Common use of Accounts Payments Clause in Contracts

Accounts Payments. (a) On or before the Closing Date, the Borrowers shall establish and maintain with Wachovia an account (as more specifically identified on Schedule 1 hereto, the “Collection Account”) into which all Income, CDO Equity Distributions and other amounts required to be paid pursuant to this Agreement shall be deposited and ARCM shall establish and maintain with Wachovia an account into which all CDO Management Fees shall be deposited (as more specifically identified on Schedule 1 hereto, the “CDO Management Fee Account”). The Collection Account and the CDO Management Fee Account shall be established at Wachovia’s Charlotte, North Carolina location. The Collection Account shall be in the name of one (1) or more Borrowers and the CDO Management Fee Account shall be established in the name of ARCM. The Collection Account shall be for the benefit of each beneficiary of the security interest in favor of the Administrative Agent and for the benefit of each Borrower (but only to the extent any such Borrower is entitled to any cash flow in accordance with Subsection 2.7(b) hereof). The Administrative Agent shall invest any cash deposited in the Collection Account in such Permitted Investments as a Borrower shall direct the Administrative Agent in writing. The CDO Management Fee Account shall be for the benefit of each beneficiary of the security interest in favor of the Administrative Agent and for the benefit of ARCM (but only to the extent ARCM is entitled to any cash flow in accordance with Subsection 2.7(b) hereof). (b) The Administrative Agent shall be entitled to receive on behalf of the Lenders and the other Affected Parties an amount equal to all Income paid or distributed on or in respect of the Collateral, the Required Payments and all other payments and amounts required or permitted hereunder or under the other Loan Documents, which amounts shall be deposited by the Borrowers and all other applicable Persons into the Collection Account or the CDO Management Fee Account, as applicable. On or before each Payment Date and on such other dates as the Administrative Agent may determine in its discretion, the Administrative Agent shall transfer all amounts on deposit in the CDO Management Fee Account to the Collection Account. On each Payment Date, any amounts on deposit in the Collection Account shall be withdrawn by the Administrative Agent and shall be applied as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Loan Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Loan Documents; SECOND, pro rata to the Lenders to the payment of any expenses, costs, advances and other obligations then due and owing by the Borrowers to the Lenders under the Loan Documents (including, without limitation, reasonable attorneys’ fees and costs), other than amounts described in any subsequent clause of this Section 2.7;

Accounts Payments. (a) On or before prior to the Closing Date, the Borrowers Issuer shall cause the Servicer to establish and maintain with Wachovia an account (as more specifically identified on Schedule 1 heretomaintain, the “Collection Account”) into which all Income, CDO Equity Distributions and other amounts required to be paid pursuant to this Agreement shall be deposited and ARCM shall establish and maintain with Wachovia an account into which all CDO Management Fees shall be deposited (as more specifically identified on Schedule 1 hereto, the “CDO Management Fee Account”). The Collection Account and the CDO Management Fee Account shall be established at Wachovia’s Charlotte, North Carolina location. The Collection Account shall be in the name of one (1) or more Borrowers and the CDO Management Fee Account shall be established in the name of ARCM. The Collection Account shall be Indenture Trustee, for the benefit of each beneficiary the Securityholders, the Accounts as provided in Article IV of the security interest in favor of the Administrative Agent Sale and for the benefit of each Borrower (but only to the extent any such Borrower is entitled to any cash flow in accordance with Subsection 2.7(b) hereof). The Administrative Agent shall invest any cash deposited in the Collection Account in such Permitted Investments as a Borrower shall direct the Administrative Agent in writing. The CDO Management Fee Account shall be for the benefit of each beneficiary of the security interest in favor of the Administrative Agent and for the benefit of ARCM (but only to the extent ARCM is entitled to any cash flow in accordance with Subsection 2.7(b) hereof)Servicing Agreement. (b) The Administrative Agent On each Deposit Date, the Indenture Trustee shall be entitled to receive on behalf cause all withdrawals, deposits, transfers and distributions provided for in Section 4.5(b) of the Lenders Sale and the other Affected Parties an amount equal Servicing Agreement to all Income paid or distributed on or in respect of the Collateralbe made. On each Deposit Date, the Required Payments and all other payments and amounts required or permitted hereunder or under Indenture Trustee shall make the other Loan Documents, which amounts shall be deposited by the Borrowers and all other applicable Persons into distributions from the