Common use of Payment of Principal and Interest; Defaulted Interest Clause in Contracts

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date to such Person as appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, Notes and the Class B Notes and the Class C Notes shall accrue interest during the related Interest Accrual Period at the Class A-1 Interest Rate, the Class A-2-A Rate, the Class A-2-B A-2 Interest Rate, the Class A-3 Interest Rate, the Class A-4 Rate, the Class B Interest Rate and the Class C B Interest Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date in accordance with the priorities set forth in Section 8.02(c), (d) and (e), as specified thereinapplicable, subject to Section 3.01. Interest on the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Class A-1 Notes will be calculated on the basis of the actual number of days in the related Interest Accrual Period and a 360-day year. The Issuing Entity will pay interest on each Class of Notes at the related Interest Rate on each Payment Date on the principal amount of the related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.122.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.)) or WOAR or any of its affiliates, payment shall will be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that person or nominee and except for the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity applicable class Final Scheduled Payment Date (including and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01) which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.02 that the Notes have become immediately due and payable, the Outstanding Amount of each Note Class of Notes shall be payable in full on the Final Scheduled Payment Date for such class and, to the extent of funds available therefor, in installments on each the Payment Dates (if any) preceding the Final Scheduled Payment Date as provided for such Class, in Section 3.01 hereof the amounts and in accordance with the forms of the Notes priorities set forth in Exhibit A-1Section 8.02(c), Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. subject to Section 3.01. (c) Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by if the Indenture Trustee or the Indenture Trustee acting at the direction Holders of the Holders of Notes representing not less than a majority 50% of the Outstanding Amount of the Controlling ClassSecurities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All In such case, principal payments on each Class of Notes shall be made pro rata to paid in accordance with the Noteholders of priorities set forth in Section 8.02(d) or Section 8.02(e), as the related Class entitled theretocase may be. Upon written notice thereof, the The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer Issuing Entity expects that the final installment of principal of and interest on such Note to will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (cd) For purposes If the Issuing Entity defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount Issuing Entity shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuing Entity may pay such defaulted interest to the persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Issuing Entity shall fix or cause to be fixed any such special record date and payment date, and, at least 15 days before any such special record date, the Issuing Entity shall mail to each Noteholder a notice that states the special record date, the payment date and the Regular Principal Distribution Amount shall be deemed amount of defaulted interest to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01paid.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A A-2a Notes, the Class A-2-B A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, Notes and the Class B Notes and the Class C Notes shall accrue interest during the related Interest Accrual Period at the Class A-1 Interest Rate, the Class A-2-A A-2a Interest Rate, the Class A-2-B A-2b Interest Rate, the Class A-3 Interest Rate, the Class A-4 Rate, the Class B Interest Rate and the Class C B Interest Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date in accordance with the priorities set forth in Section 8.02(c), (d) and (e), as specified thereinapplicable, subject to Section 3.01. Interest on the Class A-2a Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Class A-1 Notes and the Class A-2b Notes will be calculated on the basis of the actual number of days in the related Interest Accrual Period and a 360-day year. The Issuing Entity will pay interest on each Class of Notes at the related Interest Rate on each Payment Date on the principal amount of the related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.122.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.)) or WOAR or any of its Affiliates, payment shall will be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that person or nominee and except for the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity applicable Final Scheduled Payment Date for such Class (including and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01) which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.02 that the Notes have become immediately due and payable, the Outstanding Amount of each Note Class of Notes shall be payable in full on the Final Scheduled Payment Date for such Class and, to the extent of funds available therefor, in installments on each the Payment Dates (if any) preceding the Final Scheduled Payment Date as provided for such Class, in Section 3.01 hereof the amounts and in accordance with the forms of the Notes priorities set forth in Exhibit A-1Section 8.02(c), Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. subject to Section 3.01. (c) Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by if the Indenture Trustee or the Indenture Trustee acting at the direction Holders of the Holders of Notes representing not less than at least a majority of the Outstanding Amount of the Controlling ClassSecurities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All In such case, principal payments on each Class of Notes shall be made pro rata to paid in accordance with the Noteholders of priorities set forth in Section 8.02(d) or Section 8.02(e), as the related Class entitled theretocase may be. Upon written notice thereof, the The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer Issuing Entity expects that the final installment of principal of and interest on such Note to will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (cd) For purposes If the Issuing Entity defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount Issuing Entity shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuing Entity may pay such defaulted interest to the persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Issuing Entity shall fix or cause to be fixed any such special record date and payment date, and, at least 15 days before any such special record date, the Issuing Entity shall mail to each Noteholder a notice that states the special record date, the payment date and the Regular Principal Distribution Amount shall be deemed amount of defaulted interest to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01paid.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C Rate, respectively, as set forth in Exhibit A-1A-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2A-▇, ▇▇▇▇▇▇▇ ▇-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4▇, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 NotesOn each Payment Date from amounts on deposit in the Payment Account the Paying Agent shall pay to the Noteholders, the Class A-2-A NotesCertificate Paying Agent, on behalf of the Class A-2-B NotesCertificateholders, and to other Persons the Class A-3 Notes, the Class A-4 Notes, the Class B Notes Interest Remittance Amount and the Class C Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C Rate, respectivelyPrincipal Payment Amount, as set forth in Exhibit A-1the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, Exhibit A-2-Ain the order of priority set forth in this Section 3.05. (b) On each Payment Date, Exhibit A-2-Bthe Remittance Amount shall be distributed in the following priority, Exhibit A-3in each case to the extent of the then remaining Remittance Amount: (i) first, Exhibit A-4to the Class A Notes, Exhibit B Current Interest and Exhibit Cany Carryforward Interest for each such Payment Date; (ii) second, respectivelyto the Class M-1 Notes, Current Interest and any Carryforward Interest for such class and such interest Payment Date; (iii) third, to the Class M-2 Notes, Current Interest and any Carryforward Interest for such class and such Payment Date; (iv) fourth, to the Class B-1 Notes, Current Interest and any Carryforward Interest for such class and such Payment Date; and (v) fifth, to the Class B-2 Notes, Current Interest and any Carryforward Interest for such class and such Payment Date. (c) On each Payment Date, prior to the Stepdown Date, the remaining Remittance Amount after payments made pursuant to Section 3.01(b) above, not to exceed the Principal Payment Amount, shall be payable distributed in the following order of priority: (i) first, to the Class A Notes, until their Class Principal Balance of the Class A Notes has been reduced to zero; (ii) second, to the Class M-1 Notes, until the Class Principal Balance of the Class M-1 Notes has been reduced to zero; (iii) third, to the Class M-2 Notes, until the Class Principal Balance of the Class M-2 Notes has been reduced to zero; (iv) fourth, to the Class B-1 Notes, until the Class Principal Balance of the Class B-1 Notes has been reduced to zero; and (v) fifth, to the Class B-2 Notes, until the Class Principal Balance of the Class B-2 Notes has been reduced to zero. (d) On each Payment Date, on or after the Stepdown Date, the remaining Remittance Amount after payments made pursuant to Section 3.01(b) and (c) above, not to exceed the Principal Payment Amount, shall be distributed in the following order of priority: (i) first, to the Class A Notes, the Senior Principal Payment Amount for such payment date, until the Class Principal Balance of the Class A Notes has been reduced to zero; (ii) second, to the Class M-1 Notes, the Class M-1 Principal Payment Amount for such payment date, until the Class Principal Balance of such Class has been reduced to zero; (iii) third, to the Class M-2 Notes, the Class M-2 Principal Payment Amount for such payment date, until the Class Principal Balance of such Class has been reduced to zero; (iv) fourth, to the Class B-1 Notes, the Class B-1 Principal Payment Amount for such payment date, until the Class Principal Balance of such Class has been reduced to zero; and (v) fifth, to the Class B-2 Notes, the Class B-2 Principal Payment Amount for such payment date, until the Class Principal Balance of such Class has been reduced to zero. (e) On each Payment Date, the Monthly Excess Cashflow shall be distributed in the following order of priority: (A) on each Payment Date as specified thereinprior to the Stepdown Date, subject until the aggregate Class Principal Balance of the Notes equals the Aggregate Loan Balance for such Payment Date minus the Targeted Overcollateralization Amount for such date, in the following order of priority: (1) first, to the Class A Notes until the Class Principal Balance has been reduced to zero; (2) second, to the Class M-1 Notes, until the Class Principal Balance of such Class has been reduced to zero; (3) third, to the Class M-2 Notes, until the Class Principal Balance of such Class has been reduced to zero; (4) fourth, to the Class B-1 Notes, until the Class Principal Balance of such Class has been reduced to zero; and (5) fifth, to the Class B-2 Notes, until the Class Principal Balance of such Class has been reduced to zero. (B) On each Payment Date on or after the Stepdown Date, to make any principal payments required to be made on such payment date pursuant to Section 3.013.05(d), after giving effect to the payment of the Principal Payment Amount for such date, in accordance with the priorities set forth therein but without regard to the limitation of such payments in the aggregate to the Principal Payment Amount; (ii) to the Class M-1 Notes, any Deferred Amount for such class; (iii) to the Class M-2 Notes, any Deferred Amount for such class; (iv) to the Class B-1 Notes, any Deferred Amount for such class; (v) to the Class B-2 Notes, any Deferred Amount for such class; (vi) to the Class A Notes, any applicable Basis Risk Shortfall for each class; (vii) to the Class M-2 Notes, any applicable Basis Risk Shortfall for such class; (viii) to the Class B-1 Notes, any applicable Basis Risk Shortfall for such class; (ix) to the Class B-2 Notes, any Available Funds Shortfall for such class; (x) to the Indenture Trustee, any Trustee Additional Expenses and any amounts owing to the Indenture Trustee pursuant to Section 6.07 and the Owner Trustee pursuant to Article VII of the Trust Agreement, in each case remaining unpaid; and (xi) to the Certificate Paying Agent, all remaining Remittance Amounts. (f) On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of reimbursing the Owner Trustee with respect to certain amounts and distributing such funds to the Class CE Certificateholder. (g) The amounts paid to Noteholders shall be paid to the Notes in accordance with the applicable percentage as set forth in paragraph (h) below. Any installment of interest or principal principal, if any, payable on a any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check to such Person Noteholder mailed to such Holder's address as it appears on in the Note Register the amount required to be distributed to such Holder on such Record Date, except that, unless Definitive Notes have been issued Payment Date pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designatedHolder's Securities; provided, however, that the final installment of principal payable with respect Indenture Trustee shall not pay to such Note on Holders any amount required to be withheld from a Payment Date or on payment to such Holder by the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments returned undelivered shall be held in accordance with Section 3.03Code. (bh) The principal of each Note shall be due and payable in installments full on each the Final Scheduled Payment Date for such Note as provided in Section 3.01 hereof and the forms related form of the Notes Note set forth in Exhibit Exhibits A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-2 and A-3, Exhibit A-4, Exhibit B and Exhibit C. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of the Notes shall be made pro rata to the Noteholders of entitled thereto in accordance with the related Class entitled theretoPercentage Interests represented by such Notes. Upon written notice thereof, the The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Final Scheduled Payment Date on which the Issuer expects the or other final installment of principal of and interest on such Note to be paidPayment Date. Such notice shall be mailed no later than five Business Days prior to such Final Scheduled Payment Date or other final Payment Date and shall specify that payment of the principal amount and any interest due with respect to such Note at the Final Scheduled Payment Date or other final installment Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02final payment. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date to such Person as appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C Rate, respectively, as set forth in Exhibit A-1A-▇, Exhibit A-2▇▇▇▇▇▇▇ ▇-A▇-▇, Exhibit A-2-B, Exhibit A-3A-▇, Exhibit A-4▇▇▇▇▇▇▇ ▇-▇, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class C D Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate, the Class C Rate and the Class C D Rate, respectively, as set forth in Exhibit A-1A-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2A-▇, ▇▇▇▇▇▇▇ ▇-A▇, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B C and Exhibit CD, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1A-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2A-▇, ▇▇▇▇▇▇▇ ▇-A▇, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B C and Exhibit C. D. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes If the Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount and Issuer shall pay defaulted interest (plus interest on such defaulted interest to the Regular Principal Distribution Amount shall be deemed to be due and payable extent lawful) at the applicable Interest Rate in any lawful manner on any the next Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01Date.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C A-4 Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C A-4 Rate, respectively, as set forth in Exhibit A-1▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, A-3 and Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, A-3 and Exhibit A-4, Exhibit B and Exhibit C. . Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling ClassNotes. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes If the Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount and Issuer shall pay defaulted interest (plus interest on such defaulted interest to the Regular Principal Distribution Amount shall be deemed to be due and payable extent lawful) at the applicable Interest Rate in any lawful manner on any the next Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01Date.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C A-4 Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C A-4 Rate, respectively, as set forth in Exhibit A-1▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, A-3 and Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer as directed by such Holder provided such Holder has provided written wiring instructions to the Indenture Trustee and otherwise by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Final Scheduled Payment Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and on any applicable distribution date pursuant to Section 12.05 and the forms of the Notes set forth in Exhibit A-1▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, A-3 and Exhibit A-4, Exhibit B and Exhibit C. . Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, continuing by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling ClassNotes. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid; provided, that such notice shall be not less than fifteen (15) days and not more than thirty (30) days prior to such date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes If the Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount and Issuer shall pay defaulted interest (plus interest on such defaulted interest to the Regular Principal Distribution Amount shall be deemed to be due and payable extent lawful) at the applicable Interest Rate in any lawful manner on any the next Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01Date.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C Rate, respectively, as set forth in Exhibit A-1A-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2A-▇, ▇▇▇▇▇▇▇ ▇-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4▇, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1A-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2A-▇, ▇▇▇▇▇▇▇ ▇-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4▇, Exhibit B and Exhibit C. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C Rate, respectively, as set forth in Exhibit A-1A-▇, Exhibit A-2▇▇▇▇▇▇▇ ▇-A▇-▇, Exhibit A-2-B, Exhibit A-3A-▇, Exhibit A-4▇▇▇▇▇▇▇ ▇-▇, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date to such Person as appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1A-▇, Exhibit A-2▇▇▇▇▇▇▇ ▇-A▇-▇, Exhibit A-2-B, Exhibit A-3A-▇, Exhibit A-4▇▇▇▇▇▇▇ ▇-▇, Exhibit B and Exhibit C. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C Rate, respectively, as set forth in Exhibit A-1▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2▇-A▇, Exhibit A-2▇▇▇▇▇▇▇ ▇-B, Exhibit A-3, Exhibit A-4▇, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A A-2a Notes, the Class A-2-B A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes shall accrue interest during the related Interest Accrual Period at the Class A-1 Interest Rate, the Class A-2-A A-2a Interest Rate, the Class A-2-B A-2b Interest Rate, the Class A-3 Rate, the Class A-4 Interest Rate, the Class B Interest Rate and the Class C Interest Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date in accordance with the priorities set forth in Section 8.02(c) and (d), as specified thereinapplicable, subject to Section 3.01. The Class D Notes and the Class E Notes will not bear an Interest Rate, and will not accrue interest during any Interest Accrual Period, and therefore, no interest will be payable with respect to such Notes. Interest on the Class A-2 Notes, the Class A-3 Notes, the Class B Notes and the Class C Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Class A-1 Notes and the Class A-2b Notes will be calculated on the basis of the actual number of days in the related Interest Accrual Period and a 360-day year. The Issuing Entity will pay interest on each applicable Class of Notes at the related Interest Rate on each Payment Date on the principal amount of the related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check or wire transfer to such Person Person’s address or designated account as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.122.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.)) or WOAR or any of its Affiliates, payment shall will be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that person or nominee and except for the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity applicable Final Scheduled Payment Date for such Class (including and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01) which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.02 that the Notes have become immediately due and payable, the Outstanding Amount of each Note Class of Notes shall be payable in full on the Final Scheduled Payment Date for such Class and, to the extent of funds available therefor, in installments on each the Payment Dates (if any) preceding the Final Scheduled Payment Date as provided for such Class, in Section 3.01 hereof the amounts and in accordance with the forms of the Notes priorities set forth in Exhibit A-1Section 8.02(c), Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. subject to Section 3.01. (c) Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by if the Indenture Trustee or the Indenture Trustee acting at the direction Holders of the Holders of Notes representing not less than at least a majority of the Outstanding Amount of the Controlling ClassSecurities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All In such case, principal payments on each Class of Notes shall be made pro rata to paid in accordance with the Noteholders of the related Class entitled theretopriorities set forth in Section 8.02(d). Upon written notice thereof, the The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer Issuing Entity expects that the final installment of principal of and interest on such Note to will be paid. Such notice shall be mailed or transmitted prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (cd) For purposes If the Issuing Entity defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount Issuing Entity shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuing Entity may pay such defaulted interest to the persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Issuing Entity shall fix or cause to be fixed any such special record date and payment date, and, at least 15 days before any such special record date, the Issuing Entity shall mail to each Noteholder a notice that states the special record date, the payment date and the Regular Principal Distribution Amount shall be deemed amount of defaulted interest to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01paid.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A A-2a Notes, the Class A-2-B A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C A-4 Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A A-2a Rate, the Class A-2-B A-2b Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C A-4 Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit CA-5, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer as directed by such Holder provided such ▇▇▇▇▇▇ has provided written wiring instructions to the Indenture Trustee and otherwise by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Final Scheduled Payment Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and on any applicable distribution date pursuant to Section 12.05 and the forms of the Notes set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. A-5. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, continuing by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling ClassNotes. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid; provided, that such notice shall be not less than fifteen (15) days and not more than thirty (30) days prior to such date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes If the Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount and Issuer shall pay defaulted interest (plus interest on such defaulted interest to the Regular Principal Distribution Amount shall be deemed to be due and payable extent lawful) at the applicable Interest Rate in any lawful manner on any the next Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01Date.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C A-4 Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C A-4 Rate, respectively, as set forth in Exhibit A-1▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, A-3 and Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer as directed by such Holder provided such Holder has provided written wiring instructions to the Indenture Trustee and otherwise by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Final Scheduled Payment Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and on any applicable distribution date pursuant to Section 12.05 and the forms of the Notes set forth in Exhibit A-1▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, A-3 and Exhibit A-4, Exhibit B and Exhibit C. . Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, continuing by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling ClassNotes. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid; provided, that such notice shall be not less than 15 days and not more than 30 days prior to such date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes If the Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount and Issuer shall pay defaulted interest (plus interest on such defaulted interest to the Regular Principal Distribution Amount shall be deemed to be due and payable extent lawful) at the applicable Interest Rate in any lawful manner on any the next Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01Date.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C B Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C B Rate, respectively, as set forth in Exhibit A-1▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2▇-A▇, Exhibit A-2▇▇▇▇▇▇▇ ▇-B, Exhibit A-3, Exhibit A-4, Exhibit B ▇ and Exhibit CB, respectively, and such interest shall be due and payable on each Payment Date as specified therein, subject to Section 3.013.1. Any installment of interest or principal principal, if any, payable on a any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date either by wire transfer in immediately available funds, to the account of such Noteholder at a bank or other entity having appropriate facilities therefor, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five (5) Business Days prior to such Person Payment Date and such Noteholder’s Notes in the aggregate evidence a denomination of not less than $1,000,000, or, if not, by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except ; provided that, unless Definitive Notes have been issued to Note Owners pursuant to Section 2.122.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that and except for the final installment of principal payable with respect to such Note on a Payment Date, Prepayment Date or on the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) applicable Final Scheduled Payment Date, which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.033.3. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof this Indenture and in the forms of the Notes set forth in Exhibit A-1, Exhibit A-2▇-A▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, A-4 and Exhibit B and Exhibit C. hereto. Notwithstanding the foregoing, the entire unpaid principal amount of the each Class of Notes may shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by if the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders Noteholders of Notes representing evidencing not less than a majority of the Outstanding Amount principal amount of the Controlling ClassClass have declared the Notes to be immediately due and payable in the manner provided in Section 5.2. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related such Class entitled thereto. Upon written notice thereof, the The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note to shall be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will shall be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions redemption of Notes shall be mailed to Noteholders as provided in Section 10.0210.2. (c) For purposes If the Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount and Issuer shall pay defaulted interest (plus interest on such defaulted interest to the Regular Principal Distribution Amount shall be deemed to be due and payable extent lawful) at the applicable Note Interest Rate on any the Payment Date on which funds sufficient to following such default. The Issuer shall pay such portion would be available defaulted interest to make the Persons who are Noteholders on the Record Date for such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01following Payment Date.

