Common use of Payments on the Bonds Clause in Contracts

Payments on the Bonds. (a) Subject to Section 2.10(b), the Issuer agrees to pay (i) on each Payment Date prior to Stated Maturity for the Bonds, but only to the extent of the Available Amount, interest on and principal of the respective Classes of Bonds in the amounts and in accordance with the priorities set forth in Section 2.10(c); and (ii) on each Payment Date prior to Stated Maturity for the Bonds, any Bond Prepayment Premium Amounts for the respective Classes of Bonds in the amounts and in accordance with the priorities set forth in Section 2.10(d); and (iii) at Stated Maturity of the Bonds, the entire Bond Principal Balance of each Bond, together with all accrued and unpaid interest thereon. Amounts properly withheld under the Code by any Person from a payment to any Holder of a Bond of interest, principal or other amounts, or any such payment set aside on the Final Payment Date for such Bond as provided in Section 2.10(b), shall be considered as having been paid by the Issuer to such Bondholder for all purposes of this Indenture. (b) With respect to each Payment Date, any interest, principal and other amounts payable on the Bonds shall be paid to the Person that is the registered holder thereof at the close of business on the related Record Date; provided, however, that interest, principal and other amounts payable at the Final Payment Date of any Bond shall be payable only against surrender thereof at the offices of the Indenture Trustee designated in the notice provided pursuant to Section 2.11(b). Payments of interest, principal and other amounts on the Bonds shall be made on the applicable Payment Date other than the Final Payment Date, subject to applicable laws and regulations, by wire transfer to such account as such Bondholder shall designate by written instruction received by the Indenture Trustee not later than the Record Date related to the applicable Payment Date or otherwise by check mailed on or before the Payment Date to the Person entitled thereto at such Person's address appearing on the Bond Register. The Indenture Trustee shall pay each Bond in whole or in part as provided herein on its Final Payment Date in immediately available funds from funds in the Bond Account as promptly as possible after presentation to the Indenture Trustee of such Bond at the office of the Bond Registrar but shall initiate such payment no later than 3:00 p.m., New York City time, on the day after such presentation, provided, that such presentation has been made no later than 1:00 p.m., New York City time on the day prior to its Final Payment Date. If presentation is made after 1:00 p.m., New York City time, on any day, such presentation shall be deemed to have been made on the immediately succeeding Business Day. Except as provided in the following sentence, if a Bond is issued in exchange for any other Bond during the period commencing at the close of business at the office or agency where such exchange occurs on any Record Date and ending before the opening of business at such office or agency on the related Payment Date, no interest, principal or other amounts will be payable on such Payment Date in respect of such new Bond, but will be payable on such Payment Date only in respect of the prior Bond. Interest, principal and other amounts payable on any Bond issued in exchange for any other Bond during the period commencing at the close of business at the office or agency where such exchange occurs on the Record Date immediately preceding the Final Payment Date for such Bonds and ending on the Final Payment Date for such Bonds, shall be payable to the Person that surrenders the new Bond as provided in this Section 2.10(b). Each distribution with respect to a Book-Entry Bond shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the related Bond Owners that it represents and to each indirect participating brokerage firm (a "brokerage firm" or "indirect participating firm") for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the related Bond Owners that it represents. None of the parties hereto shall have any responsibility therefor except as otherwise provided by this Agreement or applicable law. The Company and the Indenture Trustee shall perform their respective obligations under the Letter of Representations. All payments of interest, principal and other amounts made with respects to any Class of Bonds will be allocated PRO RATA among the Outstanding Bonds of such Class based on the Bond Principal Balance. If any Bond on which the final payment was due is not presented for payment on its Final Payment Date, then the Indenture Trustee shall set aside such payment in a segregated account separate from the Bond Account but which constitutes an Eligible Account, and the Indenture Trustee and the Issuer shall act in accordance with Section 5.10 in respect of the unclaimed funds. (c) On each Payment Date, the Indenture Trustee shall withdraw from the Bond Account and apply the Available Amount for such Payment Date among the respective Classes of Bondholders and the holders of the Owner Trust Certificates for the following purposes and in the following order of priority, in each case to the extent of remaining funds: (i) to the holders of the Class A Bonds in respect of interest, PRO RATA based on such amounts distributable thereon, up to an amount equal to all Payable Bond Interest in respect of each such Class of Bonds for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (ii) to the holders of the Class A Bonds related to each Sub-Pool in respect of principal and allocated between the respective Classes of Class A Bonds related to each Sub-Pool as described below, up to an amount equal to the lesser of (a) the aggregate Bond Principal Balance of such Classes of Class A Bonds then outstanding and (b) the related Sub-Pool Bond Principal Payment Amount for such Payment Date; (iii) if, following distributions pursuant to clause (ii) above, the aggregate Bond Principal Balance of either group of Class A Bonds has been reduced to zero (the "Retired Class A Bonds"), to the holders of the unrelated group of Class A Bonds, if such Class A Bonds are still outstanding (the "Outstanding Class A Bonds") in respect of principal, allocated between the respective Classes of such Outstanding Class A Bonds as described below, up to an amount equal to the lesser of (a) the aggregate Bond Principal Balance of such Classes of Outstanding Class A Bonds and (b) the excess of the Sub-Pool Bond Principal Payment Amount for such Payment Date related to the Retired Class A Bonds over the amount thereof paid on such Payment Date as described in clause (ii) above. (iv) to the holders of the Class B Bonds in respect of interest up to an amount equal to all Payable Bond Interest in respect of such Class of Bonds for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (v) to the holders of the Class B Bonds in respect of principal up to an amount equal to the lesser of (a) the then outstanding Bond Principal Balance of the Class B Bonds and (b) the excess, if any, of the Aggregate Bond Principal Payment Amount for such Payment Date over the amount thereof paid on such Payment Date pursuant to clauses (ii) and (iii) above; (vi) to the holders of the Class C Bonds in respect of interest up to an amount equal to all Payable Bond Interest in respect of such Class of Bonds for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (vii) to the holders of the Class C Bonds in respect of principal up to an amount equal to the lesser of (a) the then outstanding Bond Principal Balance of the Class C Bonds and (b) the excess, if any, of the Aggregate Bond Principal Payment Amount for such Payment Date over the amount thereof paid on such Payment Date pursuant to clauses (ii), (iii) and (v) above; (viii) to the holders of the Class D Bonds in respect of interest up to an amount equal to all Payable Bond Interest in respect of such Class of Bonds for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (ix) to the holders of the Class D Bonds in respect of principal up to an amount equal to the lesser of (a) the then outstanding Bond Principal Balance of the Class D Bonds and (b) the excess, if any, of the Aggregate Bond Principal Payment Amount for such Payment Date over the amount thereof paid on such Payment Date pursuant to clauses (ii), (iii), (v) and (vii) above; (x) to the holders of the Class E Bonds in respect of interest up to an amount equal to all Payable Bond Interest in respect of such Class of Bonds for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (xi) to the holders of the Class E Bonds in respect of principal up to an amount equal to the lesser of (a) the then outstanding Bond Principal Balance of the Class E Bonds and (b) the excess, if any, of the Aggregate Bond Principal Payment Amount for such Payment Date over the amount thereof paid on such Payment Date pursuant to clauses (ii), (iii), (v), (vii) and (ix) above; (xii) to the holders of the Class F Bonds in respect of interest up to an amount equal to all Payable Bond Interest in respect of such Class of Bonds for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (xiii) to the holders of the Class F Bonds in respect of principal up to an amount equal to the lesser of (a) the then outstanding Bond Principal Balance of the Class F Bonds and (b) the excess, if any, of the Aggregate Bond Principal Payment Amount for such Payment Date over the amount thereof paid on such Payment Date pursuant to clauses (ii), (iii), (v), (vii), (ix) and (xi)above; (xiv) to the holders of the Class G Bonds in respect of interest up to an amount equal to all Payable Bond Interest in respect of such Class of Bonds for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (xv) to the holders of the Class G Bonds in respect of principal up to an amount equal to the lesser of (a) the then outstanding Bond Principal Balance of the Class G Bonds and (b) the excess, if any, of the Aggregate Bond Principal Payment Amount for such Payment Date