Collection Account or provided for in Section 4.5(c) of the CDO Management Fee Account, as applicable. Sale and Servicing Agreement. (c) On or before each Payment Date and on such other dates as the Administrative Agent may determine in its discretionDistribution Date, the Administrative Agent Indenture Trustee shall transfer distribute all amounts on deposit in the CDO Management Fee Note Distribution Account in accordance with the Servicer's Certificate, to the Noteholders 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) (A) first, to accrued and unpaid interest on the Class A Notes; provided, however, that if there are not sufficient funds in the Note Distribution Account to pay the Collection Account. On each Payment Dateentire amount of accrued and unpaid interest then due on the Class A Notes, any amounts on deposit the amount in the Collection Note Distribution Account shall be withdrawn by the Administrative Agent and shall be applied as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) such interest on each Note of each class of the Administrative Agent in connection with enforcing Class A Notes pro rata on the rights basis of the Lenders under respective aggregate amount of interest due on each such class of Class A Notes; and (B) second, unless otherwise provided in clause (iii) below, to accrued and unpaid interest on the Loan Documents Class B Notes; provided, however, that if there are not sufficient funds in the Note Distribution Account (after the payment of all accrued and unpaid interest on the Class A Notes) to pay the entire amount of accrued and unpaid interest then due on the Class B Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each of the Class B Notes pro rata on the basis of the aggregate amount of interest due on each such Class B Note; (ii) unless otherwise provided in clause (iii) below, the Principal Payment Amount shall be applied on each Distribution Date, as follows: (A) first, 100% of the Principal Payment Amount to principal of the Class A Notes, all of which shall be paid to principal of the Class A-1 Notes until paid in full, then to principal of the Class A-2 Notes until paid in full and then to principal of the Class A-3 Notes until paid in full, and (B) thereafter, 100% of the Principal Payment Amount to principal of the Class B Notes; (iii) if the Notes have been declared immediately due and payable as provided in Section 5.2(a) following the occurrence of an Event of Default or if any protective advances made by Notes remain unpaid after the Administrative Agent applicable Final Scheduled Payment Date, until such time as the Class A Notes have been paid in full and this Indenture has been discharged with respect to the Collateral under or pursuant Class A Notes, any amounts remaining in the Note Distribution Account on any Distribution Date after the application described in Section 8.2(c)(i) (A) shall be applied in the following priority: (1) to the terms repayment of principal on each of the Loan Documents; SECOND, Class A Notes pro rata on the basis of the respective unpaid principal amount of each such Class A Note; (2) to the Lenders repayment of interest on each of the Class B Notes pro rata on the basis of the amount of interest due and unpaid on each such Class B Note; and (3) to the payment repayment of any expenses, costs, advances and other obligations then due and owing by principal on each of the Borrowers to Class B Notes pro rata on the Lenders under basis of the Loan Documents (including, without limitation, reasonable attorneys’ fees and costs), other than amounts described in any subsequent clause unpaid principal amount of this Section 2.7;each such Class B Note.

Accounts Payments. (a) On or before prior to the Closing Date, the Borrowers Issuer shall cause the Servicer to establish and maintain with Wachovia an account (as more specifically identified on Schedule 1 heretomaintain, the “Collection Account”) into which all Income, CDO Equity Distributions and other amounts required to be paid pursuant to this Agreement shall be deposited and ARCM shall establish and maintain with Wachovia an account into which all CDO Management Fees shall be deposited (as more specifically identified on Schedule 1 hereto, the “CDO Management Fee Account”). The Collection Account and the CDO Management Fee Account shall be established at Wachovia’s Charlotte, North Carolina location. The Collection Account shall be in the name of one (1) or more Borrowers and the CDO Management Fee Account shall be established in the name of ARCM. The Collection Account shall be Indenture Trustee, for the benefit of each beneficiary the Securityholders, the Accounts as provided in Article IV of the security interest in favor of the Administrative Agent Sale and for the benefit of each Borrower (but only to the extent any such Borrower is entitled to any cash flow in accordance with Subsection 2.7(b) hereof). The Administrative Agent shall invest any cash deposited in the Collection Account in such Permitted Investments as a Borrower shall direct the Administrative Agent in writing. The CDO Management Fee Account shall be for the benefit of each beneficiary of the security interest in favor of the Administrative Agent and for the benefit of ARCM (but only to the extent ARCM is entitled to any cash flow in accordance with Subsection 2.7(b) hereof)Servicing Agreement. (b) The Administrative Agent On each Deposit Date, the Indenture Trustee shall be entitled to receive on behalf cause all withdrawals, deposits, transfers and distributions provided for in Section 4.5(b) of the Lenders Sale and the other Affected Parties an amount equal Servicing Agreement to all Income paid or distributed on or in respect of the Collateralbe made. On each Deposit Date, the Required Payments and all other payments and amounts required or permitted hereunder or under Indenture Trustee shall make the other Loan Documents, which amounts shall be deposited by the Borrowers and all other applicable Persons into distributions from the Collection Account or provided for in Section 4.5(c) of the CDO Management Fee Account, as applicable. Sale and Servicing Agreement. (c) On or before each Payment Date and on such other dates as the Administrative Agent may determine in its discretionDistribution Date, the Administrative Agent Indenture Trustee shall transfer distribute all amounts on deposit in the CDO Management Fee Note Distribution Account in accordance with the Servicer's Certificate, to the Noteholders 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) (A) first, to accrued and unpaid interest on the Class A Notes; PROVIDED, HOWEVER, that if there are not sufficient funds in the Note Distribution Account to pay the Collection Account. On each Payment Dateentire amount of accrued and unpaid interest then due on the Class A Notes, any amounts on deposit the amount in the Collection Note Distribution Account shall be withdrawn by the Administrative Agent and shall be applied as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) such interest on each Note of each class of the Administrative Agent in connection with enforcing Class A Notes pro rata on the rights basis of the Lenders under respective aggregate amount of interest due on each such class of Class A Notes; and (B) second, unless otherwise provided in clause (iv) below, to accrued and unpaid interest on the Loan Documents Class B Notes; PROVIDED, HOWEVER, that if there are not sufficient funds in the Note Distribution Account (after the payment of all accrued and unpaid interest on the Class A Notes) to pay the entire amount of accrued and unpaid interest then due on the Class B Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each of the Class B Notes pro rata on the basis of the aggregate amount of interest due on each such Class B Note; (ii) unless otherwise provided in clause (iii) or (iv) below, the Principal Payment Amount shall be applied on each Distribution Date, as follows: (A) first, 100% of the Principal Payment Amount to principal of the Class A-1 Notes, until paid in full, and (B) thereafter, (1) the Class A Principal Percentage of the Principal Payment Amount to principal of the Class A Notes, all of which shall be paid to principal of the Class A-2 Notes until paid in full, then to principal of the Class A-3 Notes until paid in full and then to principal of the Class A-4 Notes until paid in full, and (2) the Class B Principal Percentage of the Principal Payment Amount to principal of the Class B Notes. (iii) unless otherwise provided in clause (iv) below, from and after the occurrence of a Gross Loss Trigger Event, the Principal Payment Amount shall be applied on each Distribution Date, as follows: (A) first, 100% of the Principal Payment Amount to principal of the Class A Notes, all of which shall be paid to principal of the Class A-1 Notes until paid in full, then to principal of the Class A-2 Notes until paid in full, then to principal of the Class A-3 Notes until paid in full and then to the Class A-4 Notes until paid in full, and (B) thereafter, 100% of the Principal Payment Amount to principal of the Class B Notes. (iv) if the Notes have been declared immediately due and payable as provided in Section 5.2(a) following the occurrence of an Event of Default or if any protective advances made by Notes remain unpaid after the Administrative Agent applicable Final Scheduled Payment Date, until such time as the Class A Notes have been paid in full and this Indenture has been discharged with respect to the Collateral under or pursuant Class A Notes, any amounts remaining in the Note Distribution Account on any Distribution Date after the application described in Section 8.2(c)(i) (A) shall be applied in the following priority: (1) to the terms repayment of principal on each of the Loan Documents; SECOND, Class A Notes pro rata on the basis of the respective unpaid principal amount of each such Class A Note; (2) to the Lenders repayment of interest on each of the Class B Notes pro rata on the basis of the amount of interest due and unpaid on each such Class B Note; and (3) to the payment repayment of any expenses, costs, advances and other obligations then due and owing by principal on each of the Borrowers to Class B Notes pro rata on the Lenders under basis of the Loan Documents (including, without limitation, reasonable attorneys’ fees and costs), other than amounts described in any subsequent clause unpaid principal amount of this Section 2.7;each such Class B Note.