Payment of Principal and Interest; Defaulted Interest. (a) The Notes shall accrue interest as provided in the forms of the Class A-1 NotesNote, the Class A-2-A Notes, the Class A-2-B NotesA-2 Note, the Class A-3 Notes, Note and the Class A-4 Notes, the Class B Notes and the Class C Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C Rate, respectively, as Note set forth in Exhibit A-1Exhibits D-1, Exhibit A-2-AD-2, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B D-3 and Exhibit CD-4, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal principal, if any, payable on a any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date Date, by check mailed first-class, postage prepaid, to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall will be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that nominee and except for the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Final Scheduled Distribution Date (including and except for the Redemption Price for any Note called for redemption pursuant to Section 10.0110.1(a)) which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.033.3. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes Class A-1 Note, the Class A-2 Note, the Class A-3 Note and the Class A-4 Note set forth in Exhibit A-1Exhibits D-1, Exhibit A-2-AD-2, Exhibit A-2-BD-3 and D-4, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. respectively. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by if the Indenture Trustee or the Indenture Trustee acting at the direction Holders of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling ClassNotes with the consent of the Security Insurer (so long as no Insurer Default shall have occurred and be continuing) have declared the Notes to be immediately due and payable in the manner provided in Section 5.2. All principal payments on each Class class of Notes shall be made pro rata to the Noteholders of the related Class such class entitled thereto. Upon written notice thereof, the Indenture The Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note to will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.0210.2. (c) For purposes If the Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to Section 5.06(bthe extent lawful) at the applicable Interest Rate. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder and the Trustee a notice that states the special record date, the payment date and the amount of defaulted interest to be paid. (d) Promptly following the date on which all principal of and interest on the Notes has been paid in full and the Notes have been surrendered to the Trustee, the Trustee shall, if the Security Insurer has paid any amount in respect of the Sale Notes under the Note Policy or otherwise which has not been reimbursed to it, deliver such surrendered Notes to the Security Insurer; and Servicing Agreement, upon reimbursement by the Issuer of any portion amounts paid by the Security Insurer in respect of such Notes under the First Priority Principal Distribution AmountNote Policy or otherwise, the Second Priority Principal Distribution Amount and Security Insurer shall deliver such Notes to the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01Trustee for cancellation.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class C D Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate, the Class C Rate and the Class C D Rate, respectively, as set forth in Exhibit A-1▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2▇-A▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B C and Exhibit CD, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2▇-A▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B C and Exhibit C. D. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes If the Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount and Issuer shall pay defaulted interest (plus interest on such defaulted interest to the Regular Principal Distribution Amount shall be deemed to be due and payable extent lawful) at the applicable Interest Rate in any lawful manner on any the next Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01Date.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B A-5 Notes and the Class C B Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B A-5 Rate and the Class C B Rate, respectively, as set forth in Exhibit A-1▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2▇-A▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B A-5 and Exhibit CB, respectively, and such interest shall be due and payable on each Payment Distribution Date as specified therein, subject to Section 3.01Section 3.1. Any installment of interest or principal principal, if any, payable on a any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date either by wire transfer in immediately available funds, to the account of such Noteholder at a bank or other entity having appropriate facilities therefor, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five (5) Business Days prior to such Person Distribution Date and such Noteholder's Notes in the aggregate evidence a denomination of not less than $1,000,000, or, if not, by check mailed first-class postage prepaid to such Person's address as it appears on the Note Register on such Record Date, except ; provided that, unless Definitive Notes have been issued to Note Owners pursuant to Section 2.122.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that and except for the final installment of principal payable with respect to such Note on a Payment Distribution Date, Redemption Date or on the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) applicable Final Scheduled Distribution Date, which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.033.3. (b) The principal of each Note shall be payable in installments on each Payment Distribution Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1▇-▇, Exhibit A-2▇▇▇▇▇▇▇ ▇-A, Exhibit A-2-B▇, Exhibit A-3, Exhibit A-4▇-▇, ▇▇▇▇▇▇▇ ▇-▇ and Exhibit B and Exhibit C. hereto. Notwithstanding the foregoing, the entire unpaid principal amount of the each Class of Notes may shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by if the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders Noteholders of Notes representing evidencing not less than a majority of the Outstanding Amount Note Balance of the Controlling Class. All principal payments on each Note Class of have declared the Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be immediately due and payable only upon presentation and surrender of such Note and shall specify in the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as manner provided in Section 10.025. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C Rate, respectively, as set forth in Exhibit A-1A-▇, Exhibit A-2▇▇▇▇▇▇▇ ▇-A▇-▇, Exhibit A-2-B, Exhibit A-3A-▇, Exhibit A-4▇▇▇▇▇▇▇ ▇-▇, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1A-▇, Exhibit A-2▇▇▇▇▇▇▇ ▇-A▇-▇, Exhibit A-2-B, Exhibit A-3A-▇, Exhibit A-4▇▇▇▇▇▇▇ ▇-▇, Exhibit B and Exhibit C. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes If the Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount and Issuer shall pay defaulted interest (plus interest on such defaulted interest to the Regular Principal Distribution Amount shall be deemed to be due and payable extent lawful) at the applicable Interest Rate in any lawful manner on any the next Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01Date.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date to such Person as appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01. 8 (2025-B Indenture) (d) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner on the next Payment Date.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, Notes and the Class B Notes and the Class C Notes shall accrue interest during the related Interest Accrual Period at the Class A-1 Interest Rate, the Class A-2-A Rate, the Class A-2-B A-2 Interest Rate, the Class A-3 Interest Rate, the Class A-4 Rate, the Class B Interest Rate and the Class C B Interest Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date in accordance with the priorities set forth in Section 8.02(c), (d) and (e), as specified thereinapplicable subject to Section 3. 01. Interest on each Class of Notes (other than the Class A-1 Notes) will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Class A-1 Notes will calculated on the basis of the actual number of days in the related Interest Accrual Period and a 360-day year. The Issuer will pay interest on each Class of Notes at the related Interest Rate on each Payment Date on the principal amount of the related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.122.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall will be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that nominee and except for the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity applicable class final scheduled Payment Date (including and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01) which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.2 that the Notes have become immediately due and payable, the Outstanding Amount of each Note Class of Notes shall be payable in full on the Final Scheduled Payment Date for such class and, to the extent of funds available therefor, in installments on each the Payment Dates (if any) preceding the Final Scheduled Payment Date as provided for such Class, in Section 3.01 hereof the amounts and in accordance with the forms of the Notes priorities set forth in Exhibit A-1Section 8.2(c), Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. subject to Section 3.01. (c) Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by if the Indenture Trustee or the Indenture Trustee acting at the direction Holders of the Holders of Notes representing not less than a majority 50% of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Securities have declared the Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be immediately due and payable only upon presentation and surrender of such Note and shall specify in the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as manner provided in Section 10.025. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A A-2[-A] Notes, [the Class A-2-B Notes, ,] the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class C D Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A A-2[-A] Rate, [the Class A-2-B Rate, ,] the Class A-3 Rate, the Class A-4 Rate, the Class B Rate, the Class C Rate and the Class C D Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-AA-2[-A], [Exhibit A-2-B,] Exhibit A-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-3B, Exhibit A-4, Exhibit B C and Exhibit CD, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1, Exhibit A-2-AA-2[-A], [Exhibit A-2-B,] Exhibit A-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-3B, Exhibit A-4, Exhibit B C and Exhibit C. D. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01. (d) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner on the next Payment Date.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, Notes and the Class B Notes and the Class C Notes shall accrue interest during the related Interest Accrual Period at the Class A-1 Interest Rate, the Class A-2-A Rate, the Class A-2-B A-2 Interest Rate, the Class A-3 Interest Rate, the Class A-4 Rate, the Class B Interest Rate and the Class C B Interest Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date in accordance with the priorities set forth in Section 8.02(c), (d) and (e), as specified thereinapplicable, subject to Section 3.01. Interest on the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Class A-1 Notes will be calculated on the basis of the actual number of days in the related Interest Accrual Period and a 360-day year. The Issuing Entity will pay interest on each Class of Notes at the related Interest Rate on each Payment Date on the principal amount of the related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.122.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.)) or WOAR or any of its Affiliates, payment shall will be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that person or nominee and except for the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity applicable class Final Scheduled Payment Date (including and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01) which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.02 that the Notes have become immediately due and payable, the Outstanding Amount of each Note Class of Notes shall be payable in full on the Final Scheduled Payment Date for such class and, to the extent of funds available therefor, in installments on each the Payment Dates (if any) preceding the Final Scheduled Payment Date as provided for such Class, in Section 3.01 hereof the amounts and in accordance with the forms of the Notes priorities set forth in Exhibit A-1Section 8.02(c), Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. subject to Section 3.01. (c) Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by if the Indenture Trustee or the Indenture Trustee acting at the direction Holders of the Holders of Notes representing not less than a majority 50% of the Outstanding Amount of the Controlling ClassSecurities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All In such case, principal payments on each Class of Notes shall be made pro rata to paid in accordance with the Noteholders of priorities set forth in Section 8.02(d) or Section 8.02(e), as the related Class entitled theretocase may be. Upon written notice thereof, the The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer Issuing Entity expects that the final installment of principal of and interest on such Note to will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (cd) For purposes If the Issuing Entity defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount Issuing Entity shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuing Entity may pay such defaulted interest to the persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Issuing Entity shall fix or cause to be fixed any such special record date and payment date, and, at least 15 days before any such special record date, the Issuing Entity shall mail to each Noteholder a notice that states the special record date, the payment date and the Regular Principal Distribution Amount shall be deemed amount of defaulted interest to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01paid.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date to such Person as appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01. (d) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner on the next Payment Date.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C A-4 Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C A-4 Rate, respectively, as set forth in Exhibit A-1A-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, A-3 and Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer as directed by such Holder provided such Holder has provided written wiring instructions to the Indenture Trustee and otherwise by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Final Scheduled Payment Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1A-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, A-3 and Exhibit A-4, Exhibit B and Exhibit C. . Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, continuing by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling ClassNotes. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid; provided, that such notice shall be not less than 15 days and not more than 30 days prior to such date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes If the Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount and Issuer shall pay defaulted interest (plus interest on such defaulted interest to the Regular Principal Distribution Amount shall be deemed to be due and payable extent lawful) at the applicable Interest Rate in any lawful manner on any the next Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01Date.

Payment of Principal and Interest; Defaulted Interest. (a) The Notes shall accrue interest as provided in the forms of the Class A-1 Notes, the Class A-2-A A-2 Notes, the Class A-2-B Notes, the Class A-3 Notes, the Notes and Class A-4 Notes, the Class B Notes and the Class C Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C Rate, respectively, as set forth in Exhibit A-1Exhibits ▇-▇, Exhibit A-2▇-A▇, Exhibit A-2▇-B, Exhibit A-3, Exhibit ▇ and A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.013.1. Any installment of interest or principal principal, if any, payable on a any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date Date, by check mailed first-class, postage prepaid, to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall will be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that nominee and except for the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Final Scheduled Payment Date for such Class (including and except for the Redemption Price for any Note called for redemption pursuant to Section 10.0110.1) which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.033.3. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, set forth in Exhibit A-1Exhibits ▇-▇, Exhibit A-2▇-A▇, Exhibit A-2▇-B, Exhibit A-3, Exhibit ▇ and A-4, Exhibit B and Exhibit C. respectively. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the if Indenture Trustee or the Indenture Trustee acting at the direction Holders of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.2 and, in such event, all principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related such Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note to will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.0210.2. (c) For purposes If Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant Notes, Issuer shall pay such defaulted interest (plus interest on such defaulted interest to Section 5.06(bthe extent lawful) of at the Sale and Servicing Agreement, any portion of applicable Note Interest Rate on the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to following such default. The Issuer shall pay such portion would be available defaulted interest to make the Holders of Notes on the Record Date for such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01following Payment Date.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A A-2a Notes, the Class A-2-B A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes shall accrue interest during the related Interest Accrual Period at the Class A-1 Interest Rate, the Class A-2-A A-2a Interest Rate, the Class A-2-B A-2b Interest Rate, the Class A-3 Interest Rate, the Class A-4 Interest Rate, the Class B Interest Rate and the Class C Interest Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date in accordance with the priorities set forth in Section 8.02(c), (d) and (e), as specified thereinapplicable, subject to Section 3.01. Interest on the Class A-2a Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Class A-1 Notes and the Class A-2b Notes will be calculated on the basis of the actual number of days in the related Interest Accrual Period and a 360-day year. The Issuing Entity will pay interest on each Class of Notes at the related Interest Rate on each Payment Date on the principal amount of the related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.122.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.)) or WOAR or any of its Affiliates, payment shall will be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that person or nominee and except for the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity applicable Final Scheduled Payment Date for such Class (including and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01) which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.02 that the Notes have become immediately due and payable, the Outstanding Amount of each Note Class of Notes shall be payable in full on the Final Scheduled Payment Date for such Class and, to the extent of funds available therefor, in installments on each the Payment Dates (if any) preceding the Final Scheduled Payment Date as provided for such Class, in Section 3.01 hereof the amounts and in accordance with the forms of the Notes priorities set forth in Exhibit A-1Section 8.02(c), Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. subject to Section 3.01. (c) Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by if the Indenture Trustee or the Indenture Trustee acting at the direction Holders of the Holders of Notes representing not less than at least a majority of the Outstanding Amount of the Controlling ClassSecurities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All In such case, principal payments on each Class of Notes shall be made pro rata to paid in accordance with the Noteholders of priorities set forth in Section 8.02(d) or Section 8.02(e), as the related Class entitled theretocase may be. Upon written notice thereof, the The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer Issuing Entity expects that the final installment of principal of and interest on such Note to will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (cd) For purposes If the Issuing Entity defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount Issuing Entity shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuing Entity may pay such defaulted interest to the persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Issuing Entity shall fix or cause to be fixed any such special record date and payment date, and, at least 15 days before any such special record date, the Issuing Entity shall mail to each Noteholder a notice that states the special record date, the payment date and the Regular Principal Distribution Amount shall be deemed amount of defaulted interest to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01paid.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C Rate, respectively, as set forth in Exhibit A-1A-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2A-▇, ▇▇▇▇▇▇▇ ▇-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4▇, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1A-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2A-▇, ▇▇▇▇▇▇▇ ▇-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4▇, Exhibit B and Exhibit C. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01. (d) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner on the next Payment Date.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes shall accrue interest during the related Interest Accrual Period at the Class A-1 Interest Rate, the Class A-2-A Rate, the Class A-2-B A-2 Interest Rate, the Class A-3 Interest Rate, the Class A-4 Interest Rate, the Class B Interest Rate and the Class C Interest Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date in accordance with the priorities set forth in Section 8.02(c), (d) and (e), as specified thereinapplicable, subject to Section 3.01. Interest on the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Class A-1 Notes will be calculated on the basis of the actual number of days in the related Interest Accrual Period and a 360-day year. The Issuing Entity will pay interest on each Class of Notes at the related Interest Rate on each Payment Date on the principal amount of the related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.122.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.)) or WOAR or any of its affiliates, payment shall will be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that person or nominee and except for the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity applicable class Final Scheduled Payment Date (including and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01) which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.02 that the Notes have become immediately due and payable, the Outstanding Amount of each Note Class of Notes shall be payable in full on the Final Scheduled Payment Date for such class and, to the extent of funds available therefor, in installments on each the Payment Dates (if any) preceding the Final Scheduled Payment Date as provided for such Class, in Section 3.01 hereof the amounts and in accordance with the forms of the Notes priorities set forth in Exhibit A-1Section 8.02(c), Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. subject to Section 3.01. (c) Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by if the Indenture Trustee or the Indenture Trustee acting at the direction Holders of the Holders of Notes representing not less than a majority 50% of the Outstanding Amount of the Controlling ClassSecurities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All In such case, principal payments on each Class of Notes shall be made pro rata to paid in accordance with the Noteholders of priorities set forth in Section 8.02(d) or Section 8.02(e), as the related Class entitled theretocase may be. Upon written notice thereof, the The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer Issuing Entity expects that the final installment of principal of and interest on such Note to will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (cd) For purposes If the Issuing Entity defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount Issuing Entity shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuing Entity may pay such defaulted interest to the persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Issuing Entity shall fix or cause to be fixed any such special record date and payment date, and, at least 15 days before any such special record date, the Issuing Entity shall mail to each Noteholder a notice that states the special record date, the payment date and the Regular Principal Distribution Amount shall be deemed amount of defaulted interest to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01paid.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C A-4 Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C A-4 Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, A-3 and Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall su▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇l be due and payable on each Payment Date as specified therein, subject to Section 3.01Section 3.1. Any installment of interest or principal principal, if any, payable on a any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date either by wire transfer in immediately available funds, to the account of such Noteholder at a bank or other entity having appropriate facilities therefor, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five (5) Business Days prior to such Person Payment Date and such Noteholder's Notes in the aggregate evidence a denomination of not less than $1,000,000, or, if not, by check mailed first-class postage prepaid to such Person's address as it appears on the Note Register on such Record Date, except ; provided that, unless Definitive Notes have been issued to Note Owners pursuant to Section 2.122.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that and except for the final installment of principal payable with respect to such Note on a Payment Date, Prepayment Date or on the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) applicable Final Scheduled Payment Date, which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.033.3. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof this Indenture and in the forms of the Notes set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B A-3 and Exhibit C. A-4 hereto. Notwithstanding the foregoingforego▇▇▇, the entire ▇▇▇ ▇▇▇▇▇▇ unpaid principal amount of the each Class of Notes may shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by if the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders Noteholders of Notes representing evidencing not less than a majority of the Outstanding Amount principal amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to have declared the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note Notes to be paid. Such notice shall specify that such final installment will be immediately due and payable only upon presentation and surrender of such Note and shall specify in the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as manner provided in Section 10.025. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 B Notes, the Class B C Notes and the Class C D Notes shall accrue interest during the related Interest Accrual Period at the Class A-1 Interest Rate, the Class A-2-A Rate, the Class A-2-B A-2 Interest Rate, the Class A-3 Rate, the Class A-4 Interest Rate, the Class B Interest Rate, the Class C Interest Rate and the Class C D Interest Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date in accordance with the priorities set forth in Section 8.02(c) and (d), as specified thereinapplicable, subject to Section 3.01. The Class E Notes will not bear an Interest Rate, and will not accrue interest during any Interest Accrual Period, and therefore, no interest will be payable with respect to such Notes. Interest on the Class A-2 Notes, the Class A-3 Notes, the Class B Notes, the Class C Notes and the Class D Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Class A-1 Notes will be calculated on the basis of the actual number of days in the related Interest Accrual Period and a 360-day year. The Issuing Entity will pay interest on each applicable Class of Notes at the related Interest Rate on each Payment Date on the principal amount of the related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. However, if any Class A-1 Notes remain outstanding after the September 2022 Payment Date, (a)(i) any accrued and unpaid interest on the Class A-1 Notes for the Interest Accrual Period with respect to the Special Payment Date (including, without limitation, the amount of any Class A Noteholders’ Interest Distributable Amount due and payable to the Holders of the Class A-1 Notes on the Special Payment Date), and (ii) any outstanding principal of the Class A-1 Notes, will in each case be due and payable to the Holders of the Class A-1 Notes on the Special Payment Date, and (b) a special Record Date of October 13, 2022 will apply for the Class A-1 Notes and the Special Payment Date. Any such amounts described in clause (a) in the immediately preceding sentence will be payable from Available Funds for the regularly scheduled October 2022 Payment Date. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check or wire transfer to such Person Person’s address or designated account as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.122.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.)) or WOAR or any of its Affiliates, payment shall will be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that person or nominee and except for the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity applicable Final Scheduled Payment Date for such Class (including and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01) which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.02 that the Notes have become immediately due and payable, the Outstanding Amount of each Note Class of Notes shall be payable in full on the Final Scheduled Payment Date for such Class and, to the extent of funds available therefor, in installments on each the Payment Dates (if any) preceding the Final Scheduled Payment Date as provided for such Class, in Section 3.01 hereof the amounts and in accordance with the forms of the Notes priorities set forth in Exhibit A-1Section 8.02(c), Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. subject to Section 3.01. (c) Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by if the Indenture Trustee or the Indenture Trustee acting at the direction Holders of the Holders of Notes representing not less than at least a majority of the Outstanding Amount of the Controlling ClassSecurities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All In such case, principal payments on each Class of Notes shall be made pro rata to paid in accordance with the Noteholders of the related Class entitled theretopriorities set forth in Section 8.02(d). Upon written notice thereof, the The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer Issuing Entity expects that the final installment of principal of and interest on such Note to will be paid. Such notice shall be mailed or transmitted prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (cd) For purposes If the Issuing Entity defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount Issuing Entity shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuing Entity may pay such defaulted interest to the persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Issuing Entity shall fix or cause to be fixed any such special record date and payment date, and, at least 15 days before any such special record date, the Issuing Entity shall mail to each Noteholder a notice that states the special record date, the payment date and the Regular Principal Distribution Amount shall be deemed amount of defaulted interest to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01paid.