over the amount thereof paid on such Payment Date pursuant to clauses (ii), (iii), (v), (vii), (ix), (xi) and (xiii) above; and (xvi) after the foregoing distributions have been made, so long as there are not more than three holders of Owner Trust Certificates, to such Certificateholders, to the extent the Indenture Trustee has received the names and wiring instructions or addresses of such Certificateholders and instructions of the Owner Trustee, and in the event that there are more than three holders of Owner Trust Certificates, to the Owner Trustee, an amount equal to the balance of the Available Amount for such Payment Date. Distributions of principal to the holders of the Class A Bonds related to each Sub-Pool will be allocated between the respective Classes of Class A Bonds related to such Sub-Pool as follows: (i) prior to the Class A Credit Support Depletion Date; (A) in the case of the Class A-1 Bonds, first to the holders of the Class A-1A Bonds until the Bond Principal Balance thereof has been reduced to zero and then to the holders of the Class A-1B Bonds; and (B) to the holders of the Class A-2 Bonds until the Bond Principal Balance thereof has been reduced to zero; and (ii) on and after the Class A Credit Support Depletion Date, the Aggregate Bond Principal Payment Amount will be paid, to the holders of the Class A Certificates PRO RATA based on their then outstanding Bond Principal Balances. (d) On each Payment Date, the Indenture Trustee shall withdraw from the Bond Account the Bond Prepayment Premium Amount for such Payment Date and shall pay such amount as additional interest to the holders of the Fixed Rate Bonds entitled to principal on such Payment Date in an amount equal to, as to each such Class, the product of such amount and the related Class Prepayment Premium Percentage for such Payment Date; provided, however, that such payments shall be made only from, and shall not exceed, Prepayment Premiums received during the related Collection Period. Any Prepayment Premium remaining after making the foregoing payments shall be paid, so long as there are not more than three holders of Owner Trust Certificates, to such Certificateholders, to the extent the Indenture Trustee has received the names and wiring instructions or addresses of such Certificateholders and instructions of the Owner Trustee, and in the event that there are more than three holders of Owner Trust Certificates, to the Owner Trustee for distribution to the holders of the Owner Trust Certificates as provided in the Owner Trust Agreement. (e) The Bonds are nonrecourse obligations solely of the Issuer and will be payable only from the Trust Estate. Each Bondholder will be deemed to have agreed that they have no rights or claims against the Issuer directly and may only look to the Trust Estate to satisfy the Issuer's obligations hereunder. Each Bondholder will be deemed to have agreed, by its acceptance of its Bond, not to file or join in filing any petition in bankruptcy or commence any similar proceeding in respect of the Issuer for a period of one year and one day following payment in full of such Bond. Notwithstanding the provisions of this Section 2.10 (e), the Issuer or another entity may, subject to Section 9.06, at any time advance funds to the Indenture Trustee for the purpose of allowing the Indenture Trustee to make required payments on the Bonds. If the Issuer or another entity makes such advance, it shall be entitled to request the Indenture Trustee to withdraw from the Bond Account for payment to the Issuer on any subsequent Payment Date the amount so advanced. (f) In connection with making any payments pursuant to Section 2.10(c)(xvi) and 2.10(d), the Indenture Trustee shall provide to the Owner Trustee and the Manager on the related Payment Date by facsimile transmission, confirmed in writing by first class mail or overnight courier, a written statement detailing the amounts so paid.

Payments on the Bonds. All sums becoming due on the Bonds for principal, premium, if any, and interest shall be paid in lawful money of the United States by the method and at the address specified for such purpose by the Bondholder in writing to the Issuer and the Purchaser, without the presentation or surrender of either ▇▇▇▇ or the making of any notation thereon, except that upon written request of the Issuer made concurrently with or reasonably promptly after payment or redemption in full of either Bond, you shall surrender such Bond for cancellation, reasonably promptly after any such request, to the Issuer. Prior to any sale or other disposition of either ▇▇▇▇ held by you or your nominee you shall endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon. All payments of principal of each Bond (a) Subject to Section 2.10(bwhether at maturity, on any principal payment date, or upon redemption), including the Issuer agrees to pay (i) on each Payment Date prior to Stated Maturity for the Bonds, but only to the extent of the Available Amount, interest on date and principal of the respective Classes of Bonds in the amounts and in accordance with the priorities set forth in Section 2.10(c); and (ii) on each Payment Date prior to Stated Maturity for the Bonds, any Bond Prepayment Premium Amounts for the respective Classes of Bonds in the amounts and in accordance with the priorities set forth in Section 2.10(d); and (iii) at Stated Maturity of the Bonds, the entire Bond Principal Balance amount of each Bond, together with all accrued and unpaid interest thereon. Amounts properly withheld under the Code by any Person from a payment to any Holder of a Bond of interest, principal or other amounts, or any such payment set aside on the Final Payment Date for such Bond as provided in Section 2.10(b)payment, shall be considered as having been paid endorsed by you on the Issuer Schedule of Payments and Redemptions attached to such Bondholder for all purposes of this Indenture. (b) With respect to each Payment Date, any interest, principal and other amounts payable on the Bonds shall be paid to the Person that is the registered holder thereof at the close of business on the related Record DateBond; provided, however, that interest, any failure by you to endorse such information on such Schedule or any error therein shall not in any manner affect the obligation of the Issuer to make payments of principal and other amounts payable at the Final Payment Date of any Bond shall be payable only against surrender thereof at the offices of the Indenture Trustee designated in the notice provided pursuant to Section 2.11(b). Payments of interest, principal and other amounts on the Bonds shall be made on the applicable Payment Date other than the Final Payment Date, subject to applicable laws and regulations, by wire transfer to such account as such Bondholder shall designate by written instruction received by the Indenture Trustee not later than the Record Date related to the applicable Payment Date or otherwise by check mailed on or before the Payment Date to the Person entitled thereto at such Person's address appearing on the Bond Register. The Indenture Trustee shall pay each Bond in whole or in part as provided herein on its Final Payment Date in immediately available funds from funds in the Bond Account as promptly as possible after presentation to the Indenture Trustee of such Bond at the office of the Bond Registrar but shall initiate such payment no later than 3:00 p.m., New York City time, on the day after such presentation, provided, that such presentation has been made no later than 1:00 p.m., New York City time on the day prior to its Final Payment Date. If presentation is made after 1:00 p.m., New York City time, on any day, such presentation shall be deemed to have been made on the immediately succeeding Business Day. Except as provided in the following sentence, if a Bond is issued in exchange for any other Bond during the period commencing at the close of business at the office or agency where such exchange occurs on any Record Date and ending before the opening of business at such office or agency on the related Payment Date, no interest, principal or other amounts will be payable on such Payment Date in respect of such new Bond, but will be payable on such Payment Date only in respect of the prior Bond. Interest, principal and other amounts payable on any Bond issued in exchange for any other Bond during the period commencing at the close of business at the office or agency where such exchange occurs on the Record Date immediately preceding the Final Payment Date for such Bonds and ending on the Final Payment Date for such Bonds, shall be payable to the Person that surrenders the new Bond as provided in this Section 2.10(b). Each distribution with respect to a Book-Entry Bond shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting the amount of such distribution to the accounts of its Depository Participants interest in accordance with its normal proceduresthe terms of such Bond. Each Depository Participant The Issuer hereby irrevocably authorizes and directs you to enter on the Schedule of Payments and Redemptions the date and amount of each payment of principal of each Bond. You shall be responsible for disbursing such distribution permit the Issuer or the Purchaser at any time during regular business hours to make at your office where the related original Bonds are held an appropriate notation on each Bond Owners that it represents and to each indirect participating brokerage firm (a "brokerage firm" of payments of principal thereof, if at least five days prior thereto the Issuer or "indirect participating firm") for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the related Bond Owners that it represents. None of the parties hereto Purchaser shall have given written notice of its intention to do so and if it shall not have received from you a written confirmation that the requested notation has been made. In the event that on any responsibility therefor except as otherwise provided by this Agreement or applicable law. The