Accounts Payments. (a) On or before prior to the Closing Date, the Borrowers Indenture Trustee shall establish and maintain with Wachovia an account (as more specifically identified on Schedule 1 hereto, the “Collection Account”) into which all Income, CDO Equity Distributions and other amounts required to be paid pursuant to this Agreement shall be deposited and ARCM shall establish and maintain with Wachovia an account into which all CDO Management Fees shall be deposited (as more specifically identified on Schedule 1 hereto, the “CDO Management Fee Account”). The Collection Account and the CDO Management Fee Account shall be established at Wachovia’s Charlotte, North Carolina location. The Collection Account shall be in the name of one (1) or more Borrowers and the CDO Management Fee Account shall be established in the name of ARCM. The Collection Account shall be for the benefit of each beneficiary the Securityholders, the Accounts as provided in Article IV of the security interest in favor of the Administrative Agent Sale and for the benefit of each Borrower (but only to the extent any such Borrower is entitled to any cash flow in accordance with Subsection 2.7(b) hereof). The Administrative Agent shall invest any cash deposited in the Collection Account in such Permitted Investments as a Borrower shall direct the Administrative Agent in writing. The CDO Management Fee Account shall be for the benefit of each beneficiary of the security interest in favor of the Administrative Agent and for the benefit of ARCM (but only to the extent ARCM is entitled to any cash flow in accordance with Subsection 2.7(b) hereof)Servicing Agreement. (b) The Administrative Agent On each Deposit Date, the Indenture Trustee shall be entitled to receive on behalf cause all withdrawals, deposits, transfers and distributions provided for in Section 4.5(b) of the Lenders Sale and Servicing Agreement to be made based solely on the other Affected Parties an amount equal to all Income paid or distributed on or information contained in respect the related Servicer's Certificate. On each Deposit Date, at the direction of the CollateralServicer, the Required Payments and all other payments and amounts required or permitted hereunder or under Indenture Trustee shall make the other Loan Documents, which amounts shall be deposited by the Borrowers and all other applicable Persons into distributions from the Collection Account or provided for in Section 4.5(c) of the CDO Management Fee Account, as applicable. Sale and Servicing Agreement. (c) On or before each Payment Date and on such other dates as the Administrative Agent may determine in its discretionDistribution Date, the Administrative Agent Indenture Trustee shall transfer distribute all amounts on deposit in the CDO Management Fee Note Distribution Account based solely on the information contained in the related Servicer's Certificate, to the Noteholders 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) (A) first, to accrued and unpaid interest on the Class A Notes; provided, however, that if there are not sufficient funds in the -------- ------- Note Distribution Account to pay the Collection Account. On entire amount of accrued and unpaid interest then due on the Class A Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Note of each class of the Class A Notes pro rata on the basis of the respective aggregate amount of interest due on each such class of Class A Notes; and (B) second, unless otherwise provided in clause (iv) below, to accrued and unpaid interest on the Class B Notes; provided, however, that if there are -------- ------- not sufficient funds in the Note Distribution Account (after the payment of all accrued and unpaid interest on the Class A Notes) to pay the entire amount of accrued and unpaid interest then due on the Class B Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each of the Class B Notes pro rata on the basis of the aggregate amount of interest due on each such Class B Note; (ii) unless otherwise provided in clause (iii) or (iv) below, the Principal Payment Amount shall be applied on each Distribution Date, as follows: (A) first, 100% of the Principal Payment Amount to principal of the Class A-1 Notes, until paid in full, and (B) second, (1) the Class A Principal Percentage of the Principal Payment Amount to the Class A Notes until paid in full (all of which shall be paid to the Class A-2 Notes until paid in full, then to the Class A-3 Notes until paid in full and then to the Class A-4 Notes until paid in full) and (2) the Class B Principal Percentage of the Principal Payment Amount to the Class B Notes until paid in full; provided, however, that -------- ------- principal on the Class B Notes will not be paid on any amounts Distribution Date until the Class A Noteholders' Principal Distributable Amount for such Distribution Date has been paid in full; provided further, that so long as any Class A Notes are ---------------- outstanding, if the amount on deposit in the Collection Reserve Account shall (after giving effect to all deposits or withdrawals therefrom on the related