Payment of Principal and Interest; Defaulted Interest. (a) The On each Payment Date (other than a Payment Date after an Event of Default and an acceleration of the Notes), from amounts on deposit in the Trustee Collection Account resulting from Interest Collections and Principal Collections with respect to the Mortgage Loans (after the Indenture Trustee has removed any investment earnings to be retained by it pursuant to Section 6.07 or paid to the Depositor pursuant to Section 5.03 of the Sale and Servicing Agreement), minus the Indenture Trustee Fee payable to the Indenture Trustee for such Payment Date and any permitted expenses reimbursable to the Indenture Trustee pursuant to Section 6.07, the Indenture Trustee shall apply the following amounts in the following order of priority, in accordance with the Report to Noteholders: first, to pay the accrued and unpaid interest due on the Note Balances (or Variable Funding Balance in the case of the Variable Funding Notes) of the Notes and the notional balance of the Class A-1 [A-IO] Notes at their respective Note Rates, in the following order: (A) to the Senior Notes on a pro rata basis in accordance with the amount of accrued interest due thereon; (B) to the Class M-1 notes; (C) to the Class M-2 notes; (D) to the Class B-1 notes; and (E) to the Class B-2 notes; second, to pay as principal on the Notes (other than the Class [A-IO] Notes), in an amount equal to the Principal Collection Distribution Amount, in the following order: (A) to the Senior Notes, in the order specified in Section 3.26(a) and (b), until their aggregate Note Balance has been reduced to the Senior Optimal Principal Balance; (B) to the Class M-1 Notes, until the Note Balance thereof has been reduced to the Class M-1 Optimal Balance; (C) to the Class M-2 Notes, until the Note Balance thereof has been reduced to the Class M-2 Optimal Balance; (D) to the Class B-1 Notes, until the Note Balance thereof has been reduced to the Class B-1 Optimal Balance; (E) to the Class B-2 Notes, until the Note Balance thereof has been reduced to the Class B-2 Optimal Balance; third, to pay as principal on the Senior Notes, in the order specified in Section 3.26(a) and (b), until their aggregate Note Balance has been reduced to the Senior Optimal Principal Balance, an amount equal to the Liquidation Loss Distribution Amount; fourth, to pay as principal on the Class M-1 Notes, until the Note Balance thereof has been reduced to the Class M-1 Optimal Balance, an amount equal to the Liquidation Loss Distribution Amount, to the extent not distributed to the holders of the Senior Notes under clause third above; fifth, to pay as principal on the Class M-2 Notes, until the Note Balance thereof has been reduced to the Class M-2 Optimal Balance, an amount equal to the Liquidation Loss Distribution Amount, to the extent not distributed to the holders of the Senior Notes or the Class M-1 Notes under clause third and fourth above respectively; sixth, to pay as principal on the Class B-1 Notes, until the Note Balance thereof has been reduced to the Class B-1 Optimal Balance, an amount equal to the Liquidation Loss Distribution Amount, to the extent not distributed to the holders of the Senior Notes, the Class A-2-A M-1 Notes or the Class M-2 Notes under clauses third, fourth and fifth above, respectively; seventh, to pay as principal on the Class B-2 Notes, until the Note Balance thereof has been reduced to the Class B-2 Optimal Balance, an amount equal to the Liquidation Loss Distribution Amount, to the extent not distributed to the holders of the Senior Notes, the Class A-2-B M-1 Notes, the Class A-3 M-2 Notes or the Class B-1 Notes under clauses third, fourth, fifth and sixth above, respectively; eighth, to pay as principal on the Senior Notes, in the order specified in Section 3.26(a) and (b), until their aggregate Note Balance has been reduced to the Senior Optimal Principal Balance, an amount equal to the Overcollateralization Increase Amount (up to the Overcollateralization Funding Amount); ninth, to pay as principal on the Class M-1 Notes, until the Note Balance thereof has been reduced to the Class M-1 Optimal Principal Balance, an amount equal to the Overcollateralization Increase Amount (up to the Overcollateralization Funding Amount, less any portion thereof applied under clause eighth above), to the extent not distributed to the holders of the Senior Notes under clause eighth above; tenth, to pay as principal on the Class M-2 Notes, until the Note Balance thereof has been reduced to the Class M-2 Optimal Principal Balance, an amount equal to the Overcollateralization Increase Amount (up to the Overcollateralization Funding Amount, less any portion thereof applied under clauses eighth or ninth above), to the extent not distributed to the holders of the Senior Notes or the Class M-1 Notes under clauses eighth or ninth above respectively; eleventh, to pay as principal on the Class B-1 Notes, until the Note Balance thereof has been reduced to the Class B-1 Optimal Principal Balance, an amount equal to the Overcollateralization Increase Amount (up to the Overcollateralization Funding Amount, less any portion thereof applied under clauses eighth, ninth or tenth above), to the extent not distributed to the holders of the Senior Notes, the Class A-4 M-1 Notes or the Class M-2 Notes under clauses eighth, ninth or tenth above; twelfth, to pay as principal on the Class B-2 Notes, until the Note Balance thereof has been reduced to the Class B-2 Optimal Principal Balance, an amount equal to the Overcollateralization Increase Amount (up to the Overcollateralization Funding Amount, less any portion thereof applied under clauses eighth, ninth, tenth or eleventh above), to the extent not distributed to the holders of the Senior Notes, the Class B M Notes, or the Class B-1 Notes under clauses eighth, ninth, tenth or eleventh above; thirteenth, to pay the Indenture Trustee, the Administrator, the Servicer and the Owner Trustee any unpaid expenses and other reimbursable amounts owed to them; fourteenth, to pay any unpaid Interest Carry-Forward Amounts, together with interest thereon, in the following order: (A) to the Senior Notes on a pro rata basis in accordance with the amount of any unpaid Interest Carry-Forward Amounts; (B) to the Class M-1 Notes; (C) to the Class M-2 Notes; (D) to the Class B-1 Notes; and (E) to the Class B-2 Notes; and fifteenth, any remaining amounts to the holders of the Non-Offered Subordinate Notes and the Certificates in the proportions and priorities set forth in Section 3.26(d). provided, however, that the foregoing is also subject to the allocation rules and priorities set forth in Sections 3.26 and 3.28. Notwithstanding the foregoing, on the applicable Legal Final Payment Date of the Offered Notes (other than the [Class C A-IO Notes]) and the Variable Funding Notes, the amounts to be paid pursuant to clause second above shall be equal to the sum of the Offered Note Balance of the applicable Class or Classes of Offered Notes and the Variable Funding Balance of the Variable Funding Notes immediately prior to such Payment Date. In the event that any withholding tax is imposed on distributions (or allocations of income) to a Holder of a Note or Certificate, such tax shall accrue interest reduce the amount otherwise distributable to such Holder in accordance with this Section 3.05. The Indenture Trustee is hereby authorized and directed to retain or cause to be retained from amounts otherwise distributable to the Holders of the Notes or Certificates sufficient funds for the payment of any tax that is legally owed by the Issuing Entity; provided, that such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate Proceedings and withholding payment thereof, if permitted by law, pending the outcome of such Proceedings. The amount of any withholding tax imposed with respect to a Holder of a Note or Certificate shall be treated as cash distributed to such Holder at the Class A-1 Ratetime it is withheld by the Indenture Trustee and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution, the Class A-2-A RateIndenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph. Amounts paid to Noteholders shall be paid in respect of the Offered Notes, the Class A-2Variable Funding Notes or the Non-B RateOffered Subordinate Notes, as the Class A-3 Ratecase may be, in accordance with the Class A-4 Rate, the Class B Rate and the Class C Rate, respectively, applicable percentage as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01paragraph (b) below. Any installment of interest or principal payable on a any Note that is punctually paid or duly provided for by the Issuer Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered Holder of record thereof on the immediately preceding Record Date to such Person as appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer to an account specified in immediately available funds writing by such Holder reasonably satisfactory to the account designated Indenture Trustee, or by check or money order mailed to the address of such nomineeNoteholder reflected in the Note Register, if an account is so designatedin the amount required to be distributed to such Holder on such Payment Date pursuant to such Holder's Notes; provided, however, that the final installment of principal payable with respect Indenture Trustee shall not pay to any such Holder any amounts required to be withheld from a payment to such Note on a Payment Date or on Holder by the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments returned undelivered shall be held in accordance with Section 3.03Code. (b) The principal Principal of each Note (other than the Class [A-IO] Notes) shall be due and payable in installments full on each the Legal Final Payment Date for the related Class of Notes as provided in Section 3.01 hereof and the forms applicable form of the Notes Note set forth in Exhibit Exhibits A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit and A-4, Exhibit B and Exhibit C. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of the Offered Notes a▇▇ ▇▇▇ ▇▇▇▇▇▇le Funding Notes shall be made pro rata to the Class of Noteholders of entitled thereto in accordance with the related Class entitled theretoPercentage Interests represented thereby. Upon written notice thereofto the Indenture Trustee by the Issuing Entity, the Indenture Trustee shall notify the Person in whose the name of which a Note is registered at the close of business on the Record Date preceding the related Legal Final Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paidDate. Such notice shall be mailed no later than five Business Days prior to the related Legal Final Payment Date and shall specify that payment of the principal amount and any interest due with respect to such final installment Note at the related Legal Final Payment Date will be payable only upon presentation and surrender of such Note Note, and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02final payment. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A A-2a Notes, the Class A-2-B A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C A-4 Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A A-2a Rate, the Class A-2-B A-2b Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C A-4 Rate, respectively, as set forth in Exhibit A-1▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2▇-A▇, Exhibit A-2▇▇▇▇▇▇▇ ▇-B, Exhibit A-3, Exhibit A-4, Exhibit B ▇ and Exhibit CA-5, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer as directed by such Holder provided such Holder has provided written wiring instructions to the Indenture Trustee and otherwise by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Final Scheduled Payment Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and on any applicable distribution date pursuant to Section 12.05 and the forms of the Notes set forth in Exhibit A-1▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2▇-A▇, Exhibit A-2▇▇▇▇▇▇▇ ▇-B, Exhibit A-3, Exhibit A-4, Exhibit B ▇ and Exhibit C. A-5. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, continuing by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling ClassNotes. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid; provided, that such notice shall be not less than 15 days and not more than 30 days prior to such date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes If the Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount and Issuer shall pay defaulted interest (plus interest on such defaulted interest to the Regular Principal Distribution Amount shall be deemed to be due and payable extent lawful) at the applicable Interest Rate in any lawful manner on any the next Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01Date.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A A-2a Notes, the Class A-2-B A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, Notes and the Class B Notes and the Class C Notes shall accrue interest during the related Interest Accrual Period at the Class A-1 Interest Rate, the Class A-2-A A-2a Interest Rate, the Class A-2-B A-2b Interest Rate, the Class A-3 Interest Rate, the Class A-4 Rate, the Class B Interest Rate and the Class C B Interest Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date in accordance with the priorities set forth in Section 8.02(c), (d) and (e), as specified thereinapplicable, subject to Section 3.01. Interest on the Class A-2a Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Class A-1 Notes and the Class A-2b Notes will be calculated on the basis of the actual number of days in the related Interest Accrual Period and a 360-day year. The Issuing Entity will pay interest on each Class of Notes at the related Interest Rate on each Payment Date on the principal amount of the related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.122.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.)) or WOAR or any of its Affiliates, payment shall will be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that person or nominee and except for the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity applicable Final Scheduled Payment Date for such Class (including and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01) which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.02 that the Notes have become immediately due and payable, the Outstanding Amount of each Note Class of Notes shall be payable in full on the Final Scheduled Payment Date for such Class and, to the extent of funds available therefor, in installments on each the Payment Dates (if any) preceding the Final Scheduled Payment Date as provided for such Class, in Section 3.01 hereof the amounts and in accordance with the forms of the Notes priorities set forth in Exhibit A-1Section 8.02(c), Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. subject to Section 3.01. (c) Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by if the Indenture Trustee or the Indenture Trustee acting at the direction Holders of the Holders of Notes representing not less than a majority 50% of the Outstanding Amount of the Controlling ClassSecurities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All In such case, principal payments on each Class of Notes shall be made pro rata to paid in accordance with the Noteholders of priorities set forth in Section 8.02(d) or Section 8.02(e), as the related Class entitled theretocase may be. Upon written notice thereof, the The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer Issuing Entity expects that the final installment of principal of and interest on such Note to will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (cd) For purposes If the Issuing Entity defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount Issuing Entity shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuing Entity may pay such defaulted interest to the persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Issuing Entity shall fix or cause to be fixed any such special record date and payment date, and, at least 15 days before any such special record date, the Issuing Entity shall mail to each Noteholder a notice that states the special record date, the payment date and the Regular Principal Distribution Amount shall be deemed amount of defaulted interest to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01paid.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A A-2a Notes, the Class A-2-B A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C A-4 Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A A-2a Rate, the Class A-2-B A-2b Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C A-4 Rate, respectively, as set forth in Exhibit A-1▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2▇-A▇, Exhibit A-2▇▇▇▇▇▇▇ ▇-B, Exhibit A-3, Exhibit A-4, Exhibit B ▇ and Exhibit CA-5, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer as directed by such Holder provided such Holder has provided written wiring instructions to the Indenture Trustee and otherwise by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Final Scheduled Payment Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and on any applicable distribution date pursuant to Section 12.05 and the forms of the Notes set forth in Exhibit A-1▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2▇-A▇, Exhibit A-2▇▇▇▇▇▇▇ ▇-B, Exhibit A-3, Exhibit A-4, Exhibit B ▇ and Exhibit C. A-5. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, continuing by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling ClassNotes. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid; provided, that such notice shall be not less than fifteen (15) days and not more than thirty (30) days prior to such date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes If the Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount and Issuer shall pay defaulted interest (plus interest on such defaulted interest to the Regular Principal Distribution Amount shall be deemed to be due and payable extent lawful) at the applicable Interest Rate in any lawful manner on any the next Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01Date.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 NotesOn each Payment Date from amounts on deposit in the Payment Account (after payment of the amounts described in Section 6.07), the Class A-2-A NotesPaying Agent shall pay to the Noteholders, the Class A-2-B NotesCertificate Paying Agent, on behalf of the Class A-3 NotesCertificateholders, and to other Persons the Class A-4 NotesGroup 1 Remittance Amount and Group 2 Remittance Amount, in the Class B Notes and the Class C Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C Rate, respectively, as order of priority set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on this Section 3.05. On each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable from amounts on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date to such Person as appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date deposit in the name Payment Account (after payment of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided amounts described in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof6.07), the Indenture Trustee shall notify pay the Person in whose name a Note is registered at Certificate Paying Agent on behalf of the close Class G Certificateholders from Group 2 Principal Collections to, an amount equal to the lesser of business on the Record Date preceding the Additional Balance Advance Amount, if any, as of such Payment Date on which and the Issuer expects the final installment of principal of and interest on Group 2 Principal Collections for such Note to be paid. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes Payment Date. (A) On each Payment Date, payments shall be mailed made from the Group 1 Interest Remittance Amount in the following priority, in each case to Noteholders as provided the extent of the then remaining Group 1 Interest Remittance Amount: (i) first, to the Class 1A-1 Notes, pro rata, Current Interest and any Carryforward Interest for such Class for such Payment Date; (ii) second, to the Class 1M-1 Notes, Current Interest and any Carryforward Interest for such Class and such Payment Date; (iii) third, to the Class 1M-2 Notes, Current Interest and any Carryforward Interest for such Class and such Payment Date; (iv) fourth, to the Class 1M-3 Notes, Current Interest and any Carryforward Interest for such Class and such Payment Date; (v) fifth, to the Class 1M-4 Notes, Current Interest and any Carryforward Interest for such Class and such Payment Date; (vi) sixth, to the Class 1B-1 Notes, Current Interest and any Carryforward Interest for such Class and such Payment Date; and (vii) seventh, to the Class 1B-2 Notes, Current Interest and any Carryforward Interest for such Class and such Payment Date. (B) On each Payment Date, payments shall be made from the Group 2 Interest Remittance Amount in Section 10.02the following priority, in each case to the extent of the then remaining Group 2 Interest Remittance Amount: (i) first, to the Certificate Paying Agent on behalf of the Class G Certificates, the Additional Balance Advance Interest Distribution Amount for such Payment Date (ii) second, pro rata to the Certificate Paying Agent on behalf of the Class 2A-R Certificateholders, the Class 2A-R Certificate Interest Distribution Amount for such Payment Date for deposit into the Certificate Distribution Account and to the Class 2A-1 Notes, pro rata, Current Interest and any Carryforward Interest for such Class for such Payment Date; (iii) third, to the Class 2M-1 Notes, Current Interest and any Carryforward Interest for such Class and such Payment Date; (iv) fourth, to the Class 2M-2 Notes, Current Interest and any Carryforward Interest for such Class and such Payment Date; (v) fifth, to the Class 2M-3 Notes, Current Interest and any Carryforward Interest for such Class and such Payment Date; (vi) sixth, to the Class 2M-4 Notes, Current Interest and any Carryforward Interest for such Class and such Payment Date; and (vii) seventh, to the Class 2B-1 Notes, Current Interest and any Carryforward Interest for such Class and such Payment Date. (c) For purposes of distributions from (A) On each Payment Date that is prior to the Reserve Account Group 1 Stepdown Date, or if a Group 1 Trigger Event has occurred and is continuing, the remaining Group 1 Remittance Amount after payments made pursuant to Section 5.06(b3.05(b)(A) of above, not to exceed the Sale and Servicing Agreement, any portion of the First Priority Group 1 Principal Distribution Payment Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed distributed in the following order of priority: (i) first, to be due and payable on any Payment Date on which funds sufficient the Class 1A-1 Notes, until the Class Principal Balance thereof has been reduced to pay zero; (ii) second, to the Class 1M-1 Notes, until the Class Principal Balance of such portion would be available Class has been reduced to make zero; (iii) third, to the Class 1M-2 Notes, until the Class Principal Balance of such payment from funds withdrawn from Class has been reduced to zero; (iv) fourth, to the Reserve Account and distributed with Class 1M-3 Notes, until the priorities set forth in accordance with 5.05(bClass Principal Balance of such Class has been reduced to zero; (v) fifth, to the Class 1M-4 Notes, until the Class Principal Balance of such Class has been reduced to zero; (vi) sixth, to the Sale and Servicing Agreement. For Class 1B-1 Notes, until the avoidance Class Principal Balance of doubtsuch Class has been reduced to zero; and (vii) seventh, to the First Priority Class 1B-2 Notes, until the Class Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available Balance of such Class has been reduced to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01zero.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B A-5 Notes, the Class A-6 Notes, the Class A-7 Notes, the Class A-8 Notes, the Class A-9 Notes and the Class C A-10 Notes shall accrue interest at the Class A-1 Interest Rate, the Class A-2-A Rate, the Class A-2-B A-2 Interest Rate, the Class A-3 Interest Rate, the Class A-4 Interest Rate, the Class B A-5 Interest Rate, the Class A-6 Interest Rate, the Class A-7 Interest Rate, the Class A-8 Interest Rate, the Class A-9 Interest Rate and the Class C A-10 Interest Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be due and payable on each Monthly Payment Date as specified therein(or in the case of the Class A-9 Notes on each Quarterly Payment Date), subject to Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Monthly Payment Date (or, in the case of the Class A-9 Notes, on each Quarterly Payment Date) shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to shall be Cede & Co.), payment shall will be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that except for the final installment of principal payable with respect to such Note on a Monthly Payment Date (or, in the case of the Class A-9 Notes, on each Quarterly Payment Date) or on the related applicable class Stated Maturity Date (including and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01) which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Monthly Payment Date as provided (or in Section 3.01 hereof and the forms case of the Class A-9 Notes set forth in Exhibit A-1on each Quarterly Payment Date); provided, Exhibit A-2-Ahowever, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B that the entire unpaid principal amount of each Note shall be due and Exhibit C. payable on the applicable class Stated Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may shall be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which if an Event of Default shall have occurred and be continuing, by continuing and if the Indenture Trustee or the Indenture Trustee acting at the direction Holders of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to have declared the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note Notes to be paid. Such notice shall specify that such final installment will be immediately due and payable only upon presentation and surrender of such Note and shall specify in the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as manner provided in Section 10.025. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A A-2 Notes, the Class A-2-B A-3a Notes, the Class A-3 A-3b Notes, the Class A-4 Notes, Notes and the Class B Notes and the Class C Notes shall accrue interest during the related Interest Accrual Period at the Class A-1 Interest Rate, the Class A-2-A A-2 Interest Rate, the Class A-2-B A-3a Interest Rate, the Class A-3 A-3b Interest Rate, the Class A-4 Rate, the Class B Interest Rate and the Class C B Interest Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date in accordance with the priorities set forth in Section 8.02(c), (d) and (e), as specified thereinapplicable, subject to Section 3.01. Interest on the Class A-3a Notes, the Class A-4 Notes and the Class B Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Class A-1 Notes, the Class A-2 Notes and the Class A-3b Notes will be calculated on the basis of the actual number of days in the related Interest Accrual Period and a 360-day year. The Issuing Entity will pay interest on each Class of Notes at the related Interest Rate on each Payment Date on the principal amount of the related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.122.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.)) or WOAR or any of its affiliates, payment shall will be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that person or nominee and except for the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity applicable class Final Scheduled Payment Date (including and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01) which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.02 that the Notes have become immediately due and payable, the Outstanding Amount of each Note Class of Notes shall be payable in full on the Final Scheduled Payment Date for such class and, to the extent of funds available therefor, in installments on each the Payment Dates (if any) preceding the Final Scheduled Payment Date as provided for such Class, in Section 3.01 hereof the amounts and in accordance with the forms of the Notes priorities set forth in Exhibit A-1Section 8.02(c), Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. subject to Section 3.01. (c) Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by if the Indenture Trustee or the Indenture Trustee acting at the direction Holders of the Holders of Notes representing not less than a majority 50% of the Outstanding Amount of the Controlling ClassSecurities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All In such case, principal payments on each Class of Notes shall be made pro rata to paid in accordance with the Noteholders of priorities set forth in Section 8.02(d) or Section 8.02(e), as the related Class entitled theretocase may be. Upon written notice thereof, the The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer Issuing Entity expects that the final installment of principal of and interest on such Note to will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (cd) For purposes If the Issuing Entity defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount Issuing Entity shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuing Entity may pay such defaulted interest to the persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Issuing Entity shall fix or cause to be fixed any such special record date and payment date, and, at least 15 days before any such special record date, the Issuing Entity shall mail to each Noteholder a notice that states the special record date, the payment date and the Regular Principal Distribution Amount shall be deemed amount of defaulted interest to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01paid.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C B Notes shall accrue interest at the Class A-1 Interest Rate, the Class A-2-A Rate, the Class A-2-B A-2 Interest Rate, the Class A-3 Interest Rate, the Class A-4 Rate, the Class B Interest Rate and the Class C B Interest Rate, respectively, as set forth in Exhibit A-1Exhibits ▇-▇, Exhibit A-2▇-A▇, Exhibit A-2▇-B▇, Exhibit A-3, Exhibit A-4, Exhibit B ▇-▇ and Exhibit CA-5, respectively, and such interest shall be payable on each Payment Distribution Date as specified therein, subject to Section Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.122.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall will be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that nominee and except for the final installment of principal payable with respect to such Note on a Payment Distribution Date or on the related Stated Maturity applicable class final scheduled Distribution Date (including and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01) which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Distribution Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1Exhibits ▇-▇, Exhibit A-2▇-A▇, Exhibit A-2▇-B▇, Exhibit A-3, Exhibit A-4, Exhibit B ▇-▇ and Exhibit C. A-5. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by if the Indenture Trustee or the Indenture Trustee acting at the direction Holders of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to have declared the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note Notes to be paid. Such notice shall specify that such final installment will be immediately due and payable only upon presentation and surrender of such Note and shall specify in the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as manner provided in Section 10.025. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B A-5 Notes, the Class A-6 Notes, the Class A-7 Notes and the Class C A-8 Notes shall accrue interest at the Class A-1 Interest Rate, the Class A-2-A Rate, the Class A-2-B A-2 Interest Rate, the Class A-3 Interest Rate, the Class A-4 Interest Rate, the Class B A-5 Interest Rate, the Class A-6 Interest Rate, the Class A-7 Interest Rate and the Class C A-8 Interest Rate, respectively, as set forth in Exhibit Exhibits A-1, Exhibit A-2▇-A▇, Exhibit A-2▇-B▇, Exhibit A-3▇-▇, Exhibit A-4▇-▇, Exhibit B ▇-▇, ▇-7 and Exhibit CA-8, respectively, and such interest shall be payable on each Payment Distribution Date as specified therein, subject to Section 3.01Section 3.1. Any installment of interest or principal principal, if any, payable on a any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall will be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that nominee and except for the final installment of principal payable with respect to such Note on a Payment Distribution Date or on the related Stated Maturity applicable Final Scheduled Distribution Date for such Class of Notes (including and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01) 10.1), which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.033.3. (b) The principal of each Note shall be payable in installments on each Payment Distribution Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1, Exhibit A-2▇▇▇▇▇▇▇ ▇-A▇, Exhibit A-2-B, Exhibit ▇▇hibit A-3, Exhibit A-4▇▇▇▇▇▇▇ ▇-▇, Exhibit B ▇▇hibit A-5, ▇▇▇▇▇▇▇ ▇-▇, ▇▇hibit A-7 and Exhibit C. A-8. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may of a Class of Notes shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any earlier of (i) the respective Final Scheduled Distribution Date of such Class, (ii) the Redemption Date or (iii) the date on which an Event of Default shall have occurred and be continuing, by if the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to have declared the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note Notes to be paid. Such notice shall specify that such final installment will be immediately due and payable only upon presentation and surrender of such Note and shall specify in the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as manner provided in Section 10.025. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A A-2a Notes, the Class A-2-B A-2b Notes, the Class A-3 A-3a Notes, the Class A-3b Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A A-2a Rate, the Class A-2-B A-2b Rate, the Class A-3 A-3a Rate, the Class A-3b Rate, the Class A-4 Rate, the Class B Rate and the Class C Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-AA-2a, Exhibit A-2-BA-2b, Exhibit A-3A-3a, Exhibit A-4A-3b, Exhibit B ▇-▇, ▇▇▇▇▇▇▇ ▇ ▇▇d Exhibit ▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ be due and Exhibit C, respectively, and such interest shall be payable on each Payment Distribution Date as specified therein, subject to Section 3.01Section 3.1. Any installment of interest or principal principal, if any, payable on a any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date either by wire transfer in immediately available funds, to the account of such Noteholder at a bank or other entity having appropriate facilities therefor, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five (5) Business Days prior to such Person Distribution Date and such Noteholder's Notes in the aggregate evidence a denomination of not less than $1,000,000, or, if not, by check mailed first-class postage prepaid to such Person's address as it appears on the Note Register on such Record Date, except ; provided that, unless Definitive Notes have been issued to Note Owners pursuant to Section 2.122.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that and except for the final installment of principal payable with respect to such Note on a Payment Distribution Date, Redemption Date or on the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) applicable Final Scheduled Distribution Date, which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.033.3. (b) The principal of each Note shall be payable in installments on each Payment Distribution Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1, Exhibit A-2-AA-2a, Exhibit A-2-BA-2b, Exhibit A-3A-3a, Exhibit A-4A-3b, Exhibit B and ▇-▇, ▇▇▇▇▇▇▇ ▇ ▇▇d Exhibit C. Notwithstanding the foregoing▇ ▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, the entire unpaid principal amount of the each Class of Notes may shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by if the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders Noteholders of Notes representing evidencing not less than a majority of the Outstanding Amount Note Balance of the Controlling Class. All principal payments on each Note Class of have declared the Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be immediately due and payable only upon presentation and surrender of such Note and shall specify in the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as manner provided in Section 10.025. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A A-2a Notes, the Class A-2-B A-2b Notes, the Class A-3 Notes, the Class A-4 B Notes, the Class B C Notes and the Class C D Notes shall accrue interest during the related Interest Accrual Period at the Class A-1 Interest Rate, the Class A-2-A A-2a Interest Rate, the Class A-2-B A-2b Interest Rate, the Class A-3 Rate, the Class A-4 Interest Rate, the Class B Interest Rate, the Class C Interest Rate and the Class C D Interest Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date in accordance with the priorities set forth in Section 8.02(c) and (d), as specified thereinapplicable, subject to Section 3.01. The Class E Notes will not bear an Interest Rate, and will not accrue interest during any Interest Accrual Period, and therefore, no interest will be payable with respect to such Notes. Interest on the Class A-2a Notes, the Class A-3 Notes, the Class B Notes, the Class C Notes and the Class D Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Class A-1 Notes and the Class A-2b Notes will be calculated on the basis of the actual number of days in the related Interest Accrual Period and a 360-day year. The Issuing Entity will pay interest on each applicable Class of Notes at the related Interest Rate on each Payment Date on the principal amount of the related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer to such Person Person’s designated account as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.122.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.)) or WOAR or any of its Affiliates, payment shall will be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that person or nominee and except for the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity applicable Final Scheduled Payment Date for such Class (including and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01) which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.02 that the Notes have become immediately due and payable, the Outstanding Amount of each Note Class of Notes shall be payable in full on the Final Scheduled Payment Date for such Class and, to the extent of funds available therefor, in installments on each the Payment Dates (if any) preceding the Final Scheduled Payment Date as provided for such Class, in Section 3.01 hereof the amounts and in accordance with the forms of the Notes priorities set forth in Exhibit A-1Section 8.02(c), Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. subject to Section 3.01. (c) Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by if the Indenture Trustee or the Indenture Trustee acting at the direction Holders of the Holders of Notes representing not less than at least a majority of the Outstanding Amount of the Controlling ClassSecurities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All In such case, principal payments on each Class of Notes shall be made pro rata to paid in accordance with the Noteholders of the related Class entitled theretopriorities set forth in Section 8.02(d). Upon written notice thereof, the The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer Issuing Entity expects that the final installment of principal of and interest on such Note to will be paid. Such notice shall be mailed or transmitted prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (cd) For purposes If the Issuing Entity defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount Issuing Entity shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuing Entity may pay such defaulted interest to the persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Issuing Entity shall fix or cause to be fixed any such special record date and payment date, and, at least 15 days before any such special record date, the Issuing Entity shall mail to each Noteholder a notice that states the special record date, the payment date and the Regular Principal Distribution Amount shall be deemed amount of defaulted interest to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01paid.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A A-2a Notes, the Class A-2-B A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C A-4 Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A A-2a Rate, the Class A-2-B A-2b Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C A-4 Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit CA-5, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer as directed by such Holder provided such Holder has provided written wiring instructions to the Indenture Trustee and otherwise by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Final Scheduled Payment Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and on any applicable distribution date pursuant to Section 12.05 and the forms of the Notes set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. A-5. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, continuing by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling ClassNotes. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid; provided, that such notice shall be not less than fifteen (15) days and not more than thirty (30) days prior to such date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes If the Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount and Issuer shall pay defaulted interest (plus interest on such defaulted interest to the Regular Principal Distribution Amount shall be deemed to be due and payable extent lawful) at the applicable Interest Rate in any lawful manner on any the next Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01Date.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes(I) On each Payment Date from amounts on deposit in the Payment Account with respect to the Group I Loans (other than amounts deposited in the nature of prepayment charges), the Paying Agent shall pay to the Class A-2-A NotesI Noteholders, the Class A-2-B NotesCertificate Paying Agent, on behalf of the Class A-3 NotesCertificateholders, and to other Persons the Class A-4 Notes, the Class B Notes and the Class C Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C Rate, respectivelyamounts to which they are entitled, as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C, respectivelythe statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, and to the Class SB-I Certificateholders, amounts in the nature of prepayment charges, as set forth below in the following order of priority: (i) first, to the Class I Noteholders, on a pro rata basis in accordance with their respective Interest Distribution Amounts, the Interest Distribution Amount for each Class of the Class I Notes for such Payment Date; (ii) second, to the Class I Noteholders, as principal on the Class I Notes, the Principal Collection Distribution Amount for such Payment Date to be allocated to the Class I Notes as described in Section 3.05(b)(i) below, until the Security Balances thereof have been reduced to zero; (iii) third, to the Class I Noteholders, as principal on the Class I Notes, the Liquidation Loss Distribution Amount with respect to the Group I Loans for such Payment Date to be allocated to the Class I Notes as described in Section 3.05(b)(i) below, until the Security Balances thereof have been reduced to zero; (iv) fourth, to the Credit Enhancer, the amount of the premium for the Group I Policy and any previously unpaid premiums for the Group I Policy, with interest shall thereon as provided in the Insurance Agreement; (v) fifth, to the Credit Enhancer, to reimburse it for prior draws made on the Group I Policy with interest thereon as provided in the Insurance Agreement; (vi) sixth, to the Class I Noteholders, as principal on the Class I Notes, the Group I Overcollateralization Increase Amount, if any, for such Payment Date to be payable allocated to the Class I Notes as described in Section 3.05(b)(i) below, until the Security Balances thereof have been reduced to zero; (vii) seventh, to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement and related to the Class I Notes; (viii) eighth, to the Class I Noteholders, any Prepayment Interest Shortfalls for such Payment Date allocated to the Class I Noteholders as described in Section 3.05(b)(ii) below, and any Prepayment Interest Shortfalls allocated to the Class I Notes on any previous Payment Date and not previously paid, plus interest on any previously unpaid amount from the date the shortfall was allocated at the applicable Note Rate (as adjusted from time to time), on a pro rata basis in accordance with their respective amounts of Prepayment Interest Shortfalls allocated thereto and remaining unpaid; (ix) ninth, to the Class I Noteholders, their respective amounts of Group I Net WAC Cap Shortfalls for such Payment Date, if any, and respective amounts of Group I Net WAC Cap Shortfalls for any previous Payment Date and not previously paid, if any, plus interest on any previously unpaid amount from the date of the shortfall at the applicable Note Rate (as adjusted from time to time), on a pro rata basis in accordance with their respective amounts of Group I Net WAC Cap Shortfalls remaining unpaid; (x) tenth, to the Class I Noteholders, any Relief Act Shortfalls with respect to the Group I Loans incurred during the related Collection Period allocated to the Class I Noteholders as described in Section 3.05(b)(ii) below, on a pro rata basis in accordance with the respective amounts of Relief Act Shortfalls so allocated; and (xi) eleventh, any remaining amount (other than amounts in the nature of prepayment charges) to the Certificate Paying Agent on behalf of the holders of the Group I Certificates and any amounts in the nature of prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Class SB-I Certificates and the REMIC II Regular Interests SB-PO and SB-IO; (a) (I) (i) through (iii), (vi) and (viii) through (x) that are due and required to be paid on such Payment Date have been paid and (y) pursuant to clause 3.05(a)(I) (v) will not be paid until the full amount of interest and principal in accordance with clauses 3.05 (a) (I) (i) through (iii) and (vi) that are due and required to be paid on such Payment Date have been paid. For purposes of the foregoing, required payments of principal on the Class I Notes on each Payment Date as specified therein, subject pursuant to Section 3.01. Any installment clause 3.05(a)(I)(iii) above will include the pro rata portion allocable to the Class I Notes of interest or principal payable on a Note that is punctually all Liquidation Loss Amounts for such Payment Date and for all previous Collection Periods until paid or duly provided for covered in full, to the extent not otherwise covered by a Liquidation Loss Distribution Amount with respect to the Issuer Class I Notes, a reduction of the Group I Overcollateralization Amount on such Payment Date or a draw on the applicable Group I Policy (up to the outstanding Security Balance thereof). On the Final Scheduled Payment Date or other final Payment Date for the Class I Notes, the amount to be paid pursuant to clause (ii) above shall be paid equal to the Person in whose name such Note (or one or more Predecessor Notes) is registered on Security Balances of the Record Date Class I Notes immediately prior to such Person as appears Payment Date. Notwithstanding anything herein to the contrary, if the final Payment Date is a date on which the Note Register on such Record Date, except that, unless Definitive Notes have been issued Master Servicer has exercised its right to purchase all of the Group I Loans pursuant to Section 2.128.08 of the Servicing Agreement, the priorities set forth in clauses (i) through (vi) above shall be disregarded, and amounts on deposit in the Payment Account with respect to Notes registered on the Record Date in Group I Loans will be applied first, to pay the name of Interest Distribution Amount for the nominee of the Clearing Agency (initiallyClass I Notes, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments returned undelivered shall be held pro rata basis in accordance with Section 3.03. (b) The their respective Interest Distribution Amounts; second, to pay principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Class I Notes set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata basis in accordance with their respective Security Balances, until the Security Balances thereof have been reduced to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person zero and then in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed accordance with the priorities set forth in accordance with 5.05(bclauses (iv) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due through (other than in accordance with Section 2.08(bxii) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A A-2a Notes, the Class A-2-B A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C B Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A A-2a Rate, the Class A-2-B A-2b Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C B Rate, respectively, as set forth in Exhibit A-1▇-▇, Exhibit A-2▇▇▇▇▇▇▇ ▇-A, Exhibit A-2-B▇, Exhibit A-3, Exhibit A-4▇-▇, Exhibit B ▇▇▇▇▇▇▇ ▇-▇ and Exhibit CA-6, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer as directed by such Holder provided such Holder has provided written wiring instructions to the Indenture Trustee and otherwise by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Final Scheduled Payment Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and on any applicable distribution date pursuant to Section 12.05 and the forms of the Notes set forth in Exhibit A-1▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2▇-A▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B A-5 and Exhibit C. A-6. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, continuing by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling ClassNotes. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid; provided, that such notice shall be not less than 15 days and not more than 30 days prior to such date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes If the Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount and Issuer shall pay defaulted interest (plus interest on such defaulted interest to the Regular Principal Distribution Amount shall be deemed to be due and payable extent lawful) at the applicable Interest Rate in any lawful manner on any the next Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01Date.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A A-2a Notes, the Class A-2-B A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C B Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A A-2a Rate, the Class A-2-B A-2b Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C B Rate, respectively, as set forth in Exhibit A-1▇-▇, Exhibit A-2▇▇▇▇▇▇▇ ▇-A, Exhibit A-2-B▇, Exhibit A-3, Exhibit A-4▇-▇, Exhibit B ▇▇▇▇▇▇▇ ▇-▇ and Exhibit CA-6, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer as directed by such Holder provided such Holder has provided written wiring instructions to the Indenture Trustee and otherwise by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Final Scheduled Payment Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and on any applicable distribution date pursuant to Section 12.05 and the forms of the Notes set forth in Exhibit A-1▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2▇-A▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B A-5 and Exhibit C. A-6. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, continuing by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling ClassNotes. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid; provided, that such notice shall be not less than fifteen (15) days and not more than thirty (30) days prior to such date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes If the Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount and Issuer shall pay defaulted interest (plus interest on such defaulted interest to the Regular Principal Distribution Amount shall be deemed to be due and payable extent lawful) at the applicable Interest Rate in any lawful manner on any the next Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01Date.