Company and the Indenture Trustee shall perform their respective obligations under the Letter of Representations. All payments of interest, principal and other amounts made with respects to any Class of Bonds will be allocated PRO RATA among the Outstanding Bonds of such Class based on the Bond Principal Balance. If any Bond on which the final payment was due is not presented for payment on its Final Payment Date, then the Indenture Trustee shall set aside such payment in a segregated account separate from the Bond Account but which constitutes an Eligible Account, and the Indenture Trustee and date the Issuer shall act in accordance with Section 5.10 in respect of pay less than the unclaimed funds. (c) On each Payment Dateamount then due on the Bonds, such partial payment shall be applied to the Indenture Trustee shall withdraw from the Bond Account and apply the Available Amount for such Payment Date among the respective Classes of Bondholders and the holders of the Owner Trust Certificates for the following purposes and amounts then due in the following order of priority, in each case to the extent of remaining funds: : (i) to the holders of the Class A Bonds in respect of interestreimbursable expenses and indemnities, PRO RATA based on such amounts distributable thereon, up to an amount equal to all Payable Bond Interest in respect of each such Class of Bonds for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (ii) to the holders of the Class A Bonds related to each Sub-Pool in respect of principal accrued interest and allocated between the respective Classes of Class A Bonds related to each Sub-Pool as described below, up to an amount equal to the lesser of (a) the aggregate Bond Principal Balance of such Classes of Class A Bonds then outstanding and (b) the related Sub-Pool Bond Principal Payment Amount for such Payment Date; (iii) if, following distributions pursuant to clause (ii) above, the aggregate Bond Principal Balance of either group of Class A Bonds has been reduced to zero (the "Retired Class A Bonds"), to the holders of the unrelated group of Class A Bonds, if such Class A Bonds are still outstanding (the "Outstanding Class A Bonds") in respect of principal, allocated between the respective Classes of such Outstanding Class A Bonds as described below, up to an amount equal to the lesser of (a) the aggregate Bond Principal Balance of such Classes of Outstanding Class A Bonds and (b) the excess of the Sub-Pool Bond Principal Payment Amount for such Payment Date related to the Retired Class A Bonds over the amount thereof paid on such Payment Date as described in clause (ii) above. (iv) to the holders of the Class B Bonds in respect of interest up to an amount equal to all Payable Bond Interest in respect of such Class of Bonds for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (v) to the holders of the Class B Bonds in respect of principal up to an amount equal to the lesser of (a) the then outstanding Bond Principal Balance of the Class B Bonds and (b) the excesspremium, if any, of on the Aggregate Bond Principal Payment Amount for such Payment Date over the amount thereof paid on such Payment Date pursuant to clauses (ii) and (iii) above; (vi) to the holders of the Class C Bonds in respect of interest up to an amount equal to all Payable Bond Interest in respect of such Class of Bonds for such Payment Date andBonds, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (vii) to the holders of the Class C Bonds in respect of principal up to an amount equal to the lesser of (a) the then outstanding Bond Principal Balance of the Class C Bonds and (b) the excess, if any, of the Aggregate Bond Principal Payment Amount for such Payment Date over the amount thereof paid on such Payment Date pursuant to clauses (ii)ratably, (iii) principal of the Bonds, ratably, and (viv) above; (viii) to any other amounts due under the holders of the Class D Bonds in respect of interest up to an amount equal to all Payable Bond Interest in respect of such Class of Bonds for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (ix) to the holders of the Class D Bonds in respect of principal up to an amount equal to the lesser of (a) the then outstanding Bond Principal Balance of the Class D Bonds and (b) the excess, if any, of the Aggregate Bond Principal Payment Amount for such Payment Date over the amount thereof paid on such Payment Date pursuant to clauses (ii), (iii), (v) and (vii) above; (x) to the holders of the Class E Bonds in respect of interest up to an amount equal to all Payable Bond Interest in respect of such Class of Bonds for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (xi) to the holders of the Class E Bonds in respect of principal up to an amount equal to the lesser of (a) the then outstanding Bond Principal Balance of the Class E Bonds and (b) the excess, if any, of the Aggregate Bond Principal Payment Amount for such Payment Date over the amount thereof paid on such Payment Date pursuant to clauses (ii), (iii), (v), (vii) and (ix) above; (xii) to the holders of the Class F Bonds in respect of interest up to an amount equal to all Payable Bond Interest in respect of such Class of Bonds for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (xiii) to the holders of the Class F Bonds in respect of principal up to an amount equal to the lesser of (a) the then outstanding Bond Principal Balance of the Class F Bonds and (b) the excess, if any, of the Aggregate Bond Principal Payment Amount for such Payment Date over the amount thereof paid on such Payment Date pursuant to clauses (ii), (iii), (v), (vii), (ix) and (xi)above; (xiv) to the holders of the Class G Bonds in respect of interest up to an amount equal to all Payable Bond Interest in respect of such Class of Bonds for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (xv) to the holders of the Class G Bonds in respect of principal up to an amount equal to the lesser of (a) the then outstanding Bond Principal Balance of the Class G Bonds and (b) the excess, if any, of the Aggregate Bond Principal Payment Amount for such Payment Date over the amount thereof paid on such Payment Date pursuant to clauses (ii), (iii), (v), (vii), (ix), (xi) and (xiii) above; and (xvi) after the foregoing distributions have been made, so long as there are not more than three holders of Owner Trust Certificates, to such Certificateholders, to the extent the Indenture Trustee has received the names and wiring instructions or addresses of such Certificateholders and instructions of the Owner Trustee, and in the event that there are more than three holders of Owner Trust Certificates, to the Owner Trustee, an amount equal to the balance of the Available Amount for such Payment Date. Distributions of principal to the holders of the Class A Bonds related to each Sub-Pool will be allocated between the respective Classes of Class A Bonds related to such Sub-Pool as follows: (i) prior to the Class A Credit Support Depletion Date; (A) in the case of the Class A-1 Bonds, first to the holders of the Class A-1A Bonds until ratably, or the Bond Principal Balance thereof has been reduced to zero and then to the holders of the Class A-1B Bonds; and (B) to the holders of the Class A-2 Bonds until the Bond Principal Balance thereof has been reduced to zero; and (ii) on and after the Class A Credit Support Depletion Date, the Aggregate Bond Principal Payment Amount will be paid, to the holders of the Class A Certificates PRO RATA based on their then outstanding Bond Principal BalancesDocuments. (d) On each Payment Date, the Indenture Trustee shall withdraw from the Bond Account the Bond Prepayment Premium Amount for such Payment Date and shall pay such amount as additional interest to the holders of the Fixed Rate Bonds entitled to principal on such Payment Date in an amount equal to, as to each such Class, the product of such amount and the related Class Prepayment Premium Percentage for such Payment Date; provided, however, that such payments shall be made only from, and shall not exceed, Prepayment Premiums received during the related Collection Period. Any Prepayment Premium remaining after making the foregoing payments shall be paid, so long as there are not more than three holders of Owner Trust Certificates, to such Certificateholders, to the extent the Indenture Trustee has received the names and wiring instructions or addresses of such Certificateholders and instructions of the Owner Trustee, and in the event that there are more than three holders of Owner Trust Certificates, to the Owner Trustee for distribution to the holders of the Owner Trust Certificates as provided in the Owner Trust Agreement. (e) The Bonds are nonrecourse obligations solely of the Issuer and will be payable only from the Trust Estate. Each Bondholder will be deemed to have agreed that they have no rights or claims against the Issuer directly and may only look to the Trust Estate to satisfy the Issuer's obligations hereunder. Each Bondholder will be deemed to have agreed, by its acceptance of its Bond, not to file or join in filing any petition in bankruptcy or commence any similar proceeding in respect of the Issuer for a period of one year and one day following payment in full of such Bond. Notwithstanding the provisions of this Section 2.10 (e), the Issuer or another entity may, subject to Section 9.06, at any time advance funds to the Indenture Trustee for the purpose of allowing the Indenture Trustee to make required payments on the Bonds. If the Issuer or another entity makes such advance, it shall be entitled to request the Indenture Trustee to withdraw from the Bond Account for payment to the Issuer on any subsequent Payment Date the amount so advanced. (f) In connection with making any payments pursuant to Section 2.10(c)(xvi) and 2.10(d), the Indenture Trustee shall provide to the Owner Trustee and the Manager on the related Payment Date by facsimile transmission, confirmed in writing by first class mail or overnight courier, a written statement detailing the amounts so paid.