Deposit Date) is less than the Specified Reserve Account Balance for such Distribution Date, all amounts otherwise payable as principal on the Class B Notes will be withdrawn by paid as principal on the Administrative Agent Class A Notes; (iii) unless otherwise provided in clause (iv) below, from and after the occurrence of a Gross Loss Trigger Event, the Principal Payment Amount shall be applied on each Distribution Date, as follows: FIRST: (A) first, 100% of the Principal Payment Amount to principal of the Class A Notes, all of which shall be paid to principal of the Class A-1 Notes until paid in full, then to principal of the Class A-2 Notes until paid in full, then to principal of the Class A-3 Notes until paid in full and then to the payment of all reasonable out-of-pocket costs and expenses Class A-4 Notes until paid in full, and (includingB) thereafter, without limitation, reasonable attorneys’ fees) 100% of the Administrative Agent in connection with enforcing the rights Principal Payment Amount to principal of the Lenders under Class B Notes. (iv) if the Loan Documents Notes have been declared immediately due and payable as provided in Section 5.2(a) following the occurrence of an Event of Default or if any protective advances made by Notes remain unpaid on and after the Administrative Agent applicable Final Scheduled Payment Date, until such time as the Class A Notes have been paid in full and this Indenture has been discharged with respect to the Collateral under or pursuant Class A Notes, any amounts remaining in the Note Distribution Account on any Distribution Date after the application described in Section 8.2(c)(i) (A) shall be applied in the following priority: (1) to the terms repayment of principal on each of the Loan Documents; SECOND, Class A Notes pro rata on the basis of the respective unpaid principal amount of each such Class A Note; (2) to the Lenders repayment of interest on each of the Class B Notes pro rata on the basis of the amount of interest due and unpaid on each such Class B Note; and (3) to the payment repayment of any expenses, costs, advances and other obligations then due and owing by principal on each of the Borrowers to Class B Notes pro rata on the Lenders under basis of the Loan Documents (including, without limitation, reasonable attorneys’ fees and costs), other than amounts described in any subsequent clause unpaid principal amount of this Section 2.7;each such Class B Note.

Accounts Payments. (a) On or before prior to the Closing Date, the Borrowers Issuer shall cause the Servicer to establish and maintain with Wachovia an account (as more specifically identified on Schedule 1 heretomaintain, the “Collection Account”) into which all Income, CDO Equity Distributions and other amounts required to be paid pursuant to this Agreement shall be deposited and ARCM shall establish and maintain with Wachovia an account into which all CDO Management Fees shall be deposited (as more specifically identified on Schedule 1 hereto, the “CDO Management Fee Account”). The Collection Account and the CDO Management Fee Account shall be established at Wachovia’s Charlotte, North Carolina location. The Collection Account shall be in the name of one (1) or more Borrowers and the CDO Management Fee Account shall be established in the name of ARCM. The Collection Account shall be Indenture Trustee, for the benefit of each beneficiary the Securityholders, the Accounts as provided in Article IV of the security interest in favor of the Administrative Agent Sale and for the benefit of each Borrower (but only to the extent any such Borrower is entitled to any cash flow in accordance with Subsection 2.7(b) hereof). The Administrative Agent shall invest any cash deposited in the Collection Account in such Permitted Investments as a Borrower shall direct the Administrative Agent in writing. The CDO Management Fee Account shall be for the benefit of each beneficiary of the security interest in favor of the Administrative Agent and for the benefit of ARCM (but only to the extent ARCM is entitled to any cash flow in accordance with Subsection 2.7(b) hereof)Servicing Agreement. (b) The Administrative Agent On each Deposit Date, the Indenture Trustee shall be entitled to receive on behalf cause all withdrawals, deposits, transfers and distributions provided for in Section 4.5(b) of the Lenders Sale and the other Affected Parties an amount equal Servicing Agreement to all Income paid or distributed on or in respect of the Collateralbe made. On each Deposit Date, the Required Payments and all other payments and amounts required or permitted hereunder or under Indenture Trustee shall make the other Loan Documents, which amounts shall be deposited by the Borrowers and all other applicable Persons into distributions from the Collection Account or provided for in Section 4.5(c) of the CDO Management Fee Account, as applicable. Sale and Servicing Agreement. (c) On or before each Payment Date and on such other dates as the Administrative Agent may determine in its discretionDistribution Date, the Administrative Agent Indenture Trustee shall transfer