Payment of Principal and Interest; Defaulted Interest. (a) The Notes shall accrue interest as provided in the forms of the Class A-1 NotesNote, the Class A-2-A NotesA-2 Note, the Class A-2-B Notes, the Class A-3 Notes, the Class A-4 Notes and Class B Notes, the Class B Notes and the Class C Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C Rate, respectively, as set forth in Exhibit A-1Exhibits ▇-▇, Exhibit A-2▇-A▇, Exhibit A-2▇-▇, ▇-▇ and B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01Section 3.1. Any installment of interest or principal principal, if any, payable on a any Note that which is punctually paid or duly provided for by the Issuer Owner Trustee on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date Date, by check mailed first-class, postage prepaid, to such Person Person's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall will be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that nominee and except for the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Final Scheduled Payment Date for such Class (including and except for the Redemption Price for any Note called for redemption pursuant to Section 10.0110.1(a)) which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.033.3. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes Class A-1 Note, Class A-2 Note, Class A-3 Note, Class A-4 Note and Class B Note, set forth in Exhibit A-1Exhibits ▇-▇, Exhibit A-2▇-A▇, Exhibit A-2▇-▇, ▇-▇ and B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. respectively. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the if Indenture Trustee or the Indenture Trustee acting at the direction Holders of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All Note Class of Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.2 and, in such event, all principal payments on each Class class of Notes shall be made pro rata to the Noteholders of the related Class such class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer Indenture Trustee expects that the final installment of principal of and interest on such Note to will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.0210.2. (c) For purposes If Owner Trustee defaults in a payment of distributions from interest on the Reserve Account pursuant Notes, Owner Trustee shall pay defaulted interest (plus interest on such defaulted interest to Section 5.06(bthe extent lawful) of at the Sale and Servicing Agreement, any portion of applicable Interest Rate on the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to following such default. The Owner Trustee shall pay such portion would be available defaulted interest to make the Holders of Notes on the Record Date for such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01following Payment Date.