Payments on the Bonds. (a) Subject to Section 2.10(b), the Issuer agrees to pay (i) Payments on each Payment Date prior to Stated Maturity for the Bonds, but only to the extent Bonds issued as Global Bonds will be made by or on behalf of the Available Amount, interest Indenture Trustee to DTC or its nominee. Payments on and principal of the respective Classes of any IAI Bonds in the amounts and in accordance with the priorities set forth in Section 2.10(c); and (ii) on each Payment Date prior to Stated Maturity or Definitive Bonds that are punctually paid or duly provided for the Bonds, any Bond Prepayment Premium Amounts for the respective Classes of Bonds in the amounts and in accordance with the priorities set forth in Section 2.10(d); and (iii) at Stated Maturity of the Bonds, the entire Bond Principal Balance of each Bond, together with all accrued and unpaid interest thereon. Amounts properly withheld under the Code by any Person from a payment to any Holder of a Bond of interest, principal or other amounts, or any such payment set aside on the Final Payment Date for such Bond as provided in Section 2.10(b), shall be considered as having been paid by the Issuer to such Bondholder for all purposes of this Indenture. on the applicable Payment Date (b) With respect to each or Special Payment Date, any interest, principal and other amounts payable on the Bonds ) shall be paid to the Person that in whose name such Bond (or one or more Predecessor Bonds) is the registered holder thereof at the close of business on the Record Date for such Payment Date (or Special Payment Date) by wire transfer of immediately available funds to the account of a Bondholder, unless such Bondholder has not either provided the Indenture Trustee with wiring instructions in writing by five days prior to the related Record Date or provided the Indenture Trustee with such instructions for any previous Payment Date; provided, howeverin which case, that interestpayments on the Bonds will be made by check mailed to such Person's address as it appears in the Bond Register on such Record Date. Notwithstanding the above, the final installment of principal and other amounts payable at with respect to such Bond shall be payable as provided in subsection (c) below of this Section 2.06. A fee may be charged by the Final Indenture Trustee to a Bondholder of Definitive Bonds (or IAI Bonds) for any payment made by wire transfer. Any required payments on the Bonds not punctually paid or duly provided for shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.08 applies, pursuant to Section 5.08. (b) All reductions in the principal amount of a Bond (or one or more Predecessor Bonds) effected by payments of installments of principal made on any Payment Date (or Special Payment Date) shall be binding upon all Holders of such Bond and of any Bond issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Bond. (c) The final installment of principal of each Bond shall be payable only against upon presentation and surrender thereof on or after the Payment Date (or Special Payment Date) therefor at the offices of the Indenture Trustee designated in the notice provided Trustee's Corporate Trust Office or New York Presenting Office pursuant to Section 2.11(b). Payments of interest, principal and other amounts on the Bonds shall be made on the applicable Payment Date other than the Final Payment Date, subject to applicable laws and regulations, by wire transfer to such account as such Bondholder shall designate by written instruction received by the Indenture Trustee not later than the Record Date related to the applicable Payment Date or otherwise by check mailed on or before the Payment Date to the Person entitled thereto at such Person's address appearing on the Bond Register. The Indenture Trustee shall pay each Bond in whole or in part as provided herein on its Final Payment Date in immediately available funds from funds in the Bond Account as promptly as possible after presentation to the Indenture Trustee of such Bond at the office of the Bond Registrar but shall initiate such payment no later than 3:00 p.m., New York City time, on the day after such presentation, provided, that such presentation has been made no later than 1:00 p.m., New York City time on the day prior to its Final Payment Date. If presentation is made after 1:00 p.m., New York City time, on any day, such presentation shall be deemed to have been made on the immediately succeeding Business Day. Except as provided in the following sentence, if a Bond is issued in exchange for any other Bond during the period commencing at the close of business at the office or agency where such exchange occurs on any Record Date and ending before the opening of business at such office or agency on the related Payment Date, no interest, principal or other amounts will be payable on such Payment Date in respect of such new Bond, but will be payable on such Payment Date only in respect of the prior Bond. Interest, principal and other amounts payable on any Bond issued in exchange for any other Bond during the period commencing at the close of business at the office or agency where such exchange occurs on the Record Date immediately preceding the Final Payment Date for such Bonds and ending on the Final Payment Date for such Bonds, shall be payable to the Person that surrenders the new Bond as provided in this Section 2.10(b). Each distribution with respect to a Book-Entry Bond shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the related Bond Owners that it represents and to each indirect participating brokerage firm (a "brokerage firm" or "indirect participating firm") for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the related Bond Owners that it represents. None of the parties hereto shall have any responsibility therefor except as otherwise provided by this Agreement or applicable law. The Company and the Indenture Trustee shall perform their respective obligations under the Letter of Representations. All payments of interest, principal and other amounts made with respects to any Class of Bonds will be allocated PRO RATA among the Outstanding Bonds of such Class based on the Bond Principal Balance. If any Bond on which the final payment was due is not presented for payment on its Final Payment Date, then the Indenture Trustee shall set aside such payment in a segregated account separate from the Bond Account but which constitutes an Eligible Account, and the Indenture Trustee and the Issuer shall act in accordance with Section 5.10 in respect of the unclaimed funds3. (c) On each Payment Date, the Indenture Trustee shall withdraw from the Bond Account and apply the Available Amount for such Payment Date among the respective Classes of Bondholders and the holders of the Owner Trust Certificates for the following purposes and in the following order of priority, in each case to the extent of remaining funds: (i) to the holders of the Class A Bonds in respect of interest, PRO RATA based on such amounts distributable thereon, up to an amount equal to all Payable Bond Interest in respect of each such Class of Bonds for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (ii) to the holders of the Class A Bonds related to each Sub-Pool in respect of principal and allocated between the respective Classes of Class A Bonds related to each Sub-Pool as described below, up to an amount equal to the lesser of (a) the aggregate Bond Principal Balance of such Classes of Class A Bonds then outstanding and (b) the related Sub-Pool Bond Principal Payment Amount for such Payment Date; (iii) if, following distributions pursuant to clause (ii) above, the aggregate Bond Principal Balance of either group of Class A Bonds has been reduced to zero (the "Retired Class A Bonds"), to the holders of the unrelated group of Class