest following Default) of the Principal Issuer Trust Deed), provided that;relevant Conditions; and (aii) every payment of principal or interest in respect of any Series payable on the Offshore Notes at the times and Class of the Series [2006-2] Notes, made to or to the account of the Principal Paying Agent in the manner amounts 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 for in accordance with the Issuer relevant 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) in any case where payment of the whole or any part of the 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 or (if earlier) the 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 or after the respective due dates expressed for such Issuer Notes, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of the Noteholder.

Covenant to Repay. 4.1 (a) The Master Issuer Trustee covenants with the Note Trustee that it the Trustee will, in accordance with these presents, on the due date for the final maturity of each Series and Class terms of the Series [2006-2] NotesOffshore Notes (including the relevant Conditions) and the Transaction Documents (and subject to the terms of the Transaction Documents and the relevant Conditions, or on such including clause 29 of this deed and the relevant Condition 6) at the direction of the Manager on: (i) the Final Maturity Date; or (ii) each earlier date as the same Offshore Notes, or any part thereof of them, may become due and repayable thereunder, (whether in accordance with the Issuer Conditionsfull 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 New York for immediate value the principal amount of those Class A-1 Notes repayable, or in the Specified Currency, in immediately available funds or same day funds, as applicablecase of a partial payment of those Class A-1 Notes, the principal amount payable, subject to and in accordance with the terms of such Series those 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 Series [2006-2] NotesOffshore Notes (including the relevant Conditions and in particular the relevant Condition 6) and the Transaction Documents (including clause 29 of this deed), repayable on that date. The Master Issuer shall in the meantime and until all such payments (any payment both before and as well as after any judgment or other order of a court of competent jurisdiction) are duly made (subject to , the provisions Trustee shall, at the direction of the Issuer Conditions)Manager, pay or procure to be paid unconditionally in accordance with this deed to or to the order of the Note Trustee as aforesaid, Trustee: (i) any interest (which shall accrue from day to day) on the Principal Amount Outstanding of such Series and Class of the Series [2006-2] Offshore Notes, at the respective rates and/or in amounts set out in or (as the case may be) calculated from time to time time, in accordance with, or specified in, with and on the dates provided for in the Issuer Conditions (subject to Clause 2.6 (Interest following Default) of the Principal Issuer Trust Deed), provided that;relevant Conditions; and (aii) every payment of principal or interest in respect of any Series payable on the Offshore Notes at the times and Class of the Series [2006-2] Notes, made to or to the account of the Principal Paying Agent in the manner amounts 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 for in accordance with the Issuer relevant 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 . -------------------------------------------------------------------------------- Page 7 + 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) in any case where payment of the whole or any part of the 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 or (if earlier) the 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 or after the respective due dates expressed for such Issuer Notes, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of the Noteholder.Deed Allens Arthur Robins▇▇ --------------------------------------------------------------------------------