Payment of Principal and Interest; Defaulted Interest. (a) The On each Payment Date from amounts on deposit in the Payment Account, the Paying Agent, on behalf of the Issuer, shall pay to the Noteholders and the Certificate Paying Agent, on behalf of the Issuer, shall pay to the Certificateholders and the Indenture Trustee, in its capacity as agent for the Issuer, shall pay to other Persons the amounts to which they are entitled as set forth below: (i) sequentially (a) to the Holders of the Class A-1 Notes, the related Class A-2-A Interest Distribution, (b) to the Holders of the Class A-2 Notes, the related Class A-2-B NotesInterest Distribution, (c) to the Holders of the Class A-3 Notes, the related Class A-4 Interest Distribution, (d) to the Holders of the Class B Notes, the related Class Interest Distribution and (e) subject to the proviso set forth following clause (vii) below, to the Holders of the Certificates, the Certificate Yield; (ii) sequentially, up to the Optimum Monthly Principal: (a) to the Holders of the Class A-1 Notes, until the Principal Balance of the Class A-1 Notes equals the Class A-1 Targeted Principal Balance, (b) to the Holders of the Class A-2 Notes, until the Principal Balance of the Class A-2 Notes equals the Class A-2 Targeted Principal Balance, to the extent the related Adjusted Principal Balance for the Class A-2 Notes is not thereby reduced below the related Minimum Adjusted Principal Balance for such Class of Notes, (c) to the Holders of the Class A-3 Notes, until the Principal Balance of the Class A-3 Notes equals the Class A-3 Targeted Principal Balance, to the extent the related Adjusted Principal Balance for the Class A-3 Notes is not thereby reduced below the related Minimum Adjusted Principal Balance for such Class of Notes, and (d) to the Holders of the Class B Notes, until the Principal Balance of the Class B Notes and the Class C Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B Rate, the Class A-3 Rate, the Class A-4 Rate, equals the Class B Rate and Targeted Principal Balance, to the extent the related Adjusted Principal Balance for the Class C Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable on a Note that Notes is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date to such Person as appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on not thereby reduced below the related Stated Maturity Date (including the Redemption Price Minimum Adjusted Principal Balance for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01.Notes;

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A A-2a Notes, the Class A-2-B A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C A-4 Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A A-2a Rate, the Class A-2-B A-2b Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C A-4 Rate, respectively, as set forth in Exhibit A-1▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2▇-A▇, Exhibit A-2▇▇▇▇▇▇▇ ▇-B▇, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit CA-5, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer as directed by such Holder provided such Holder has provided written wiring instructions to the Indenture Trustee and otherwise by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Final Scheduled Payment Date (including the Redemption Price for any Note called for redemption pursuant to Section Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and on any applicable distribution date pursuant to Section 12.05 and the forms of the Notes set forth in Exhibit A-1▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2▇-A▇, Exhibit A-2▇▇▇▇▇▇▇ ▇-B▇, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. A-5. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, continuing by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling ClassNotes. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid; provided, that such notice shall be not less than fifteen (15) days and not more than thirty (30) days prior to such date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes If the Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount and Issuer shall pay defaulted interest (plus interest on such defaulted interest to the Regular Principal Distribution Amount shall be deemed to be due and payable extent lawful) at the applicable Interest Rate in any lawful manner on any the next Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01Date.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class C D Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate, the Class C Rate and the Class C D Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2A-▇-A▇, Exhibit A-2▇▇▇▇▇▇▇ ▇-B▇-▇, Exhibit A-3▇▇▇▇▇▇▇ ▇-▇, Exhibit A-4, Exhibit B B, Exhibit C and Exhibit CD, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1, Exhibit A-2A-▇-A▇, Exhibit A-2▇▇▇▇▇▇▇ ▇-B▇-▇, Exhibit A-3▇▇▇▇▇▇▇ ▇-▇, Exhibit A-4, Exhibit B B, Exhibit C and Exhibit C. D. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes If the Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount and Issuer shall pay defaulted interest (plus interest on such defaulted interest to the Regular Principal Distribution Amount shall be deemed to be due and payable extent lawful) at the applicable Interest Rate in any lawful manner on any the next Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01Date.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A A-2a Notes, the Class A-2-B A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes shall accrue interest during the related Interest Accrual Period at the Class A-1 Interest Rate, the Class A-2-A A-2a Interest Rate, the Class A-2-B A-2b Interest Rate, the Class A-3 Interest Rate, the Class A-4 Interest Rate, the Class B Interest Rate and the Class C Interest Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date in accordance with the priorities set forth in Section 8.02(d) and (e), as specified thereinapplicable, subject to Section 3.01. Interest on the Class A-2a Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Class A-1 Notes and the Class A-2b Notes will be calculated on the basis of the actual number of days in the related Interest Accrual Period and a 360-day year. The Issuing Entity will pay interest on each Class of Notes at the related Interest Rate on each Payment Date on the principal amount of the related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer to such Person Person’s designated account as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.122.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.)) or WOAR or any of its Affiliates, payment shall will be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that person or nominee and except for the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity applicable Final Scheduled Payment Date for such Class (including and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01) which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.02 that the Notes have become immediately due and payable, the Outstanding Amount of each Note Class of Notes shall be payable in full on the Final Scheduled Payment Date for such Class and, to the extent of funds available therefor, in installments on each the Payment Dates (if any) preceding the Final Scheduled Payment Date as provided for such Class, in Section 3.01 hereof the amounts and in accordance with the forms of the Notes priorities set forth in Exhibit A-1Section 8.02(d), Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. subject to Section 3.01. (c) Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by if the Indenture Trustee or the Indenture Trustee acting at the direction Holders of the Holders of Notes representing not less than at least a majority of the Outstanding Amount of the Controlling ClassSecurities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All In such case, principal payments on each Class of Notes shall be made pro rata to paid in accordance with the Noteholders of the related Class entitled theretopriorities set forth in Section 8.02(e). Upon written notice thereof, the The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer Issuing Entity expects that the final installment of principal of and interest on such Note to will be paid. Such notice shall be mailed or transmitted prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (cd) For purposes If the Issuing Entity defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount Issuing Entity shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuing Entity may pay such defaulted interest to the persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Issuing Entity shall fix or cause to be fixed any such special record date and payment date, and, at least 15 days before any such special record date, the Issuing Entity shall mail to each Noteholder a notice that states the special record date, the payment date and the Regular Principal Distribution Amount shall be deemed amount of defaulted interest to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01paid.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class C D Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate, the Class C Rate and the Class C D Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B B, Exhibit C and Exhibit CD, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B B, Exhibit C and Exhibit C. D. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes If the Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount and Issuer shall pay defaulted interest (plus interest on such defaulted interest to the Regular Principal Distribution Amount shall be deemed to be due and payable extent lawful) at the applicable Interest Rate in any lawful manner on any the next Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01Date.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, Notes and the Class B Notes and the Class C Notes shall accrue interest during the related Interest Accrual Period at the Class A-1 Interest Rate, the Class A-2-A Rate, the Class A-2-B A-2 Interest Rate, the Class A-3 Interest Rate, the Class A-4 Rate, the Class B Interest Rate and the Class C B Interest Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date in accordance with the priorities set forth in Section 8.02(c), (d) and (e), as specified thereinapplicable, subject to Section 3.01. Interest on each Class of Notes (other than the Class A-1 Notes) will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Class A-1 Notes will calculated on the basis of the actual number of days in the related Interest Accrual Period and a 360-day year. The Issuer will pay interest on each Class of Notes at the related Interest Rate on each Payment Date on the principal amount of the related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.122.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall will be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that nominee and except for the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity applicable class final scheduled Payment Date (including and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01) which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.02 that the Notes have become immediately due and payable, the Outstanding Amount of each Note Class of Notes shall be payable in full on the Final Scheduled Payment Date for such class and, to the extent of funds available therefor, in installments on each the Payment Dates (if any) preceding the Final Scheduled Payment Date as provided for such Class, in Section 3.01 hereof the amounts and in accordance with the forms of the Notes priorities set forth in Exhibit A-1Section 8.02(c), Exhibit A-2-Asubject to Section 3.01 and, Exhibit A-2-Bif applicable, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. Section 8.02(f). (c) Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by if the Indenture Trustee or the Indenture Trustee acting at the direction Holders of the Holders of Notes representing not less than a majority 50% of the Outstanding Amount of the Controlling ClassSecurities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All In such case, principal payments on each Class of Notes shall be made pro rata to paid in accordance with the Noteholders of priorities set forth in Section 8.02(d) or Section 8.02(e), as the related Class entitled theretocase may be. Upon written notice thereof, the The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note to will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (cd) For purposes If the Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the Regular Principal Distribution Amount shall be deemed amount of defaulted interest to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01paid.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 On each Payment Date (other than a Payment Date after an Event of Default and an acceleration of the Notes), from amounts on deposit in the Trustee Collection Account (after the Indenture Trustee has removed any investment earnings to be retained by it pursuant to Section 6.07), the Class A-2-A NotesIndenture Trustee shall apply the following amounts in the following order of priority, in accordance with the Servicing Certificate: (i) FIRST, to pay any prepayment penalties collected on the Mortgage Loans during the immediately preceding Collection Period to the holders of the Certificates; (ii) SECOND, for any Payment Date up to and including the March 2004 Payment Date, an amount equal to $128,900 to the Interest Rate Cap Counterparty; (iii) THIRD, to pay accrued and unpaid interest due on the Note Balances of the Notes at the respective Note Rates as follows: (a) first, to the Class A-2-B Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B A Notes and the Class C Notes shall accrue A-IO Notes, on a pro rata basis in accordance with the amount of accrued interest at due thereon; (b) second, to the Class A-1 RateM-1 Notes; (c) third, to the Class M-2 Notes; and (d) fourth, to the Class B-1 Notes; (iv) FOURTH, to pay as principal on the Notes (other than the Class A-IO Notes), in an amount equal to the Principal Collection Distribution Amount for that Payment Date as follows: (a) first, to the Class A Notes, in the order described in Section 3.26, the amount necessary to reduce the aggregate Note Balance of the Class A Notes to the Class A Optimal Principal Balance; (b) second, to the Class M-1 Notes, the amount necessary to reduce the Note Balance of the Class M-1 Notes to the Class M-1 Optimal Principal Balance; (c) third, to the Class M-2 Notes, the amount necessary to reduce the Note Balance of the Class M-2 Notes to the Class M-2 Optimal Principal Balance; and (d) fourth, to the Class B-1 Notes, the amount necessary to reduce the Note Balance of the Class B-1 Notes to the Class B-1 Optimal Principal Balance; (v) FIFTH, to pay to the Class A Notes, in the order described in Section 3.26, until the aggregate Note Balance of the Class A Notes has been reduced to the Class A Optimal Principal Balance, an amount equal to any Liquidation Loss Amounts incurred on the Mortgage Loans during the related Collection Period, and any Liquidation Loss Amounts allocated to the Class A Notes on any previous Payment Date and not previously paid, plus interest on any previously unpaid amount; (vi) SIXTH, to pay to the Class M-1 Notes, until the Note Balance of the Class M-1 Notes has been reduced to the Class M-1 Optimal Note Balance, an amount equal to any Liquidation Loss Amounts incurred on the Mortgage Loans during the related Collection Period and not paid to the holders of the Class A Notes under clause (v) above, and any Liquidation Loss Amounts allocated to the Class M-1 Notes on any previous Payment Date and not previously paid, plus interest on any previously unpaid amount; (vii) SEVENTH, to pay to the Class M-2 Notes, until the Note Balance of the Class M-2 Notes has been reduced to the Class M-2 Optimal Principal Balance, an amount equal to any Liquidation Loss Amounts incurred on the Mortgage Loans during the related Collection Period and not paid to the holders of the Class A Notes under clause (v) above or the Class M-1 Notes under clause (vi) above, and any Liquidation Loss Amounts allocated to the Class M-2 Notes on any previous Payment Date and not previously paid, plus interest on any previously unpaid amount; (viii) EIGHTH, to pay to the Class B-1 Notes, until the Note Balance of the Class B-1 Notes has been reduced to the Class B-1 Optimal Principal Balance, an amount equal to any Liquidation Loss Amounts incurred on the Mortgage Loans during the related Collection Period and not paid to the holders of the Class A Notes under clause (v) above, the Class A-2-M- 1 Notes under clause (vi) above or the Class M-2 Notes under clause (vii) above, and any Liquidation Loss Amounts allocated to the Class B-1 Notes on any previous Payment Date and not previously paid, plus interest on any previously unpaid amount; (ix) NINTH, to pay to the Class A RateNotes to reduce the aggregate Note Balance of the Class A Notes to the Class A Optimal Principal Balance, in the order described in Section 3.26, an amount equal to any Overcollateralization Increase Amount; (x) TENTH, to pay to the Class M-1 Notes, to reduce the Note Balance of the Class M-1 Notes to the Class M-1 Optimal Principal Balance, an amount equal to any Overcollateralization Increase Amount, to the extent not previously distributed to the Class A Notes pursuant to clause (ix) above; (xi) ELEVENTH, to pay to the Class M-2 Notes, to reduce the Note Balance of the Class M-2 Notes to the Class M-2 Optimal Principal Balance, an amount equal to any Overcollateralization Increase Amount, to the extent not previously distributed to the Class A Notes pursuant to clause (ix) above or the Class M-1 Notes pursuant to clause (x) above,; (xii) TWELFTH, to pay to the Class B-1 Notes, to reduce the Note Balance of the Class B-1 Notes to the Class B-1 Optimal Principal Balance, an amount equal to any Overcollateralization Increase Amount, to the extent not previously distributed to the Class A Notes pursuant to clause (ix) above, the Class A-2M-1 Notes pursuant to clause (x) above or the Class M-2 Notes pursuant to clause (xi) above; (xiii) THIRTEENTH, to pay the Indenture Trustee and the Administrator any unpaid expenses and other reimbursable amounts owed to the Indenture Trustee pursuant to Section 3.17 of the Sale and Servicing Agreement, Section 6.07 hereof and Section 4 of the Administration Agreement to the extent remaining unpaid; (xiv) FOURTEENTH, to pay the holders of the Class IIIA-1 Notes and the Variable Funding Notes, pro rata, any unpaid related Interest Carry-B RateForward Amounts, together with interest thereon; (xv) FIFTEENTH, to pay the holders of the Class M-1 Notes any unpaid related Interest Carry-Forward Amounts, together with interest thereon; (xvi) SIXTEENTH, to pay the holders of the Class M-2 Notes any related unpaid Interest Carry-Forward Amounts, together with interest thereon; (xvii) SEVENTEENTH, to pay the holders of the Class B-1 Notes any related unpaid Interest Carry-Forward Amounts, together with interest thereon; and (xviii) EIGHTEENTH, any remaining amounts to the holders of the Certificates. Notwithstanding the foregoing, on the Legal Final Payment Date for a Class of Notes, the Class A-3 Rateamounts to be paid pursuant to clause (iv) above shall be equal to the aggregate of the Term Note Balances plus the Variable Funding Balance immediately prior to such Payment Date for all Notes with a Legal Final Payment Date on such Payment Date. In the event that any withholding tax is imposed on distributions (or allocations of income) to a Holder of a Certificate, such tax shall reduce the amount otherwise distributable to such Holder in accordance with this Section 3.05. The Indenture Trustee is hereby authorized and directed to retain or cause to be retained from amounts otherwise distributable to the Holders of the Certificates sufficient funds for the payment of any tax that is legally owed by the Issuer; provided, that such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate Proceedings and withholding payment thereof, if permitted by law, pending the outcome of such Proceedings. The amount of any withholding tax imposed with respect to a Holder of a Certificate shall be treated as cash distributed to such Holder at the time it is withheld by the Indenture Trustee 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-U.S. Holder of a Certificate), the Class A-4 RateIndenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph. Amounts paid to Noteholders shall be paid in respect of the Term Notes or Variable Funding Notes, as the Class B Rate and case may be, in accordance with the Class C Rate, respectively, applicable percentage as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01paragraph (b) below. Any installment of interest or principal payable on a any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered Holder of record thereof on the immediately preceding Record Date by check or money order mailed to the address of such Person as appears on Noteholder reflected in the Note Register on such Record Date(or upon the request of a Holder owning Notes with a principal amount or notional balance of at least $1,000,000, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer to an account specified in immediately available funds writing by such Holder reasonably satisfactory to the account designated by Indenture Trustee), in the amount required to be distributed to such nominee, if an account is so designatedHolder on such Payment Date pursuant to such Holder's Notes; provided, however, that the final installment of principal payable with respect Indenture Trustee shall not pay to any such Holder any amounts required to be withheld from a payment to such Note on a Payment Date or on Holder by the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments returned undelivered shall be held in accordance with Section 3.03Code. (b) The principal Principal of each Note shall be due and payable in installments full on each the Legal Final Payment Date for the related Class of Notes as provided in Section 3.01 hereof and the forms applicable form of the Notes Note set forth in Exhibit Exhibits A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-2 and A-3, Exhibit A-4, Exhibit B and Exhibit C. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of the Term Notes and the Va▇▇▇▇▇▇ ▇unding Notes shall be made pro rata to the Class of Noteholders of entitled thereto in accordance with the related Class entitled theretoPercentage Interests represented thereby. Upon written notice thereofto the Indenture Trustee by the Issuer, the Indenture Trustee shall notify the Person in whose the name of which a Note is registered at the close of business on the Record Date preceding the related Legal Final Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paidDate. Such notice shall be mailed no later than five Business Days prior to the related Legal Final Payment Date and shall specify that payment of the principal amount and any interest due with respect to such final installment Note at the related Legal Final Payment Date will be payable only upon presentation and surrender of such Note Note, and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02final payment. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C A-4 Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C A-4 Rate, respectively, as set forth in Exhibit A-1▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, A-3 and Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Distribution Date as specified therein, subject to Section Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Distribution Date or on the related Stated Maturity Final Scheduled Distribution Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Distribution Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, A-3 and Exhibit A-4, Exhibit B and Exhibit C. . Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, continuing by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling ClassAmount. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related each Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Distribution Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes If the Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner on the next Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01Date.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C B Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C B Rate, respectively, as set forth in Exhibit A-1▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2▇-A▇, Exhibit A-2▇▇▇▇▇▇▇ ▇-B, Exhibit A-3, Exhibit A-4, Exhibit B ▇ and Exhibit CA-5, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer as directed by such Holder provided such Holder has provided written wiring instructions to the Indenture Trustee and otherwise by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Final Scheduled Payment Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2▇-A▇, Exhibit A-2▇▇▇▇▇▇▇ ▇-B, Exhibit A-3, Exhibit A-4, Exhibit B ▇ and Exhibit C. A-5. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, continuing by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Notes of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid; provided, that such notice shall be not less than 15 days and not more than 30 days prior to such date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes If the Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount and Issuer shall pay defaulted interest (plus interest on such defaulted interest to the Regular Principal Distribution Amount shall be deemed to be due and payable extent lawful) at the applicable Interest Rate in any lawful manner on any the next Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01Date.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C A-4 Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C A-4 Rate, respectively, as set forth in Exhibit A-1▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, A-3 and Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be due and payable on each Payment Date as specified therein, subject to Section 3.01Section 3.1. Any installment of interest or principal principal, if any, payable on a any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date either by wire transfer in immediately available funds, to the account of such Noteholder at a bank or other entity having appropriate facilities therefor, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five (5) Business Days prior to such Person Payment Date and such Noteholder's Notes in the aggregate evidence a denomination of not less than $1,000,000, or, if not, by check mailed first-class postage prepaid to such Person's address as it appears on the Note Register on such Record Date, except ; provided that, unless Definitive Notes have been issued to Note Owners pursuant to Section 2.122.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that and except for the final installment of principal payable with respect to such Note on a Payment Date, Prepayment Date or on the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) applicable Final Scheduled Payment Date, which shall be payable as provided in paragraph (b) below. The funds represented by any such payments returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01.as