A Bonds, if such Class A Bonds are still outstanding (the "Outstanding Class A Bonds") in respect of principal, allocated between the respective Classes of such Outstanding Class A Bonds as described below, up to an amount equal to the lesser of (a) the aggregate Bond Principal Balance of such Classes of Outstanding Class A Bonds and (b) the excess of the Sub-Pool Bond Principal Payment Amount for such Payment Date related to the Retired Class A Bonds over the amount thereof paid on such Payment Date as described in clause (ii) above. (iv) to the holders of the Class B Bonds in respect of interest up to an amount equal to all Payable Bond Interest in respect of such Class of Bonds for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (v) to the holders of the Class B Bonds in respect of principal up to an amount equal to the lesser of (a) the then outstanding Bond Principal Balance of the Class B Bonds and (b) the excess, if any, of the Aggregate Bond Principal Payment Amount for such Payment Date over the amount thereof paid on such Payment Date pursuant to clauses (ii) and (iii) above; (vi) to the holders of the Class C Bonds in respect of interest up to an amount equal to all Payable Bond Interest in respect of such Class of Bonds for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (vii) to the holders of the Class C Bonds in respect of principal up to an amount equal to the lesser of (a) the then outstanding Bond Principal Balance of the Class C Bonds and (b) the excess, if any, of the Aggregate Bond Principal Payment Amount for such Payment Date over the amount thereof paid on such Payment Date pursuant to clauses (ii), (iii) and (v) above; (viii) to the holders of the Class D Bonds in respect of interest up to an amount equal to all Payable Bond Interest in respect of such Class of Bonds for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (ix) to the holders of the Class D Bonds in respect of principal up to an amount equal to the lesser of (a) the then outstanding Bond Principal Balance of the Class D Bonds and (b) the excess, if any, of the Aggregate Bond Principal Payment Amount for such Payment Date over the amount thereof paid on such Payment Date pursuant to clauses (ii), (iii), (v) and (vii) above; (x) to the holders of the Class E Bonds in respect of interest up to an amount equal to all Payable Bond Interest in respect of such Class of Bonds for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (xi) to the holders of the Class E Bonds in respect of principal up to an amount equal to the lesser of (a) the then outstanding Bond Principal Balance of the Class E Bonds and (b) the excess, if any, of the Aggregate Bond Principal Payment Amount for such Payment Date over the amount thereof paid on such Payment Date pursuant to clauses (ii), (iii), (v), (vii) and (ix) above; (xii) to the holders of the Class F Bonds in respect of interest up to an amount equal to all Payable Bond Interest in respect of such Class of Bonds for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (xiii) to the holders of the Class F Bonds in respect of principal up to an amount equal to the lesser of (a) the then outstanding Bond Principal Balance of the Class F Bonds and (b) the excess, if any, of the Aggregate Bond Principal Payment Amount for such Payment Date over the amount thereof paid on such Payment Date pursuant to clauses (ii), (iii), (v), (vii), (ix) and (xi)above; (xiv) to the holders of the Class G Bonds in respect of interest up to an amount equal to all Payable Bond Interest in respect of such Class of Bonds for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (xv) to the holders of the Class G Bonds in respect of principal up to an amount equal to the lesser of (a) the then outstanding Bond Principal Balance of the Class G Bonds and (b) the excess, if any, of the Aggregate Bond Principal Payment Amount for such Payment Date over the amount thereof paid on such Payment Date pursuant to clauses (ii), (iii), (v), (vii), (ix), (xi) and (xiii) above; and (xvi) after the foregoing distributions have been made, so long as there are not more than three holders of Owner Trust Certificates, to such Certificateholders, to the extent the Indenture Trustee has received the names and wiring instructions or addresses of such Certificateholders and instructions of the Owner Trustee, and in the event that there are more than three holders of Owner Trust Certificates, to the Owner Trustee, an amount equal to the balance of the Available Amount for such Payment Date. Distributions of principal to the holders of the Class A Bonds related to each Sub-Pool will be allocated between the respective Classes of Class A Bonds related to such Sub-Pool as follows: (i) prior to the Class A Credit Support Depletion Date; (A) in the case of the Class A-1 Bonds, first to the holders of the Class A-1A Bonds until the Bond Principal Balance thereof has been reduced to zero and then to the holders of the Class A-1B Bonds; and (B) to the holders of the Class A-2 Bonds until the Bond Principal Balance thereof has been reduced to zero; and (ii) on and after the Class A Credit Support Depletion Date, the Aggregate Bond Principal Payment Amount will be paid, to the holders of the Class A Certificates PRO RATA based on their then outstanding Bond Principal Balances. (d) On each Payment Date, the Indenture Trustee shall withdraw from the Bond Account the Bond Prepayment Premium Amount for such Payment Date and shall pay such amount as additional interest to the holders of the Fixed Rate Bonds entitled to principal on such Payment Date in an amount equal to, as to each such Class, the product of such amount and the related Class Prepayment Premium Percentage for such Payment Date; provided, however, that such payments shall be made only from, and shall not exceed, Prepayment Premiums received during the related Collection Period. Any Prepayment Premium remaining after making the foregoing payments shall be paid, so long as there are not more than three holders of Owner Trust Certificates, to such Certificateholders, to the extent the Indenture Trustee has received the names and wiring instructions or addresses of such Certificateholders and instructions of the Owner Trustee, and in the event that there are more than three holders of Owner Trust Certificates, to the Owner Trustee for distribution to the holders of the Owner Trust Certificates as provided in the Owner Trust Agreement. (e) The Bonds are nonrecourse obligations solely of the Issuer and will be payable only from the Trust Estate. Each Bondholder will be deemed to have agreed that they have no rights or claims against the Issuer directly and may only look to the Trust Estate to satisfy the Issuer's obligations hereunder. Each Bondholder will be deemed to have agreed, by its acceptance of its Bond, not to file or join in filing any petition in bankruptcy or commence any similar proceeding in respect of the Issuer for a period of one year and one day following payment in full of such Bond. Notwithstanding the provisions of this Section 2.10 (e), the Issuer or another entity may, subject to Section 9.06, at any time advance funds to the Indenture Trustee for the purpose of allowing the Indenture Trustee to make required payments on the Bonds. If the Issuer or another entity makes such advance, it shall be entitled to request the Indenture Trustee to withdraw from the Bond Account for payment to the Issuer on any subsequent Payment Date the amount so advanced. (f) In connection with making any payments pursuant to Section 2.10(c)(xvi) and 2.10(d), the Indenture Trustee shall provide to the Owner Trustee and the Manager on the related Payment Date by facsimile transmission, confirmed in writing by first class mail or overnight courier, a written statement detailing the amounts so paid.