distribute all amounts on deposit in the CDO Management Fee Note Distribution Account, to the Noteholders 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) (A) first, to accrued and unpaid interest on the Class A Notes; PROVIDED, HOWEVER, that if there are not sufficient funds in the Note Distribution Account to pay the Collection Account. On entire amount of accrued and unpaid interest then due on the Class A Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Note of each class of the Class A Notes pro rata on the basis of the respective aggregate amount of interest due on each such class of Class A Notes; and (B) second, unless otherwise provided in clause (iv) below, to accrued and unpaid interest on the Class B Notes; PROVIDED, HOWEVER, that if there are not sufficient funds in the Note Distribution Account (after the payment of all accrued and unpaid interest on the Class A Notes) to pay the entire amount of accrued and unpaid interest then due on the Class B Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each of the Class B Notes pro rata on the basis of the aggregate amount of interest due on each such Class B Note; (ii) unless otherwise provided in clause (iii) or (iv) below, the Principal Payment Amount shall be applied on each Distribution Date, as follows: (A) first, 100% to principal of the Class A-1 Notes until the Class A-1 Notes are paid in full; (B) second, 100% of any amounts amount remaining after application pursuant to clause (A), to principal of the Class B Notes, until the principal balance of the Class B Notes has been reduced to $__________; and (C) thereafter, ___% of the Principal Payment Amount remaining after the application pursuant to clauses (A) and (B), to principal of the Class A Notes (all of which shall be paid to principal of the Class A-2 Notes until paid in full, then to principal of the Class A-3 Notes until paid in full, and then to principal of the Class A-4 Notes until paid in full) and ___% of any amount remaining after the application pursuant to Clauses (A) and (B), to principal of the Class B Notes; and (iii) if the amount on deposit in the Collection Reserve Account on any Distribution Date would be, after giving effect to the distribution of the Principal Payment Amount in accordance with the foregoing priorities, less than ___% of the Aggregate Starting Receivables Balance, then on each Distribution Date thereafter until either the Class A Notes are paid in full or the amount on deposit in the Reserve Account equals or exceeds the Specified Reserve Account Balance, 100% of the Principal Payment Amount to principal of the Class A Notes (all of which shall be withdrawn by paid to principal of the Administrative Agent Class A-1 Notes until paid in full, then to principal of the Class A-2 Notes until paid in full, then to principal of the Class A-3 Notes until paid in full, and then to principal of the Class A-4 Notes until paid in full). Until the Class A Notes are paid in full, and thereafter, 100% of the Principal Payment Amount to principal of the Class B Notes; provided that if principal payments on the Class B Notes resume in accordance with the preceding sentence while Class A Notes remain outstanding, the Principal Payment Amount for such Distribution Date shall be applied as follows: FIRSTdistributed in accordance with Section 8.2(c)(ii)(C) hereof until the Class A-4 Notes have been paid in full, and thereafter 100% of the Principal Payment Amount for such Distribution Date shall be paid to the payment Class B Notes until the Class B Notes are paid in full; (iv) if the Notes have been declared immediately due and payable as provided in Section 5.2(a) following the occurrence of all reasonable out-of-pocket costs an Event of Default or if any Notes remain unpaid after the applicable Final Scheduled Payment Date, until such time as the Class A Notes have been paid in full and expenses (including, without limitation, reasonable attorneys’ fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Loan Documents and any protective advances made by the Administrative Agent this Indenture has been discharged with respect to the Collateral under or pursuant Class A Notes, any amounts remaining in the Note Distribution Account on any Distribution Date after the application described in Section 8.2(c)(i) (A) shall be applied in the following priority: (1) to the terms repayment of principal on each of the Loan Documents; SECOND, Class A Notes pro rata on the basis of the respective unpaid principal amount of each such Class A Note; (2) to the Lenders repayment of interest on each of the Class B Notes pro rata on the basis of the amount of interest due and unpaid on each such Class B Note; and (3) to the payment repayment of any expenses, costs, advances and other obligations then due and owing by principal on each of the Borrowers to Class B Notes pro rata on the Lenders under basis of the Loan Documents (including, without limitation, reasonable attorneys’ fees and costs), other than amounts described in any subsequent clause unpaid principal amount of this Section 2.7;each such Class B Note.