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A A-2A Notes, the Class A-2-B A-2B Notes, the Class A-3 A-3A Notes, the Class A-3B Notes, the Class A-3C Notes, Class A-4 Notes, the Class B Notes, the Class C Notes and the Class C D Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A A-2A Rate, the Class A-2-B A-2B Rate, the Class A-3 A-3A Rate, the Class A-3B Rate, the Class A-3C Rate, the Class A-4 Rate, the Class B Rate, the Class C Rate and the Class C D Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-AA-2A, Exhibit A-2A-2B, ▇▇▇▇▇▇▇ ▇-B▇▇, Exhibit A-3▇▇▇ibit A-3B, Exhibit A-4▇▇▇▇▇▇▇ ▇-▇▇, Exhibit B ▇▇▇▇▇▇▇ ▇-▇, ▇▇▇▇▇▇▇ ▇, ▇▇hibit C and Exhibit CD, respectively, and such interest shall be due and payable on each Payment Date as specified therein, subject to Section 3.01Section 3.1. Any installment of interest or principal principal, if any, payable on a any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date either by wire transfer in immediately available funds, to the account of such Noteholder at a bank or other entity having appropriate facilities therefor, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five (5) Business Days prior to such Person Payment Date and such Noteholder's Notes in the aggregate evidence a denomination of not less than $1,000,000, or, if not, by check mailed first-class postage prepaid to such Person's address as it appears on the Note Register on such Record Date, except ; provided that, unless Definitive Notes have been issued to Note Owners pursuant to Section 2.122.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that and except for the final installment of principal payable with respect to such Note on a Payment Date, Prepayment Date or on the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) applicable Final Scheduled Payment Date, which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.033.3. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4Ex▇▇▇▇▇ ▇-▇, Exhibit B and Exhibit C. ▇▇▇▇▇it B, Exhi▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇▇t D. Notwithstanding the foregoing, the entire unpaid principal amount of the each Class of Notes may shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by if the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders Noteholders of Notes representing evidencing not less than a majority of the Outstanding Amount principal amount of the Controlling Class. All principal payments on each Class of have declared the Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be immediately due and payable only upon presentation and surrender of such Note and shall specify in the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as manner provided in Section 10.025. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 NotesOn each Payment Date from amounts on deposit in the Payment Account (after payment of the amounts described in Section 6.07 and including any amounts transferred to the Payment Account from the Pre-Funding Account and/or the Capitalized Interest Account pursuant to Section 3 of the Loan Purchase Agreement), the Class A-2-A NotesPaying Agent shall pay to the Noteholders, the Class A-2-B NotesCertificate Paying Agent, on behalf of the Class A-3 NotesCertificateholders, and to other Persons the Class A-4 NotesRemittance Amount, in the Class B Notes and the Class C Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C Rate, respectively, as order of priority set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to this Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date to such Person as appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments returned undelivered shall be held in accordance with Section 3.033.05. (b) The principal of each Note shall be payable in installments on On each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1Date, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata from the Remittance Amount in the following priority, in each case to the Noteholders extent of the related then remaining Remittance Amount: (i) first, to the Class entitled thereto. Upon written notice thereofA Notes, pro rata, Current Interest and any Carryforward Interest for such Class for such Payment Date; (ii) second, to the Indenture Trustee shall notify Class M-1 Notes, Current Interest and any Carryforward Interest for such Class and such Payment Date; (iii) third, to the Person in whose name a Note is registered at Class M-2 Notes, Current Interest and any Carryforward Interest for such Class and such Payment Date; (iv) fourth, to the close of business on the Record Date preceding the Class B-1 Notes, Current Interest and any Carryforward Interest for such Class and such Payment Date on which and (v) fifth, to the Issuer expects the final installment of principal of Class B-2 Notes, Current Interest and interest on any Carryforward Interest for such Note to be paid. Such notice shall specify that Class and such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02Payment Date. (c) For purposes of distributions from On each Payment Date that is prior to the Reserve Account Stepdown Date, or if a Trigger Event has occurred and is continuing, the remaining Remittance Amount after payments made pursuant to Section 5.06(b3.05(b) of above, not to exceed the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Payment Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed distributed in the following order of priority: (i) first, concurrently, (i) the Class A-1 Principal Payment Amount will be distributed to the Class A-1 Notes, until the Class Principal Balance thereof has been reduced to zero, and (ii) the Class A-2/3 Principal Payment Amount will be due distributed sequentially to the Class A-2 Notes and payable Class A-3 Notes, in that order, in each case until the Class Principal Balance thereof has been reduced to zero; (ii) second, to the Class M-1 Notes, until the Class Principal Balance of such Class has been reduced to zero; (iii) third, to the Class M-2 Notes, until the Class Principal Balance of such Class has been reduced to zero; (iv) fourth, to the Class B-1 Notes, until the Class Principal Balance of such Class has been reduced to zero; and (v) fifth, to the Class B-2 Notes, until the Class Principal Balance of such Class has been reduced to zero. (d) On each Payment Date, on any Payment or after the Stepdown Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale provided that no Trigger Event has occurred and Servicing Agreement. For the avoidance of doubtis continuing, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution remaining Remittance Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such after payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes made pursuant to Section 10.013.05(b) and (c) above, not to exceed the Principal Payment Amount, shall be distributed as follows: (i) first, concurrently, (i) the Class A-1 Senior Principal Payment Amount will be distributed to the Class A-1 Notes, until the Class Principal Balance thereof has been reduced to zero, and (ii) the Class A-2/3 Senior Principal Payment Amount will be distributed sequentially to the Class A-2 Notes and Class A-3 Notes, in that order, in each case until the Class Principal Balance thereof has been reduced to zero; (ii) second, to the Class M-1 Notes, the Class M-1 Principal Payment Amount for such payment date, until the Class Principal Balance of such Class has been reduced to zero; (iii) third, to the Class M-2 Notes, the Class M-2 Principal Payment Amount for such payment date, until the Class Principal Balance of such Class has been reduced to zero; (iv) fourth, to the Class B-1 Notes, the Class B-1 Principal Payment Amount for such payment date, until the Class Principal Balance of such Class has been reduced to zero; and (v) fifth, to the Class B-2 Notes, the Class B-2 Principal Payment Amount for such payment date, until the Class Principal Balance of such Class has been reduced to zero. (e) On each Payment Date, the Monthly Excess Cashflow shall be distributed in the following order of priority: (i) on the first Payment Date, to the Certificate Paying Agent, 100% of the Monthly Excess Cashflow; (ii) (A) on each Payment Date prior to the Stepdown Date, or if a Trigger Event has occurred and is continuing, the amount of any Overcollateralization Deficiency shall be distributed in the following order of priority: (1) first, concurrently, (i) the Class A-1 Monthly Excess Cashflow Payment Amount will be distributed to the Class A-1 Notes, until the Class Principal Balance thereof has been reduced to zero, and (ii) the Class A-2/3 Monthly Excess Cashflow Payment Amount will be distributed sequentially to the Class A-2 Notes and Class A-3 Notes, in that order, in each case until the Class Principal Balance thereof has been reduced to zero; (2) second, to the Class M-1 Notes, until the Class Principal Balance of such Class has been reduced to zero; (3) third, to the Class M-2 Notes, until the Class Principal Balance of such Class has been reduced to zero; (4) fourth, to the Class B-1 Notes, until the Class Principal Balance of such Class has been reduced to zero; and (5) fifth, to the Class B-2 Notes, until the Class Principal Balance of such Class has been reduced to zero.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C B Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C B Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B A-4 and Exhibit CA-5, respectivelyrespectiv▇▇▇, and such interest shall be payable on ▇▇▇ ▇▇▇▇ ▇▇terest sha▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇ each Payment Date as specified therein, subject to Section Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Final Scheduled Payment Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B A-4 and Exhibit C. Notwithstanding the foregoingA-5. Notwithst▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇oing, the entire unpaid principal ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇incipal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, continuing by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes If the Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount and Issuer shall pay defaulted interest (plus interest on such defaulted interest to the Regular Principal Distribution Amount shall be deemed to be due and payable extent lawful) at the applicable Interest Rate in any lawful manner on any the next Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01Date.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B A-5 Notes, the Class A-6 Notes, the Class A-7 Notes and the Class C A-8 Notes shall accrue interest at the Class A-1 Interest Rate, the Class A-2-A Rate, the Class A-2-B A-2 Interest Rate, the Class A-3 Interest Rate, the Class A-4 Interest Rate, the Class B A-5 Interest Rate, the Class A-6 Interest Rate, the Class A-7 Interest Rate and the Class C A-8 Interest Rate, respectively, as set forth in Exhibit Exhibits A-1, Exhibit A-2▇-A▇, Exhibit A-2▇-B▇, Exhibit A-3▇-▇, Exhibit A-4▇-▇, Exhibit B ▇-▇, ▇-7 and Exhibit CA-8, respectively, and such interest shall be payable on each Payment Distribution Date as specified therein, subject to Section 3.013.1. Any installment of interest or principal principal, if any, payable on a any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall will be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that nominee and except for the final installment of principal payable with respect to such Note on a Payment Distribution Date or on the related Stated Maturity applicable Final Scheduled Distribution Date for such Class of Notes (including and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01) 10.1), which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.033.3. (b) The principal of each Note shall be payable in installments on each Payment Distribution Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1, Exhibit A-2▇▇▇▇▇▇▇ ▇-A▇, Exhibit A-2-B, Exhibit ▇▇hibit A-3, Exhibit A-4▇▇▇▇▇▇▇ ▇-▇, Exhibit B ▇▇hibit A-5, ▇▇▇▇▇▇▇ ▇-▇, ▇▇hibit A-7 and Exhibit C. A-8. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may of a Class of Notes shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any earlier of (i) the respective Final Scheduled Distribution Date of such Class, (ii) the Redemption Date or (iii) the date on which an Event of Default shall have occurred and be continuing, by if the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to have declared the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note Notes to be paid. Such notice shall specify that such final installment will be immediately due and payable only upon presentation and surrender of such Note and shall specify in the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as manner provided in Section 10.025. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C▇, respectively▇▇▇▇▇▇▇▇▇▇▇▇, and such interest shall ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ be payable on each Payment Date as specified therein, subject to Section Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person's address as it appears on the Note Register on such Record Date, or in the case of a Registered Holder holding of record in excess of $10,000,000 aggregate principal amount of any Class of Notes, by wire transfer in immediately available funds to an account designated by such Registered Holder, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Book-Entry Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Final Scheduled Payment Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. Notwithstanding ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ing the foregoingfo▇▇▇▇▇▇▇, the entire ▇▇▇ ▇▇▇ire unpaid principal amount of the each Class of Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, continuing by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than at least a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related each Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes If the Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount and Issuer shall pay defaulted interest (plus interest on such defaulted interest to the Regular Principal Distribution Amount shall be deemed to be due and payable extent lawful) at the applicable Interest Rate in any lawful manner on any the next Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01Date.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A A-2a Notes, the Class A-2-B A-2b Notes, the Class A-3 A-3a Notes, the Class A-3b Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes shall accrue interest at the Class A-1 Interest Rate, the Class A-2-A A-2a Interest Rate, the Class A-2-B A-2b Interest Rate, the Class A-3 A-3a Interest Rate, the Class A-3b Interest Rate, the Class A-4 Interest Rate, the Class B Interest Rate and the Class C Interest Rate, respectively, as set forth in Exhibit A-1A-▇, ▇▇▇▇▇▇▇ ▇-▇▇, Exhibit A-2A-▇▇, ▇▇▇▇▇▇▇ ▇-A▇▇, Exhibit A-2▇▇▇▇▇▇▇ ▇-B▇▇, Exhibit A-3, Exhibit ▇▇▇▇▇▇▇ A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Interest on each Class of Senior Notes, other than the Class A-1 Notes, the Class A-2b Notes and the Class A-3b Notes, will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Class A-1 Notes will be computed on the basis of the actual number of days in the Class A-1 Interest Accrual Period divided by 360. Interest on the Class A-2b Notes and the Class A-3b Notes will be computed on the basis of the actual number of days in the Floating Rate Interest Accrual Period divided by 360. Any installment of interest or principal payable on a Note Senior Note, or any Class D Payment Amount payable on the Class D Notes, that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.122.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall will be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that and except for the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity applicable class final scheduled Payment Date (including and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01) which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Senior Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Senior Notes set forth in Exhibit A-1A-▇, ▇▇▇▇▇▇▇ ▇-▇▇, Exhibit A-2A-▇▇, ▇▇▇▇▇▇▇ ▇-A▇▇, Exhibit A-2▇▇▇▇▇▇▇ ▇-B▇▇, Exhibit A-3, Exhibit ▇▇▇▇▇▇▇ A-4, Exhibit B and Exhibit C. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by if the Indenture Trustee or the Indenture Trustee acting at the direction Holders of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling ClassClass have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related such Class entitled thereto. Upon written notice thereof, the The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note to will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes If the Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to Section 5.06(bthe extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid. (d) The Class D Notes shall be entitled to receive the Class D Payment Amount on each Payment Date or Redemption Date, as provided in the form of the Sale and Servicing Agreement, any portion Class D Notes set forth in Exhibit D. All distributions of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Class D Payment Amount shall be deemed made pro rata to be due the Holders of Class D Notes entitled thereto. Payments of the Class D Payment Amount on the Class D Notes are subordinated to the payment of the interest, principal and payable any premium owed on any the Senior Notes as provided herein. The failure to pay the Class D Payment Amount on the Class D Final Scheduled Payment Date on which funds sufficient to pay such portion would shall be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(ban Event of Default under Section 5.01(ii) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01this Indenture.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class C D Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate, the Class C Rate and the Class C D Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-A, ▇▇▇▇▇▇▇ ▇-▇-▇, ▇▇▇▇▇▇▇ ▇-▇, ▇▇▇ibit A-4, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B C and Exhibit CD, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1, Exhibit A-2-A, ▇▇▇▇▇▇▇ ▇-▇-▇, ▇▇▇▇▇▇▇ ▇-▇, ▇▇▇ibit A-4, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B C and Exhibit C. D. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02.. 16 (2015-C Indenture) (c) For purposes If the Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount and Issuer shall pay defaulted interest (plus interest on such defaulted interest to the Regular Principal Distribution Amount shall be deemed to be due and payable extent lawful) at the applicable Interest Rate in any lawful manner on any the next Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01Date.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class C D Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate, the Class C Rate and the Class C D Rate, respectively, as set forth in Exhibit A-1A-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2A-▇, ▇▇▇▇▇▇▇ ▇-A▇, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B C and Exhibit CD, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1A-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2A-▇, ▇▇▇▇▇▇▇ ▇-A▇, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B C and Exhibit C. D. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes If the Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount and Issuer shall pay defaulted interest (plus interest on such defaulted interest to the Regular Principal Distribution Amount shall be deemed to be due and payable extent lawful) at the applicable Interest Rate in any lawful manner on any the next Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing AgreementDate. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due 15 (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01.2014-A Indenture)