Payments on the Bonds. (a) Subject to Section 2.10(b)All sums becoming due on the Bonds for principal, premium, if any, or interest shall be paid in lawful money of the Issuer agrees to pay (i) on each Payment Date prior to Stated Maturity United States by the method and at the address specified for such purpose by the Bonds, but only Bondholder in writing to the extent Lessee and the Issuer, without the presentation or surrender of the Available AmountBonds or the making of any notation thereon, interest on and principal except that upon written request of the respective Classes of Bonds Lessee made concurrently with or reasonably promptly after payment or redemption in the amounts and in accordance with the priorities set forth in Section 2.10(c); and (ii) on each Payment Date prior to Stated Maturity for the Bonds, any Bond Prepayment Premium Amounts for the respective Classes of Bonds in the amounts and in accordance with the priorities set forth in Section 2.10(d); and (iii) at Stated Maturity full of the Bonds, you shall surrender the entire Bond Principal Balance Bonds for cancellation, reasonably promptly after any such request, to the Lessee. Prior to any sale or other disposition of the Bonds held by you or your nominee, you shall endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon. All payments of principal of the Bonds (whether at maturity or upon redemption), including the date and amount of each Bond, together with all accrued and unpaid interest thereon. Amounts properly withheld under the Code by any Person from a payment to any Holder of a Bond of interest, principal or other amounts, or any such payment set aside on the Final Payment Date for such Bond as provided in Section 2.10(b)payment, shall be considered as having been paid endorsed by the Issuer to such Bondholder for all purposes of this Indenture. (b) With respect to each Payment Date, any interest, principal and other amounts payable you on the Bonds shall be paid Schedule of Payments and Redemptions attached to the Person that is the registered holder thereof at the close of business on the related Record DateBonds; provided, however, that interest, any failure by you to endorse such information on such Schedule shall not in any manner affect the obligation of the Issuer to make payments of principal and other amounts payable at interest in accordance with the Final Payment Date of any Bond shall be payable only against surrender thereof at the offices terms of the Indenture Trustee designated in Bonds. The Issuer hereby irrevocably authorizes and directs you to enter on the notice provided pursuant Schedule of Payments and Redemptions the date and amount of each payment of principal of the Bonds. You shall permit the Issuer or the Lessee at any time during regular business hours to Section 2.11(b). Payments of interest, make at your principal and other amounts office an appropriate notation on the Bonds of payments of principal thereof, if at least five days prior thereto the Issuer or the Lessee shall be made on have given written notice of its intention to do so and if it shall not have received from you a written confirmation that the applicable Payment Date other than the Final Payment Date, subject to applicable laws and regulations, by wire transfer to such account as such Bondholder shall designate by written instruction received by the Indenture Trustee not later than the Record Date related to the applicable Payment Date or otherwise by check mailed on or before the Payment Date to the Person entitled thereto at such Person's address appearing on the Bond Register. The Indenture Trustee shall pay each Bond in whole or in part as provided herein on its Final Payment Date in immediately available funds from funds in the Bond Account as promptly as possible after presentation to the Indenture Trustee of such Bond at the office of the Bond Registrar but shall initiate such payment no later than 3:00 p.m., New York City time, on the day after such presentation, provided, that such presentation requested notation has been made no later than 1:00 p.m., New York City time on made. In the day prior to its Final Payment Date. If presentation is made after 1:00 p.m., New York City time, event that on any day, such presentation shall be deemed to have been made on the immediately succeeding Business Day. Except as provided in the following sentence, if a Bond is issued in exchange for any other Bond during the period commencing at the close of business at the office or agency where such exchange occurs on any Record Date and ending before the opening of business at such office or agency on the related Payment Date, no interest, principal or other amounts will be payable on such Payment Date in respect of such new Bond, but will be payable on such Payment Date only in respect of the prior Bond. Interest, principal and other amounts payable on any Bond issued in exchange for any other Bond during the period commencing at the close of business at the office or agency where such exchange occurs on the Record Date immediately preceding the Final Payment Date for such Bonds and ending on the Final Payment Date for such Bonds, shall be payable to the Person that surrenders the new Bond as provided in this Section 2.10(b). Each distribution with respect to a Book-Entry Bond shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the related Bond Owners that it represents and to each indirect participating brokerage firm (a "brokerage firm" or "indirect participating firm") for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the related Bond Owners that it represents. None of the parties hereto shall have any responsibility therefor except as otherwise provided by this Agreement or applicable law. The Company and the Indenture Trustee shall perform their respective obligations under the Letter of Representations. All payments of interest, principal and other amounts made with respects to any Class of Bonds will be allocated PRO RATA among the Outstanding Bonds of such Class based on the Bond Principal Balance. If any Bond on which the final payment was due is not presented for payment on its Final Payment Date, then the Indenture Trustee shall set aside such payment in a segregated account separate from the Bond Account but which constitutes an Eligible Account, and the Indenture Trustee and date the Issuer shall act in accordance with Section 5.10 in respect of pay less than the unclaimed funds. (c) On each Payment Dateamount then due on the Bonds, such partial payment shall be applied to the Indenture Trustee shall withdraw from the Bond Account and apply the Available Amount for such Payment Date among the respective Classes of Bondholders and the holders of the Owner Trust Certificates for the following purposes and amounts then due in the following order of priority, in each case to the extent of remaining funds: : (i) to the holders of the Class A Bonds in respect of interestreimbursable expenses and indemnities, PRO RATA based on such amounts distributable thereon, up to an amount equal to all Payable Bond Interest in respect of each such Class of Bonds for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (ii) to the holders of the Class A Bonds related to each Sub-Pool in respect of principal accrued interest and allocated between the respective Classes of Class A Bonds related to each Sub-Pool as described below, up to an amount equal to the lesser of (a) the aggregate Bond Principal Balance of such Classes of Class A Bonds then outstanding and (b) the related Sub-Pool Bond Principal Payment Amount for such Payment Date; (iii) if, following distributions pursuant to clause (ii) above, the aggregate Bond Principal Balance of either group of Class A Bonds has been reduced to zero (the "Retired Class A Bonds"), to the holders of the unrelated group of Class A Bonds, if such Class A Bonds are still outstanding (the "Outstanding Class A Bonds") in respect of principal, allocated between the respective Classes of such Outstanding Class A Bonds as described below, up to an amount equal to the lesser of (a) the aggregate Bond Principal Balance of such Classes of Outstanding Class A Bonds and (b) the excess of the Sub-Pool Bond Principal Payment Amount for such Payment Date related to the Retired Class A Bonds over the amount thereof paid on such Payment Date as described in clause (ii) above. (iv) to the holders of the Class B Bonds in respect of interest up to an amount equal to all Payable Bond Interest in respect of such Class of Bonds for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (v) to the holders of the Class B Bonds in respect of principal up to an amount equal to the lesser of (a) the then outstanding Bond Principal Balance of the Class B Bonds and (b) the excesspremium, if any, of on the Aggregate Bond Principal Payment Amount for such Payment Date over the amount thereof paid on such Payment Date pursuant to clauses (ii) and (iii) above; (vi) to the holders of the Class C Bonds in respect of interest up to an amount equal to all Payable Bond Interest in respect of such Class of Bonds for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (vii) to the holders of the Class C Bonds in respect of principal up to an amount equal to the lesser of (a) the then outstanding Bond Principal Balance of the Class C Bonds and (b) the excess, if any, of the Aggregate Bond Principal Payment Amount for such Payment Date over the amount thereof paid on such Payment Date pursuant to clauses (ii)Bonds, (iii) principal of the Bonds, and (viv) above; (viii) to any other amounts due under the holders of the Class D Bonds in respect of interest up to an amount equal to all Payable Bond Interest in respect of such Class of Bonds for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (ix) to the holders of the Class D Bonds in respect of principal up to an amount equal to the lesser of (a) the then outstanding Bond Principal Balance of the Class D Bonds and (b) the excess, if any, of the Aggregate Bond Principal Payment Amount for such Payment Date over the amount thereof paid on such Payment Date pursuant to clauses (ii), (iii), (v) and (vii) above; (x) to the holders of the Class E Bonds in respect of interest up to an amount equal to all Payable Bond Interest in respect of such Class of Bonds for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (xi) to the holders of the Class E Bonds in respect of principal up to an amount equal to the lesser of (a) the then outstanding Bond Principal Balance of the Class E Bonds and (b) the excess, if any, of the Aggregate Bond Principal Payment Amount for such Payment Date over