Covenant to Repay. 4.1 (a) The Master Issuer Trustee covenants with the Note Trustee that it the Trustee will, in accordance with these presents, on the due date for the final maturity of each Series and Class terms of the Series [2006-2] NotesClass A Notes (including the relevant Conditions) and the Transaction Documents (and subject to the terms of the Transaction Documents and the relevant Conditions, or on such including clause 29 of this deed and relevant Condition 6) at the direction of the Trust Manager on: (i) the Maturity Date; or (ii) each earlier date as the same Class A Notes, or any part thereof of them, may become due repayable (whether in full or in part), Note Trust ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- pay or procure to be paid unconditionally in accordance with this deed to or to the order of the Note Trustee in US$ in New York City in same day funds the Principal Amount of the Class A Notes repayable or, in the case of a partial payment of the Class A Notes, the Principal Payment repayable, subject to and repayable thereunder, in accordance with the Issuer terms of the Class A Notes (including the relevant Conditions). (b) Subject to clause 2.3 and to the terms of the Class A Notes (including the relevant Conditions and the Transaction Documents (including clause 29 of this deed)), the Trustee shall, at the direction of the Trust Manager, pay or procure to be paid unconditionally to or to the order of the Note Trustee in the Specified Currency, in immediately available funds or same day funds, as applicable, the principal amount of such Series and Class of the Series [2006-2] Notes, repayable on that date. The Master Issuer shall in the meantime and until all such payments (both before and after any judgment or other order of a court of competent jurisdiction) are duly made (subject to the provisions of the Issuer Conditions), pay or procure to be paid unconditionally to or to the order of the Note Trustee as aforesaid, interest (which shall accrue from day to day) on 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 case may be) calculated from time to time in accordance with, or specified in, and on the dates provided for in the Issuer Conditions (subject to Clause 2.6 (Interest following Default) of the Principal Issuer Trust Deed), provided that;Trustee: (ai) every payment of principal or any interest in respect of any Series and Class of the Series [2006-2] Notes, made to or to the account of the Principal Paying Agent in the 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 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) in any case where payment of the whole or any part of the 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 respective rates aforesaidcalculated from time to time, from in accordance with and including on the date of such withholding or refusal up to and including the date on which, upon further presentation of dates provided for in the relevant Issuer Note, such Conditions; and (ii) principal amount due (including interest as aforesaid) is paid to payable at the Noteholders or (if earlier) times and in the seventh day after notice is given to the Noteholders amounts provided for in accordance with the Issuer Conditions that relevant Conditions. (c) The Note Trustee shall hold the full amount (including interest as aforesaid) payable in respect benefit of the principal amount is available for paymentcovenant in this clause 2.2, provided thatthe covenants in clause 11, 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 all other provision of these presents, pursuant to Section 316(b) rights of the Trust Indenture Act, Class A Noteholders under the right of any Noteholder to receive payment of principal and interest on any Series and Class of the Series [2006-2] A Notes, on or after the respective due dates expressed for such Issuer Notes, or to bring suit trust for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent benefit of the NoteholderClass A Noteholders.

Covenant to Repay. 4.1 (a) The Master Issuer Trustee covenants with the Note Trustee that it the Trustee will, in accordance with these presents, on the due date for terms of any US$ Notes (including the final maturity of each Series Conditions) and Class the Transaction Documents (and subject to the terms of the Series [2006-2] 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 on such earlier date as the same or any part thereof of them, may become due and repayable thereunder, (whether in accordance with the Issuer Conditionsfull 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 Specified Currencyprincipal amount of those US$ Notes repayable, or in immediately available funds or same day funds, as applicablethe case of a partial payment of those US$ Notes, the principal amount payable, subject to and in accordance with the terms of such Series those US$ Notes (including the Conditions). (b) Subject to clause 2.3 and Class to the terms of the Series [2006-2] NotesUS$ Notes (including the Conditions and in particular Condition 6) and the Transaction Documents (including clause 29), repayable on that date. The Master Issuer shall in the meantime and until all such payments (both any payment as well after as before and after any judgment or other order of a court of competent jurisdiction) are duly made (subject to jurisdiction the provisions Trustee shall, at the direction of the Issuer Conditions)Manager, pay or procure to be paid unconditionally in accordance with this deed to or to the order of the Note Trustee as aforesaid, interest Trustee: (which shall accrue from day to dayi) on the Principal Amount Outstanding of such Series and Class of the Series [2006-2] Notesany interest, at the respective rates and/or in amounts set out in or (as the case may be) calculated from time to time time, in accordance with, or specified in, with and on the dates provided for in the Issuer Conditions (subject to Clause 2.6 (Interest following Default) of the Principal Issuer Trust Deed), provided that;Conditions; and -------------------------------------------------------------------------------- PAGE 7 NOTE TRUST DEED ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- (aii) every payment of principal or interest in respect of any Series payable at the times and Class of the Series [2006-2] Notes, made to or to the account of the Principal Paying Agent in the 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 amounts as may be determined in accordance with 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);Condition 5. (c) in any case where payment The Note Trustee shall hold the benefit of the whole or any part covenant in this clause 2.2, and all other rights of the principal amount of any Series [2006-2] Note is improperly withheld or refused upon due presentation thereof (if so provided in US$ Noteholders under 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 or (if earlier) the 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] US$ Notes, on or after the respective due dates expressed for such Issuer Notes, or to bring suit trust for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent benefit of the NoteholderUS$ Noteholders.