Payment of Principal and Interest; Defaulted Interest. NOTEHOLDERS' INTEREST INDEX CARRYOVER. (a) The Class I-A-1 Notes, the Class A-2I-A A-2 Notes, the Class A-2I-B Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B II-A-1 Notes and the Class C II-A-2 Notes shall accrue interest at as provided in the forms of the Class I-A-1 RateNote, the Class A-2I-A RateA-2 Note, the Class A-2I-B RateNote, the Class A-3 Rate, the II-A-1 Note and Class A-4 Rate, the Class B Rate and the Class C Rate, respectively, as II-A-2 Note set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit CExhibits A-1 through A-5, respectively, and such interest shall be payable on each Payment Distribution Date as specified therein, subject to Section 3.01. Any installment of interest (and any related Noteholders' Interest Index Carryover with respect to each Class of Notes) or principal principal, if any, payable on a any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class, postage prepaid to such Person Person's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall will be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that nominee and except for the final installment of principal payable with respect to such Note on a Payment Distribution Date or on the related Stated applicable Note Final Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (ba) The principal of each Note shall be payable in installments on each Payment Distribution Date as provided in Section 3.01 hereof the form of Class I-A-1 Note, Class I-A-2 Note, Class I-B Note, Class II-A-1 Note and the forms of the Notes Class II-A-2 Note set forth in Exhibit A-1Exhibits A-1 through A-5, Exhibit A-2-Arespectively, Exhibit A-2-Bto the extent the amount of funds required and available to be distributed in respect of principal on such Class of Notes pursuant to the Sale and Servicing Agreement; provided, Exhibit A-3HOWEVER, Exhibit A-4, Exhibit B the entire unpaid principal amount of each Class of Notes shall be due and Exhibit C. payable on its respective Final Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be is continuing, by if the Indenture Trustee Trustee, or (with respect to the Indenture Trustee acting at Group I Notes only) the direction of the Holders of Notes representing not less than Group I Controlling Parties holding a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class related Classes of Notes shall be made pro rata Group I Notes, or (with respect to the Group II Notes only) the Securities Insurer (provided that no Securities Insurer Default shall have occurred and is continuing, then by the Group II Controlling Noteholders holding a majority of the Outstanding Amount of the related Class entitled thereto. Upon written notice thereof, Classes of Group II Notes) have declared the Indenture Trustee shall notify the Person in whose name a Note is registered at the close related group of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note Notes to be paid. Such notice shall specify that such final installment will be immediately due and payable only upon presentation and surrender of such Note and shall specify in the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as manner provided in Section 10.025. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, A Notes shall accrue interest as provided in the form of the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3 Notes, the Class A-4 NotesNote set forth in Exhibit A-1 hereto, the Class B Notes shall accrue interest as provided in the form of the Class B Note set forth in Exhibit A-2 hereto and the Class C Notes shall accrue interest at as provided in the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and form of the Class C Rate, respectively, as Note set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C, respectivelyA-3 hereto, and such respective interest shall be due and payable on each Payment Distribution Date as specified therein, subject to Section 3.01. Any installment of interest or principal principal, if any, payable on a any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date to such Person as appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Distribution Date or on the related Stated Final Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable paid as provided set forth in paragraph (bSection 5.09(a) below. The funds represented by any such payments returned undelivered shall be held in accordance with Section 3.03of the Sale and Servicing Agreement. (b) The principal of each Note shall be payable in installments on each Payment Distribution Date as provided in Section 3.01 hereof and the forms of the Notes Class A Note, the Class B Note and the Class C Note, as set forth in Exhibit Exhibits A-1, Exhibit A-2-AA-2 and A-3 hereto, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. respectively. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately Notes, and all accrued interest thereon (if any), shall become due and payable, if not previously paid, upon the acceleration thereof after the occurrence of an Indenture Event of Default in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class5.2. All principal payments on each Class class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale 5.2 and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01.in

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C B Notes shall accrue interest at the Class A-1 Interest Rate, the Class A-2-A Rate, the Class A-2-B A-2 Interest Rate, the Class A-3 Interest Rate, the Class A-4 Rate, the Class B Interest Rate and the Class C B Interest Rate, respectively, as set forth in Exhibit Exhibits A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B A-4 and Exhibit CA-5, respectively, and such interest shall be payable on each Payment shal▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇ch Distribution Date as specified therein, subject to Section Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.122.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall will be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that nominee and except for the final installment of principal payable with respect to such Note on a Payment Distribution Date or on the related Stated Maturity applicable class final scheduled Distribution Date (including and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01) which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Distribution Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit Exhibits A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B A-4 and Exhibit C. A-5. Notwithstanding the foregoing, the entire unpaid principal e▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ipal amount of the Notes may shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by if the Indenture Trustee or the Indenture Trustee acting at the direction Holders of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to have declared the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note Notes to be paid. Such notice shall specify that such final installment will be immediately due and payable only upon presentation and surrender of such Note and shall specify in the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as manner provided in Section 10.025. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01.

Payment of Principal and Interest; Defaulted Interest. (a) The Notes shall accrue interest as provided in the forms of the Class A-1 NotesNote, the Class A-2-A Notes, the Class A-2-B NotesA-2 Note, the Class A-3 NotesNote, the Class A-4 Notes, the Class B Notes Note and the Class C Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C Rate, respectively, as [A-5][B] Note set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-Exhibits B, Exhibit A-3C, Exhibit A-4D, Exhibit B E and Exhibit CF, respectively, and such interest shall be payable on each Payment Distribution Date as specified therein, subject to Section 3.01. Any installment of interest or principal principal, if any, payable on a any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the preceding Record Date Date, by check mailed first-class, postage prepaid, to such Person Person's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to the Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall will be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that except for the final installment of principal payable with respect to such Note on a Payment Distribution Date or on the related Stated Maturity a Note Final Scheduled Distribution Date (including and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01) 10.1 which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.033.3. (b) The principal of each Note shall be payable in installments no later than 12 noon, New York City time, on each Payment Distribution Date as provided in Section 3.01 hereof and the forms of the Notes Class A-1 Note, the Class A-2 Note, the Class A-3 Note, the Class A-4 Note and the Class [A-5][B] Note, set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-Exhibits B, Exhibit A-3C, Exhibit A-4D, Exhibit B E and Exhibit C. F, respectively. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may shall be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01.not

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class C D Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate, the Class C Rate and the Class C D Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B B, Exhibit C and Exhibit C▇▇▇▇▇▇▇ ▇, respectively▇▇▇▇▇ctively, and such interest a▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be due and payable on each Payment Date as specified therein, subject to Section 3.01Section 3.1. Any installment of interest or principal principal, if any, payable on a any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date either by wire transfer in immediately available funds, to the account of such Noteholder at a bank or other entity having appropriate facilities therefor, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five (5) Business Days prior to such Person Payment Date and such Noteholder's Notes in the aggregate evidence a denomination of not less than $1,000,000, or, if not, by check mailed first-class postage prepaid to such Person's address as it appears on the Note Register on such Record Date; provided, except that, unless Definitive Notes have been issued to Note Owners pursuant to Section 2.122.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that and except for the final installment of principal payable with respect to such Note on a Payment Date, the Redemption Date or on the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) applicable Final Scheduled Payment Date, which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.033.3. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B B, Exhibit C and Exhibit C. Notwithstanding the foregoing▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇. Notwiths▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇going, the entire unpaid principal amount of the each Class of Notes may shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by if the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders Noteholders of Notes representing evidencing not less than a majority of the Outstanding Amount Note Balance of the Controlling Class. All principal payments on each Note Class of have declared the Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be immediately due and payable only upon presentation and surrender of such Note and shall specify in the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as manner provided in Section 10.025. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01.