the amount thereof paid on such Payment Date pursuant to clauses (ii), (iii), (v), (vii) and (ix) above; (xii) to the holders of the Class F Bonds in respect of interest up to an amount equal to all Payable Bond Interest in respect of such Class of Bonds for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (xiii) to the holders of the Class F Bonds in respect of principal up to an amount equal to the lesser of (a) the then outstanding Bond Principal Balance of the Class F Bonds and (b) the excess, if any, of the Aggregate Bond Principal Payment Amount for such Payment Date over the amount thereof paid on such Payment Date pursuant to clauses (ii), (iii), (v), (vii), (ix) and (xi)above; (xiv) to the holders of the Class G Bonds in respect of interest up to an amount equal to all Payable Bond Interest in respect of such Class of Bonds for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (xv) to the holders of the Class G Bonds in respect of principal up to an amount equal to the lesser of (a) the then outstanding Bond Principal Balance of the Class G Bonds and (b) the excess, if any, of the Aggregate Bond Principal Payment Amount for such Payment Date over the amount thereof paid on such Payment Date pursuant to clauses (ii), (iii), (v), (vii), (ix), (xi) and (xiii) above; and (xvi) after the foregoing distributions have been made, so long as there are not more than three holders of Owner Trust Certificates, to such Certificateholders, to the extent the Indenture Trustee has received the names and wiring instructions or addresses of such Certificateholders and instructions of the Owner Trustee, and in the event that there are more than three holders of Owner Trust Certificates, to the Owner Trustee, an amount equal to the balance of the Available Amount for such Payment Date. Distributions of principal to the holders of the Class A Bonds related to each Sub-Pool will be allocated between the respective Classes of Class A Bonds related to such Sub-Pool as follows: (i) prior to the Class A Credit Support Depletion Date; (A) in the case of the Class A-1 Bonds, first to the holders of the Class A-1A Bonds until the Bond Principal Balance thereof has been reduced to zero and then to the holders of the Class A-1B Bonds; and (B) to the holders of the Class A-2 Bonds until the Bond Principal Balance thereof has been reduced to zero; and (ii) on and after the Class A Credit Support Depletion Date, the Aggregate Bond Principal Payment Amount will be paid, to the holders of the Class A Certificates PRO RATA based on their then outstanding Bond Principal BalancesDocuments. (d) On each Payment Date, the Indenture Trustee shall withdraw from the Bond Account the Bond Prepayment Premium Amount for such Payment Date and shall pay such amount as additional interest to the holders of the Fixed Rate Bonds entitled to principal on such Payment Date in an amount equal to, as to each such Class, the product of such amount and the related Class Prepayment Premium Percentage for such Payment Date; provided, however, that such payments shall be made only from, and shall not exceed, Prepayment Premiums received during the related Collection Period. Any Prepayment Premium remaining after making the foregoing payments shall be paid, so long as there are not more than three holders of Owner Trust Certificates, to such Certificateholders, to the extent the Indenture Trustee has received the names and wiring instructions or addresses of such Certificateholders and instructions of the Owner Trustee, and in the event that there are more than three holders of Owner Trust Certificates, to the Owner Trustee for distribution to the holders of the Owner Trust Certificates as provided in the Owner Trust Agreement. (e) The Bonds are nonrecourse obligations solely of the Issuer and will be payable only from the Trust Estate. Each Bondholder will be deemed to have agreed that they have no rights or claims against the Issuer directly and may only look to the Trust Estate to satisfy the Issuer's obligations hereunder. Each Bondholder will be deemed to have agreed, by its acceptance of its Bond, not to file or join in filing any petition in bankruptcy or commence any similar proceeding in respect of the Issuer for a period of one year and one day following payment in full of such Bond. Notwithstanding the provisions of this Section 2.10 (e), the Issuer or another entity may, subject to Section 9.06, at any time advance funds to the Indenture Trustee for the purpose of allowing the Indenture Trustee to make required payments on the Bonds. If the Issuer or another entity makes such advance, it shall be entitled to request the Indenture Trustee to withdraw from the Bond Account for payment to the Issuer on any subsequent Payment Date the amount so advanced. (f) In connection with making any payments pursuant to Section 2.10(c)(xvi) and 2.10(d), the Indenture Trustee shall provide to the Owner Trustee and the Manager on the related Payment Date by facsimile transmission, confirmed in writing by first class mail or overnight courier, a written statement detailing the amounts so paid.

Payments on the Bonds. (a) Subject to Section 2.10(b)All sums becoming due on a Bonds for principal, premium, if any, and interest shall be paid in lawful money of the Issuer agrees to pay (i) on each Payment Date prior to Stated Maturity United States by the method and at the address specified for such purpose by the Bonds, but only Bondholder in writing to the extent City and the Authority, without the presentation or surrender of such ▇▇▇▇ or the making of any notation thereon, except that upon written request of the Available Amount, interest on and principal Authority made concurrently with or reasonably promptly after payment or redemption in full of the respective Classes of Bonds in the amounts and in accordance with the priorities set forth in Section 2.10(c); and (ii) on each Payment Date prior to Stated Maturity for the Bonds, any Bond Prepayment Premium Amounts for the respective Classes of Bonds in the amounts and in accordance with the priorities set forth in Section 2.10(d); and (iii) at Stated Maturity of the Bonds, the entire Bond Principal Balance of each such Bond, together with all accrued and unpaid interest thereonyou shall surrender such Bond for cancellation, reasonably promptly after any such request, to the Authority. Amounts properly withheld under the Code by any Person from a payment Prior to any Holder sale or other disposition of a Bond held by you or your nominee you shall endorse thereon the amount of interestprincipal paid thereon and the last date to which interest has been paid thereon. All payments of principal of each Bond (whether at maturity or upon redemption), principal or other amounts, or any such payment set aside on including the Final Payment Date for such Bond as provided in Section 2.10(b)date and amount of each payment, shall be considered as having been paid endorsed by the Issuer Bondholder on the Schedule of Payments and Redemptions attached to such Bondholder for all purposes of this Indenture. (b) With respect to each Payment Date, any interest, principal and other amounts payable on the Bonds shall be paid to the Person that is the registered holder thereof at the close of business on the related Record DateBond; provided, however, that interest, any failure by the Bondholder to endorse such information on such Schedule shall not in any manner affect the obligation of the Authority to make payments of principal and other amounts payable at the Final Payment Date of any Bond shall be payable only against surrender thereof at the offices of the Indenture Trustee designated in the notice provided pursuant to Section 2.11(b). Payments of interest, principal and other amounts on the Bonds shall be made on the applicable Payment Date other than the Final Payment Date, subject to applicable laws and regulations, by wire transfer to such account as such Bondholder shall designate by written instruction received by the Indenture Trustee not later than the Record Date related to the applicable Payment Date or otherwise by check mailed on or before the Payment Date to the Person entitled thereto at such Person's address appearing on the Bond Register. The Indenture Trustee shall pay each Bond in whole or in part as provided herein on its Final Payment Date in immediately available funds from funds in the Bond Account as promptly as possible after presentation to the Indenture Trustee of such Bond at the office of the Bond Registrar but shall initiate such payment no later than 3:00 p.m., New York City time, on the day after such presentation, provided, that such presentation has been made no later than 1:00 p.m., New York City time on the day prior to its Final Payment Date. If presentation is made after 1:00 p.m., New York City time, on any day, such presentation shall be deemed to have been made on the immediately succeeding Business Day. Except as provided in the following sentence, if a Bond is issued in exchange for any other Bond during the period commencing at the close of business at the office or agency where such exchange occurs on any Record Date and ending before the opening of business at such office or agency on the related Payment Date, no interest, principal or other amounts will be payable on such Payment Date in respect of such new Bond, but will be payable on such Payment Date only in respect of the prior Bond. Interest, principal and other amounts payable on any Bond issued in exchange for any other Bond during the period commencing at the close of business at the office or agency where such exchange occurs on the Record Date immediately preceding the Final Payment Date for such Bonds and ending on the Final Payment Date for such Bonds, shall be payable to the Person that surrenders the new Bond as provided in this Section 2.10(b). Each distribution with respect to a Book-Entry Bond shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting the amount of such distribution to the accounts of its Depository Participants interest in accordance with the terms of such Bond. The Authority hereby irrevocably authorizes and directs you to enter on the Schedule of Payments and Redemptions the date and amount of each payment of principal of each Bond. You shall permit the Authority or the City at any time during regular business hours to make at your principal office an appropriate notation on each Bond of payments of principal thereof, if at least five days prior thereto the Authority or the City shall have given written notice of its normal proceduresintention to do so and if it shall not have received from you a written confirmation that the requested notation has been made. Each Depository Participant In the event that on any date the Authority shall pay less than the amount then due on the Bonds, such partial payment shall be responsible for disbursing such distribution applied to the related Bond Owners that it represents and to each indirect participating brokerage firm (a "brokerage firm" or "indirect participating firm") for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the related Bond Owners that it represents. None of the parties hereto shall have any responsibility therefor except as otherwise provided by this Agreement or applicable law. The Company and the Indenture Trustee shall perform their respective obligations under the Letter of Representations. All payments of interest, principal and other amounts made with respects to any Class of Bonds will be allocated PRO RATA among the Outstanding Bonds of such Class based on the Bond Principal Balance. If any Bond on which the final payment was then due is not presented for payment on its Final Payment Date, then the Indenture Trustee shall set aside such payment in a segregated account separate from the Bond Account but which constitutes an Eligible Account, and the Indenture Trustee and the Issuer shall act in accordance with Section 5.10 in respect of the unclaimed funds. (c) On each Payment Date, the Indenture Trustee shall withdraw from the Bond Account and apply the Available Amount for such Payment Date among the respective Classes of Bondholders and the holders of the Owner Trust Certificates for the following purposes and in the following order of priority, in each case to the extent of remaining funds: : (i) to the holders of the Class A Bonds in respect of interestreimbursable expenses and indemnities, PRO RATA based on such amounts distributable thereon, up to an amount equal to all Payable Bond Interest in respect of each such Class of Bonds for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (ii) to the holders of the Class A Bonds related to each Sub-Pool in respect of principal accrued interest and allocated between the respective Classes of Class A Bonds related to each Sub-Pool as described below, up to an amount equal to the lesser of (a) the aggregate Bond Principal Balance of such Classes of Class A Bonds then outstanding and (b) the related Sub-Pool Bond Principal Payment Amount for such Payment Date; (iii) if, following distributions pursuant to clause (ii) above, the aggregate Bond Principal Balance of either group of Class A Bonds has been reduced to zero (the "Retired Class A Bonds"), to the holders of the unrelated group of Class A Bonds, if such Class A Bonds are still outstanding (the "Outstanding Class A Bonds") in respect of principal, allocated between the respective Classes of such Outstanding Class A Bonds as described below, up to an amount equal to the lesser of (a) the aggregate Bond Principal Balance of such Classes of Outstanding Class A Bonds and (b) the excess of the Sub-Pool Bond Principal Payment Amount for such Payment Date related to the Retired Class A Bonds over the amount thereof paid on such Payment Date as described in clause (ii) above. (iv) to the holders of the Class B Bonds in respect of interest up to an amount equal to all Payable Bond Interest in respect of such Class of Bonds for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (v) to the holders of the Class B Bonds in respect of principal up to an amount equal to the lesser of (a) the then outstanding Bond Principal Balance of the Class B Bonds and (b) the excesspremium, if any, of on the Aggregate Bond Principal Payment Amount for such Payment Date over the amount thereof paid on such Payment Date pursuant to clauses (ii) and (iii) above; (vi) to the holders of the Class C Bonds in respect of interest up to an amount equal to all Payable Bond Interest in respect of such Class of Bonds for such Payment Date andBonds, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (vii) to the holders of the Class C Bonds in respect of principal up to an amount equal to the lesser of (a) the then outstanding Bond Principal Balance of the Class C Bonds and (b) the excess, if any, of the Aggregate Bond Principal Payment Amount for such Payment Date over the amount thereof paid on such Payment Date pursuant to clauses (ii)ratably, (iii) principal of the Bonds, ratably, and (viv) above; (viii) to any other amounts due under the holders of the Class D Bonds in respect of interest up to an amount equal to all Payable Bond Interest in respect of such Class of Bonds for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (ix) to the holders of the Class D Bonds in respect of principal up to an amount equal to the lesser of (a) the then outstanding Bond Principal Balance of the Class D Bonds and (b) the excess, if any, of the Aggregate Bond Principal Payment Amount for such Payment Date over the amount thereof paid on such Payment Date pursuant to clauses (ii), (iii), (v) and (vii) above; (x) to the holders of the Class E Bonds in respect of interest up to an amount equal to all Payable Bond Interest in respect of such Class of Bonds for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (xi) to the holders of the Class E Bonds in respect of principal up to an amount equal to the lesser of (a) the then outstanding Bond Principal Balance of the Class E Bonds and (b) the excess, if any, of the Aggregate Bond Principal Payment Amount for such Payment Date over the amount thereof paid on such Payment Date pursuant to clauses (ii), (iii), (v), (vii) and (ix) above; (xii) to the holders of the Class F Bonds in respect of interest up to an amount equal to all Payable Bond Interest in respect of such Class of Bonds for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (xiii) to the holders of the Class F Bonds in respect of principal up to an amount equal to the lesser of (a) the then outstanding Bond Principal Balance of the Class F Bonds and (b) the excess, if any, of the Aggregate Bond Principal Payment Amount for such Payment Date over the amount thereof paid on such Payment Date pursuant to clauses (ii), (iii), (v), (vii), (ix) and (xi)above; (xiv) to the holders of the Class G Bonds in respect of interest up to an amount equal to all Payable Bond Interest in respect of such Class of Bonds for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the then-applicable Bond Interest Rate); (xv) to the holders of the Class G Bonds in respect of principal up to an amount equal to the lesser of (a) the then outstanding Bond Principal Balance of the Class G Bonds and (b) the excess, if any, of the Aggregate Bond Principal Payment Amount for such Payment Date over the amount thereof paid on such Payment Date pursuant to clauses (ii), (iii), (v), (vii), (ix), (xi) and (xiii) above; and (xvi) after the foregoing distributions have been made, so long as there are not more than three holders of Owner Trust Certificates, to such Certificateholders, to the extent the Indenture Trustee has received the names and wiring instructions or addresses of such Certificateholders and instructions of the Owner Trustee, and in the event that there are more than three holders of Owner Trust Certificates, to the Owner Trustee, an amount equal to the balance of the Available Amount for such Payment Date. Distributions of principal to the holders of the Class A Bonds related to each Sub-Pool will be allocated between the respective Classes of Class A Bonds related to such Sub-Pool as follows: (i) prior to the Class A Credit Support Depletion Date; (A) in the case of the Class A-1 Bonds, first to the holders of the Class A-1A Bonds until ratably, or the Bond Principal Balance thereof has been reduced to zero and then to the holders of the Class A-1B Bonds; and (B) to the holders of the Class A-2 Bonds until the Bond Principal Balance thereof has been reduced to zero; and (ii) on and after the Class A Credit Support Depletion Date, the Aggregate Bond Principal Payment Amount will be paid, to the holders of the Class A Certificates PRO RATA based on their then outstanding Bond Principal BalancesDocuments. (d) On each Payment Date, the Indenture Trustee shall withdraw from the Bond Account the Bond Prepayment Premium Amount for such Payment Date and shall pay such amount as additional interest to the holders of the Fixed Rate Bonds entitled to principal on such Payment Date in an amount equal to, as to each such Class, the product of such amount and the related Class Prepayment Premium Percentage for such Payment Date; provided, however, that such payments shall be made only from, and shall not exceed, Prepayment Premiums received during the related Collection Period. Any Prepayment Premium remaining after making the foregoing payments shall be paid, so long as there are not more than three holders of Owner Trust Certificates, to such Certificateholders, to the extent the Indenture Trustee has received the names and wiring instructions or addresses of such Certificateholders and instructions of the Owner Trustee, and in the event that there are more than three holders of Owner Trust Certificates, to the Owner Trustee for distribution to the holders of the Owner Trust Certificates as provided in the Owner Trust Agreement. (e) The Bonds are nonrecourse obligations solely of the Issuer and will be payable only from the Trust Estate. Each Bondholder will be deemed to have agreed that they have no rights or claims against the Issuer directly and may only look to the Trust Estate to satisfy the Issuer's obligations hereunder. Each Bondholder will be deemed to have agreed, by its acceptance of its Bond, not to file or join in filing any petition in bankruptcy or commence any similar proceeding in respect of the Issuer for a period of one year and one day following payment in full of such Bond. Notwithstanding the provisions of this Section 2.10 (e), the Issuer or another entity may, subject to Section 9.06, at any time advance funds to the Indenture Trustee for the purpose of allowing the Indenture Trustee to make required payments on the Bonds. If the Issuer or another entity makes such advance, it shall be entitled to request the Indenture Trustee to withdraw from the Bond Account for payment to the Issuer on any subsequent Payment Date the amount so advanced. (f) In connection with making any payments pursuant to Section 2.10(c)(xvi) and 2.10(d), the Indenture Trustee shall provide to the Owner Trustee and the Manager on the related Payment Date by facsimile transmission, confirmed in writing by first class mail or overnight courier, a written statement detailing the amounts so paid.