Payment of Principal and Interest; Defaulted Interest. (a) The On each Payment Date (other than a Payment Date after an Event of Default and an acceleration of the Notes), from amounts on deposit in the Trustee Collection Account resulting from Interest Collections, Principal Collections and prepayment charges with respect to the Mortgage Loans and investment earnings on amounts on deposit in the Trustee Collection Account (after the Indenture Trustee has removed any investment earnings to be retained by it pursuant to Section 6.07), the Indenture Trustee shall apply the following amounts in the following order of priority, in accordance with the Monthly Statement: (i) to pay prepayment charges which have been collected on the Mortgage Loans to the Holders of the Certificates; (ii) to pay the Indenture Trustee the Trustee Fee and any other reimbursable expenses pursuant to Section 6.07; (iii) to pay the accrued and unpaid interest due on the Notes at their respective Note Rates as follows: (A) first, to the Senior Notes on a pro rata basis in accordance with the amount of accrued interest due thereon; (B) second, to the Class A-1 M-1 Notes; (C) third, to the Class M-2 Notes; (D) fourth, to the Class B-1 Notes; (E) fifth, to the Class B-2 Notes; and (F) sixth, to the Class B-3 Notes; (iv) to pay as principal on the Notes, an amount equal to the Principal Distribution Amount for that Payment Date, as follows: (A) first, to the Senior Notes, in the manner set forth in Section 3.26(b) until the aggregate Note Balance of the Senior Notes has been reduced to zero, the Senior Principal Distribution Amount; (B) second, to the Class M-1 Notes, until the Note Balance of the Class M-1 Notes has been reduced to zero, the Class M-1 Principal Distribution Amount; (C) third, to the Class M-2 Notes, until the Note Balance of the Class M-2 Notes has been reduced to zero, the Class M-2 Principal Distribution Amount; (D) fourth, to the Class B-1 Notes, until the Note Balance of the Class B-1 Notes has been reduced to zero, the Class B-1 Principal Distribution Amount; (E) fifth, to the Class B-2 Notes, until the Note Balance of the Class B-2 Notes has been reduced to zero, the Class B-2 Principal Distribution Amount; and (F) sixth, to the Class B-3 Notes, until the Note Balance of the Class B-3 Notes has been reduced to zero, the Class B-3 Principal Distribution Amount; (v) to pay as principal on the Senior Notes, in the manner set forth in Section 3.26(b), until the aggregate Note Balance of the Senior Notes has been reduced to the Senior Optimal Principal Balance, an amount equal to the Liquidation Loss Distribution Amount on the Mortgage Loans for such Payment Date; (vi) to pay as principal on the Class M-1 Notes, until the Note Balance of the Class M-1 Notes has been reduced to the Class M-1 Optimal Principal Balance, an amount equal to the Liquidation Loss Distribution Amount on the Mortgage Loans for such Payment Date, to the extent not distributed to the holders of the Senior Notes under clause (v) above; (vii) to pay as principal on the Class M-2 Notes, until the Note Balance of the Class M-2 Notes has been reduced to the Class M-2 Optimal Principal Balance, an amount equal to the Liquidation Loss Distribution Amount on the Mortgage Loans for such Payment Date, to the extent not distributed to the holders of the Senior Notes or the Class M-1 Notes under clauses (v) and (vi) above, respectively; (viii) to pay as principal on the Class B-1 Notes, until the Note Balance of the Class B-1 Notes has been reduced to the Class B-1 Optimal Principal Balance, an amount equal to the Liquidation Loss Distribution Amount on the mortgage loans for such Payment Date, to the extent not distributed to the holders of the Senior Notes, the Class A-2-A M-1 Notes or the Class M-2 Notes under clauses (v), (vi) and (vii) above, respectively; (ix) to pay as principal on the Class B-2 Notes, until the Note Balance of the Class B-2 Notes has been reduced to the Class B-2 Optimal Principal Balance, an amount equal to the Liquidation Loss Distribution Amount on the Mortgage Loans for such Payment Date, to the extent not paid to the holders of the Senior Notes, the Class A-2-B M-1 Notes, the Class A-3 M-2 Notes or the Class B-1 Notes under clauses (v), (vi), (vii) and (viii) above, respectively; (x) to pay as principal on the Class B-3 Notes, until the Note Balance of the Class B-3 Notes has been reduced to the Class B-3 Optimal Principal Balance, an amount equal to the Liquidation Loss Distribution Amount on the Mortgage Loans for such Payment Date, to the extent not paid to the Holders of the Senior Notes, the Class A-4 M-1 Notes, the Class B Notes and the Class C Notes shall accrue interest at the Class A-1 RateM-2 Notes, the Class A-2-A RateB-1 Notes or the Class B-2 Notes under clauses (v), (vi), (vii), (viii) and (ix) above, respectively; (xi) to pay as principal on the Senior Notes, in the manner set forth in Section 3.26(b), until the Note Balance thereof has been reduced to the Senior Optimal Principal Balance, an amount, if any, equal to the Overcollateralization Increase Amount; (xii) to pay as principal on the Class M-1 Notes, until the Note Balance thereof has been reduced to the Class M-1 Optimal Principal Balance, an amount, if any, equal to the Overcollateralization Increase Amount, to the extent not previously distributed to the Senior Notes pursuant to clause (xi) above; (xiii) to pay as principal on the Class M-2 Notes, until the Note Balance thereof has been reduced to the Class M-2 Optimal Principal Balance, an amount, if any, equal to the Overcollateralization Increase Amount, to the extent not previously distributed to the Senior Notes pursuant to clause (xi) above or the Class M-1 Notes pursuant to clause (xii) above; (xiv) to pay as principal on the Class B-1 Notes, until the Note Balance thereof has been reduced to the Class B-1 Optimal Principal Balance, an amount, if any, equal to the Overcollateralization Increase Amount, to the extent not previously distributed to the Senior Notes pursuant to clause (xi) above, the Class A-2-B RateM-1 Notes pursuant to clause (xii) above or the Class M-2 Notes pursuant to clause (xiii) above; (xv) to pay as principal on the Class B-2 Notes, until the Note Balance thereof has been reduced to the Class B-2 Optimal Principal Balance, an amount, if any, equal to the Overcollateralization Increase Amount, to the extent not previously distributed to the Senior Notes pursuant to clause (xi) above, the Class A-3 RateM-1 Notes pursuant to clause (xii) above, the Class A-4 RateM-2 Notes pursuant to clause (xiii) above or the Class B-1 Notes pursuant to clause (xiv) above; (xvi) to pay as principal on the Class B-3 Notes until the Note Balance thereof has been reduced to the Class B-3 Optimal Principal Balance, an amount, if any, equal to the Overcollateralization Increase Amount, to the extent not previously distributed to the Senior Notes pursuant to clause (xi) above, the Class B Rate M-1 Notes pursuant to clause (xii) above, the Class M-2 Notes pursuant to clause (xiii) above, the Class B-1 Notes pursuant to clause (xiv) above or the Class B-2 Notes pursuant to clause (xv) above; (xvii) to pay the Indenture Trustee, the Owner Trustee, the Administrator and the Master Servicer any unpaid expenses and other reimbursable amounts owed to the Indenture Trustee, the Owner Trustee, the Master Servicer and the Administrator; (xviii) to pay the Holders of the Senior Notes, pro rata, any unpaid Interest Carry-Forward Amounts, together with interest thereon; (xix) to pay to the Class C RateM-1 Notes any unpaid Interest Carry-Forward Amounts, respectivelytogether with interest thereon; (xx) to pay to the Class M-2 Notes any unpaid Interest Carry-Forward Amounts, together with interest thereon; (xxi) to pay to the Class B-1 Notes any unpaid Interest Carry-Forward Amounts, together with interest thereon; (xxii) to pay to the Class B-2 Notes any unpaid Interest Carry-Forward Amounts, together with interest thereon; (xxiii) to pay to the Class B-3 Notes any unpaid Interest Carry-Forward Amounts, together with interest thereon; (xxiv) to reimburse the Class M-1 Notes, any applicable Deferred Amount; (xxv) to reimburse the Class M-2 Notes, any applicable Deferred Amount; (xxvi) to reimburse the Class B-1 Notes, any applicable Deferred Amount; (xxvii) to reimburse the Class B-2 Notes, any applicable Deferred Amount; (xxviii) to reimburse the Class B-3 Notes, any applicable Deferred Amount; and (xxix) any remaining amounts to the Holders of the Certificates. Notwithstanding the foregoing, on the Legal Final Payment Date for a Class of Notes, the amounts to be paid pursuant to clause (iv) above shall be equal to the aggregate of the Offered Note Balances immediately prior to such Payment Date for all Notes with a Legal Final Payment Date on such Payment Date. In the event that any withholding tax is imposed on distributions (or allocations of income) to a Holder of a Note or Certificate, such tax shall reduce the amount otherwise distributable to such Holder in accordance with this Section 3.05. The Indenture Trustee is hereby authorized and directed to retain or cause to be retained from amounts otherwise distributable to the Holders of the Notes or Certificates sufficient funds for the payment of any tax that is legally owed by the Issuer; provided, that such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate Proceedings and withholding payment thereof, if permitted by law, pending the outcome of such Proceedings. The amount of any withholding tax imposed with respect to a Holder of a Note or Certificate shall be treated as cash distributed to such Holder at the time it is withheld by the Indenture Trustee and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution, the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph. Amounts paid to Noteholders shall be paid in respect of the Notes, as the case may be, in accordance with the applicable percentage as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01paragraph (c) below. Any installment of interest or principal payable on a any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered Holder of record thereof on the immediately preceding Record Date by check or money order mailed to the address of such Person as appears on Noteholder reflected in the Note Register on such Record Dateor upon the request of a Holder, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer to an account specified in immediately available funds writing by such Holder reasonably satisfactory to the account designated by Indenture Trustee, in the amount required to be distributed to such nominee, if an account is so designatedHolder on such Payment Date pursuant to such Holder’s Notes; provided, however, that the final installment of principal payable with respect Indenture Trustee shall not pay to any such Holder any amounts required to be withheld from a payment to such Note on a Payment Date or on Holder by the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments returned undelivered shall be held in accordance with Section 3.03Code. (b) The principal Principal of each Note shall be due and payable in installments full on each the Legal Final Payment Date for the related Class of Notes as provided in Section 3.01 hereof and the forms applicable form of the Notes Note set forth in Exhibit A-1, Exhibit Exhibits A-1 and A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of the Offered Notes and the Variable Funding Notes shall be made pro rata to the Class of Noteholders of entitled thereto in accordance with the related Class entitled theretoPercentage Interests represented thereby. Upon written notice thereofto the Indenture Trustee by the Issuer, the Indenture Trustee shall notify the Person in whose the name of which a Note is registered at the close of business on the Record Date preceding the related Legal Final Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paidDate. Such notice shall be mailed no later than five Business Days prior to the related Legal Final Payment Date and shall specify that payment of the principal amount and any interest due with respect to such final installment Note at the related Legal Final Payment Date will be payable only upon presentation and surrender of such Note Note, and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02final payment. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C B Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C B Rate, respectively, as set forth in Exhibit A-1▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2▇-A▇, Exhibit A-2▇▇▇▇▇▇▇ ▇-B, Exhibit A-3, Exhibit A-4, Exhibit B ▇ and Exhibit CA-5, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Final Scheduled Payment Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2▇-A▇, Exhibit A-2▇▇▇▇▇▇▇ ▇-B, Exhibit A-3, Exhibit A-4, Exhibit B ▇ and Exhibit C. A-5. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, continuing by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Notes of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes If the Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount and Issuer shall pay defaulted interest (plus interest on such defaulted interest to the Regular Principal Distribution Amount shall be deemed to be due and payable extent lawful) at the applicable Interest Rate in any lawful manner on any the next Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01Date.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C A-4 Notes shall accrue interest at the Class A-1 Interest Rate, the Class A-2-A Rate, the Class A-2-B A-2 Interest Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Interest Rate and the Class C A-4 Interest Rate, respectively, as set forth in Exhibit A-1Exhibits ▇-▇, Exhibit A-2▇-A▇, Exhibit A-2▇-B, Exhibit A-3, Exhibit ▇ and A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.013. 01. Interest on each Class of Notes, other than the Class A-1 Notes, will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.122.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall will be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that and except for the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity applicable class final scheduled Payment Date (including and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01) which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1Exhibits ▇-▇, Exhibit A-2▇-A▇, Exhibit A-2▇-B, Exhibit A-3, Exhibit ▇ and A-4, Exhibit B and Exhibit C. . Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by if the Indenture Trustee or the Indenture Trustee acting at the direction Holders of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to have declared the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note Notes to be paid. Such notice shall specify that such final installment will be immediately due and payable only upon presentation and surrender of such Note and shall specify in the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as manner provided in Section 10.025. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, Notes and the Class B Notes and the Class C Notes shall accrue interest during the related Interest Accrual Period at the Class A-1 Interest Rate, the Class A-2-A Rate, the Class A-2-B A-2 Interest Rate, the Class A-3 Interest Rate, the Class A-4 Rate, the Class B Interest Rate and the Class C B Interest Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date in accordance with the priorities set forth in Section 8.02(c), (d) -------------------- and (e), as specified thereinapplicable subject to Section 3. 01. Interest on each Class of Notes ------- ------------ (other than the Class A-1 Notes) will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Class A-1 Notes will calculated on the basis of the actual number of days in the related Interest Accrual Period and a 360-day year. The Issuer will pay interest on each Class of Notes at the related Interest Rate on each Payment Date on the principal amount of the related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. ------------ Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.122.13, with respect to Notes registered on the Record Date in the name of ------------ the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall will be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that nominee and except for the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity applicable class final scheduled Payment Date (including and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01) which shall ------------- be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03.. ------------ (b) The principal Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.2 that the Notes have become immediately due and payable, the Outstanding Amount of each Note Class of Notes shall be payable in full on the Final Scheduled Payment Date for such class and, to the extent of funds available therefor, in installments on each the Payment Dates (if any) preceding the Final Scheduled Payment Date as provided for such Class, in Section 3.01 hereof the amounts and in accordance with the forms of the Notes priorities set forth in Exhibit A-1Section 8.2(c), Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. subject to Section 3.01. ------------ (c) Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by if the Indenture Trustee or the Indenture Trustee acting at the direction Holders of the Holders of Notes representing not less than a majority 50% of the Outstanding Amount of the Controlling ClassSecurities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All In such ------------ case, principal payments on each Class of Notes shall be made pro rata to paid in accordance with the Noteholders of priorities set forth in Section 8.02(d) or Section 8.02(e), as the related Class entitled theretocase may be. Upon written notice thereof, the The Indenture Trustee --------------- --------------- shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note to will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02.. ------------- (cd) For purposes If the Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the Regular Principal Distribution Amount shall be deemed amount of defaulted interest to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01paid.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes[, the Class A-5 Notes,] [and] the Class B Notes Notes[,] [and the Class C Notes Notes][,] [and the Class D Notes] [and the Class E Notes] shall accrue interest during the related Interest Accrual Period at the Class A-1 Interest Rate, the Class A-2-A Rate, the Class A-2-B A-2 Interest Rate, the Class A-3 Interest Rate, the Class A-4 Interest Rate[, the Class A-5 Interest Rate,] [and] the Class B Rate Interest Rate[,] [and] [the Class C Interest Rate][,] [and] [the Class D Interest Rate] [and the Class C E Interest Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C], respectively, and such interest shall be payable on each Payment Date in accordance with the priorities set forth in Section 8.02(c) and (d), as specified thereinapplicable, subject to Section 3.01. Interest on the Class [____] Notes will be calculated on the basis of a [360-day year consisting of twelve 30-day months]. Interest on the Class [___] Notes will be calculated on the basis of [the actual number of days in the related Interest Accrual Period and a 360-day year]. The Issuing Entity will pay interest on each Class of Notes at the related Interest Rate on each Payment Date on the principal amount of the related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.122.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.)) or WOAR or any of its Affiliates, payment shall will be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that person or nominee and except for the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity applicable Final Scheduled Payment Date for such Class (including and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01) which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.02 that the Notes have become immediately due and payable, the Outstanding Amount of each Note Class of Notes shall be payable in full on the Final Scheduled Payment Date for such Class and, to the extent of funds available therefor, in installments on each the Payment Dates (if any) preceding the Final Scheduled Payment Date as provided for such Class, in Section 3.01 hereof the amounts and in accordance with the forms of the Notes priorities set forth in Exhibit A-1Section 8.02(c), Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. subject to Section 3.01. (c) Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by if the Indenture Trustee or the Indenture Trustee acting at the direction Holders of the Holders of Notes representing not less than at least a majority of the Outstanding Amount of the Controlling ClassSecurities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All In such case, principal payments on each Class of Notes shall be made pro rata to paid in accordance with the Noteholders of priorities set forth in Section 8.02(d) [or Section 8.02(e), as the related Class entitled theretocase may be]. Upon written notice thereof, the The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer Issuing Entity expects that the final installment of principal of and interest on such Note to will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (cd) For purposes If the Issuing Entity defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount Issuing Entity shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuing Entity may pay such defaulted interest to the persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Issuing Entity shall fix or cause to be fixed any such special record date and payment date, and, at least 15 days before any such special record date, the Issuing Entity shall mail to each Noteholder a notice that states the special record date, the payment date and the Regular Principal Distribution Amount shall be deemed amount of defaulted interest to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01paid.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A A-2A Notes, the Class A-2-B A-2B Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class C D Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A A-2A Rate, the Class A-2-B A-2B Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate, the Class C Rate and the Class C D Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-AA-2A, Exhibit A-2A-2B, ▇▇▇▇▇▇▇ ▇-B▇, Exhibit A-3, Exhibit ▇▇▇▇bit A-4, Exhibit B E▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ C and Exhibit CD, respectively, and such interest shall be due and payable on each Payment Date as specified therein, subject to Section 3.01Section 3.1. Any installment of interest or principal principal, if any, payable on a any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date either by wire transfer in immediately available funds, to the account of such Noteholder at a bank or other entity having appropriate facilities therefor, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five (5) Business Days prior to such Person Payment Date and such Noteholder's Notes in the aggregate evidence a denomination of not less than $1,000,000, or, if not, by check mailed first-class postage prepaid to such Person's address as it appears on the Note Register on such Record Date, except ; provided that, unless Definitive Notes have been issued to Note Owners pursuant to Section 2.122.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that and except for the final installment of principal payable with respect to such Note on a Payment Date, Prepayment Date or on the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) applicable Final Scheduled Payment Date, which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.033.3. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1, Exhibit A-2-AA-2A, Exhibit A-2A-2B, ▇▇▇▇▇▇▇ ▇-B▇, Exhibit A-3, Exhibit ▇▇▇▇bit A-4, Exhibit B E▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ C and Exhibit C. D. Notwithstanding the foregoing, the entire unpaid principal amount of the each Class of Notes may shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by if the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders Noteholders of Notes representing evidencing not less than a majority of the Outstanding Amount principal amount of the Controlling Class. All principal payments on each Class of have declared the Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be immediately due and payable only upon presentation and surrender of such Note and shall specify in the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as manner provided in Section 10.025. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C B Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C B Rate, respectively, as set forth in Exhibit A-1▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2▇-A▇, Exhibit A-2▇▇▇▇▇▇▇ ▇-B▇, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit CB, respectively, and such interest shall be payable on each Payment Distribution Date as specified therein, subject to Section Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Distribution Date or on the related Stated Maturity Final Scheduled Distribution Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Distribution Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2▇-A▇, Exhibit A-2▇▇▇▇▇▇▇ ▇-B, Exhibit A-3, Exhibit A-4, Exhibit B ▇ and Exhibit C. B. Notwithstanding the foregoing, the entire unpaid principal amount of the each Class of Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, continuing by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related each Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Distribution Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes If the Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner on the next Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01Date.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C B Notes shall accrue interest at the Class A-1 Interest Rate, the Class A-2-A Rate, the Class A-2-B A-2 Interest Rate, the Class A-3 Interest Rate, the Class A-4 Rate, the Class B Interest Rate and the Class C B Interest Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B A-4 and Exhibit CB, respectivelyrespectivel▇, and such interest ▇▇▇ ▇▇▇▇ ▇▇▇▇rest shall be payable on each ▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇ach Payment Date as specified therein, subject to Section 3.013. 01. Interest on each Class of Notes, other than the Class A-1 Notes, will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Class A-1 Notes will be computed on the basis of the actual number of days in the Class A-1 Interest Accrual Period divided by 360. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.122.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall will be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that and except for the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity applicable class final scheduled Payment Date (including and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01) which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B A-4 and Exhibit C. Notwithstanding the foregoingB. Notwithstan▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ng, the entire unpaid principal en▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇cipal amount of the Notes may shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by if the Indenture Trustee or the Indenture Trustee acting at the direction Holders of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of have declared the Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be immediately due and payable only upon presentation and surrender of such Note and shall specify in the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as manner provided in Section 10.025. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C Rate, respectively, as set forth in Exhibit A-1▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2▇-A▇, Exhibit A-2▇▇▇▇▇▇▇ ▇-B, Exhibit A-3, Exhibit A-4▇, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Final Scheduled Payment Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-2▇-A▇, Exhibit A-2▇▇▇▇▇▇▇ ▇-B, Exhibit A-3, Exhibit A-4▇, Exhibit B and Exhibit C. Notwithstanding the foregoing, the entire unpaid principal amount of the each Class of Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, continuing by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than at least a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related each Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes If the Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount and Issuer shall pay defaulted interest (plus interest on such defaulted interest to the Regular Principal Distribution Amount shall be deemed to be due and payable extent lawful) at the applicable Interest Rate in any lawful manner on any the next Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01Date.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, Notes and the Class B Notes and the Class C Notes shall accrue interest during the related Interest Accrual Period at the Class A-1 Interest Rate, the Class A-2-A Rate, the Class A-2-B A-2 Interest Rate, the Class A-3 Interest Rate, the Class A-4 Rate, the Class B Interest Rate and the Class C B Interest Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date in accordance with the priorities set forth in Section 8.02(c), (d) and (e), as specified thereinapplicable, subject to Section 3.01. Interest on each Class of Notes (other than the Class A-1 Notes) will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Class A-1 Notes will calculated on the basis of the actual number of days in the related Interest Accrual Period and a 360-day year. The Issuer will pay interest on each Class of Notes at the related Interest Rate on each Payment Date on the principal amount of the related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.122.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.)) or WOAR or any of its affiliates, payment shall will be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that person or nominee and except for the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity applicable class final scheduled Payment Date (including and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01) which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.02 that the Notes have become immediately due and payable, the Outstanding Amount of each Note Class of Notes shall be payable in full on the Final Scheduled Payment Date for such class and, to the extent of funds available therefor, in installments on each the Payment Dates (if any) preceding the Final Scheduled Payment Date as provided for such Class, in Section 3.01 hereof the amounts and in accordance with the forms of the Notes priorities set forth in Exhibit A-1Section 8.02(c), Exhibit A-2-Asubject to Section 3.01 and, Exhibit A-2-Bif applicable, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. Section 8.02(f). (c) Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by if the Indenture Trustee or the Indenture Trustee acting at the direction Holders of the Holders of Notes representing not less than a majority 50% of the Outstanding Amount of the Controlling ClassSecurities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All In such case, principal payments on each Class of Notes shall be made pro rata to paid in accordance with the Noteholders of priorities set forth in Section 8.02(d) or Section 8.02(e), as the related Class entitled theretocase may be. Upon written notice thereof, the The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note to will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (cd) For purposes If the Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the Regular Principal Distribution Amount shall be deemed amount of defaulted interest to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01paid.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class C D Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate, the Class C Rate and the Class C D Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B B, Exhibit C and Exhibit CE▇▇▇▇▇▇ ▇, respectively▇▇▇▇▇▇tively, and such interest an▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be payable on each Payment Date as specified therein, subject to Section Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B B, Exhibit C and Exhibit C. Notwithstanding the foregoingE▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇hstanding ▇▇▇ ▇▇▇▇▇▇▇▇▇, the ▇he entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes If the Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount and Issuer shall pay defaulted interest (plus interest on such defaulted interest to the Regular Principal Distribution Amount shall be deemed to be due and payable extent lawful) at the applicable Interest Rate in any lawful manner on any the next Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01Date.

Payment of Principal and Interest; Defaulted Interest. (a) The Notes shall accrue interest as provided in the forms of the Class A-1 NotesNote, the Class A-2-A Notes, the Class A-2-B NotesA-2 Note, the Class A-3 NotesNote, the Class A-4 NotesNote, the Class B Notes A-5 Note and the Class C Notes shall accrue interest at the Class A-1 RateB Note, the Class A-2-A Rate, the Class A-2-B Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C Rate, respectively, as set forth in Exhibit A-1Exhibits D, Exhibit A-2-AE, Exhibit A-2-BF, Exhibit A-3G, Exhibit A-4, Exhibit B H and Exhibit CI, respectively, and such interest shall be payable on each Payment Distribution Date as specified therein, subject to Section 3.01. Any installment of interest or principal principal, if any, payable on a any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date Date, by check mailed first-class, postage prepaid, to such Person Person's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall will be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that nominee and except for the final installment of principal payable with respect to such Note on a Payment Distribution Date or on the related Stated Maturity Final Scheduled Distribution Date (including and except for the Redemption Price for any Note called for redemption pursuant to Section 10.0110.1(a)) which shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.033.3. (b) The principal of each Note shall be payable in installments on each Payment Distribution Date as provided in Section 3.01 hereof and the forms of the Notes Class A-1 Note, the Class A-2 Note, the Class A-3 Note, the Class A-4 Note, the Class A-5 Note and the Class B Note, set forth in Exhibit A-1Exhibits D, Exhibit A-2-AE, Exhibit A-2-BF, Exhibit A-3G, Exhibit A-4H and I, Exhibit B and Exhibit C. respectively. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may shall be declared immediately due and payable, if not previously paid, in on the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by if the Indenture Trustee or the Indenture Trustee acting at the direction Holders of the Holders of Class A Notes if Outstanding or the Class B Notes if the Class A Notes are no longer Outstanding Notes representing not less than a majority 66 2/3% of the Outstanding Amount of the Controlling Class. All principal payments on each Class of A Notes shall be made pro rata to if Outstanding or the Noteholders of Class B Notes if the related Class entitled thereto. Upon written notice thereof, A Notes are no longer Outstanding Notes have declared the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note Notes to be paid. Such notice shall specify that such final installment will be immediately due and payable only upon presentation and surrender of such Note and shall specify in the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as manner provided in Section 10.025. (c) For purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01.

Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B A-2 Notes, the Class A-3 Notes, the Class A-4 B Notes, the Class B C Notes and the Class C D Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B A-2 Rate, the Class A-3 Rate, the Class A-4 B Rate, the Class B C Rate and the Class C D Rate, respectively, as set forth in Exhibit A-1▇-▇, Exhibit A-2▇▇▇▇▇▇▇ ▇-A, Exhibit A-2-B▇, Exhibit A-3, Exhibit A-4B, Exhibit B C and Exhibit CD, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person Person's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Date final scheduled payment date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below. The funds represented by any such payments checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1▇-▇, Exhibit A-2▇▇▇▇▇▇▇ ▇-A, Exhibit A-2-B▇, Exhibit A-3, Exhibit A-4B, Exhibit B C and Exhibit C. D. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, continuing by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (c) For purposes If the Issuer defaults in a payment of distributions from interest on the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion of the First Priority Principal Distribution AmountNotes, the Second Priority Principal Distribution Amount and Issuer shall pay defaulted interest (plus interest on such defaulted interest to the Regular Principal Distribution Amount shall be deemed to be due and payable extent lawful) at the applicable Interest Rate in any lawful manner on any the next Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance with Section 2.08(b) above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01Date.