Common use of Payments on the Notes Clause in Contracts

Payments on the Notes. (a) With respect to each Payment Date, any interest, payable on the Notes shall be paid to the Person that is the registered Holder thereof at the close of business on the related Record Date (subject to the special record date provisions of the Notes). Principal, premium, if any, and interest on the Notes shall be payable at the office or agency of the Issuer maintained for such purpose. Payments of interest, principal and other amounts on the Notes shall be made by wire transfer to such account as such Holder shall designate by written instruction received by the Indenture Trustee not later than five Business Days prior to the applicable Payment Date. Such payments shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. (b) If a Note is issued in exchange for any other Note during the period commencing after close of business at the office of the Note Registrar where such exchange occurs on any Record Date and ending before the opening of business at such office of the Note Registrar on the related Payment Date, no interest, principal or other amounts will be payable on such Payment Date in respect of such new Note, but will be payable on such Payment Date only in respect of the prior Note to the Person that is the registered Holder thereof at the close of business on the related Record Date. (c) The Issuer shall pay to the Indenture Trustee funds in an amount sufficient to pay in full all amounts of interest, principal, and if any, premium due on any Payment Date, redemption date, the Maturity Date, or otherwise prior to 1:00 p.m. Eastern time on such date. (d) The Indenture Trustee shall pay each Note in full as provided herein on the Maturity Date, in immediately available funds, no later than 3:00 p.m., New York City time, on the Maturity Date (to the extent such amounts are received from the Issuer in accordance with Section 2.08(c)). Such payment to the Holder of each Note shall be made on the Maturity Date of such Note and such Holder shall present the Note promptly thereafter. The Indenture Trustee is hereby directed to establish and maintain pursuant to the terms of this Section 2.08, a non-interest bearing trust account in the name of the Issuer (such account and any successor account, even if renumbered, the “Payment Account”). All payments to be made on the Notes to or by the Indenture Trustee pursuant to this Indenture shall, as applicable, be made into, or out of, the Payment Account. Funds on deposit in the Payment Account will be disbursed by the Indenture Trustee pursuant to Issuer Order to make payments to the Holders in respect of principal or interest or redemption price or other amounts in respect of the Secured Obligations. The Issuer shall deliver such Issuer Orders to the Indenture Trustee at least one (1) Business Day prior to any payment date. For purposes of causing the application of funds in accordance with this Section 2.08(e), the Indenture Trustee shall be entitled to rely exclusively upon any Issuer Order provided by the Issuer with respect to any payments to be made pursuant to this Section, and shall have no duty to independently determine, verify or calculate any information therein, including with respect to the amounts or recipients set forth in or delivered together with any such Issuer Order, except as expressly required hereby. Cash held in the Payment Account shall not be invested. Subject to any applicable abandoned property or escheat law, any money deposited with the Indenture Trustee in trust for the payment of the Notes and remaining unclaimed for two years after such payment has become due and payable shall be paid to the Issuer on its request, and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Indenture Trustee with respect to such trust money shall thereupon cease.

Payments on the Notes. (a) With respect Subject to the availability of Available Funds and to the Priority of Payments, the Notes will provide for (i) the payment of Accrued Interest on each Payment DateDate until the earlier of the date on which all Notes are paid in full and the Final Maturity Date and (ii) (A) absent the sale of the Collateral and distribution under Section 11.7, any interestthe payment of the Principal Distribution Amount on each Payment Date until the earlier of the date on which all Notes are paid in full and the Final Maturity Date or (B) if the Collateral has been sold under Article XI, distribution as provided in Section 11.7. All outstanding principal of the Notes will be due and payable (unless paid on an earlier date) on the Final Maturity Date. (b) Interest and principal payable in respect of the Notes on any Payment Date shall be paid to the Person that is the registered Holder thereof at the close of business on the related Record Date (subject to the special record date provisions Holders of the Notes). Principal, premium, if any, and interest on the Notes shall be payable at the office or agency as of the Issuer maintained for such purpose. Payments of interest, principal and other amounts on the Notes shall be made by wire transfer to such account as such Holder shall designate by written instruction received by the Indenture Trustee not later than five Business Days prior to the applicable Payment Date. Such payments shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. (b) If a Note is issued in exchange for any other Note during the period commencing after close of business at the office of the Note Registrar where such exchange occurs on any Record Date and ending before the opening of business at such office of the Note Registrar on the related Payment Date, no interest, principal or other amounts will be payable on such Payment Date in respect of such new Note, but will be payable on such Payment Date only in respect of the prior Note to the Person that is the registered Holder thereof at the close of business on the related Record Date. (c) The Issuer shall pay to All reductions in the Indenture Trustee funds in an principal amount sufficient to pay in full all amounts of interest, principal, and if any, premium due a Note (or one or more predecessor Notes) effected by payments of installments of principal made on any Payment DateDate shall be binding upon all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, redemption date, the Maturity Date, whether or otherwise prior to 1:00 p.m. Eastern time not such payment is noted on such dateNote. (d) The Indenture Trustee shall pay each Note Notwithstanding any other provision of this Indenture, principal of, interest on and all other amounts payable on or in full as provided herein on respect of the Maturity DateNotes will constitute limited recourse obligations of the Issuer secured by, in immediately available funds, no later than 3:00 p.m., New York City time, on the Maturity Date (and payable from and to the extent such amounts are received from of available proceeds of, the Collateral. The Holders of the Notes shall have recourse to the Issuer in accordance with Section 2.08(c)). Such payment only to the Holder extent of each Note the Collateral, and following realization of the Collateral, any claims of the Holders of the Notes shall be made extinguished and shall not revive thereafter. Neither the Issuer, nor any of its respective agents, members, partners, beneficiaries, officers, directors, employees or any Affiliate of any of them or any of their respective successors or assigns or any other Person or entity shall be personally liable for any amounts payable, or performance due, under the Notes or this Indenture. It is understood that the foregoing provisions of this paragraph shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is secured by the Collateral or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by this Indenture until such Collateral has been realized whereupon any outstanding indebtedness or obligation shall be extinguished. It is further understood that the foregoing provisions of this paragraph shall not limit the right of any Person to name the Issuer as party defendant in any action, suit or in the exercise of any other remedy under the Notes or in this Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer. (e) For so long as any of the Notes are admitted on the Maturity Date Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF market, or listed on any other stock exchange, to the extent required by the rules of such Note and such Holder shall present exchange, the Note promptly thereafter. The Indenture Trustee is hereby directed to establish and maintain pursuant to Issuer or, upon Issuer Order, the terms of this Section 2.08Trustee, a non-interest bearing trust account in the name and at the expense of the Issuer (Issuer, shall notify such account and any successor account, even if renumbered, stock exchange in the “Payment Account”). All payments to be made on event that the Notes to or by the Indenture Trustee pursuant to this Indenture shall, as applicable, be made into, or out of, the Payment Account. Funds on deposit in the Payment Account will be disbursed by the Indenture Trustee pursuant to Issuer Order to make do not receive scheduled payments to the Holders in respect of principal or interest or redemption price or other amounts in respect on any Payment Date and the Servicer at the expense of the Secured Obligations. The Issuer shall deliver such Issuer Orders to the Indenture Trustee at least one (1) Business Day prior to any payment date. For purposes of causing the application of funds in accordance with this Section 2.08(e), the Indenture Trustee shall be entitled to rely exclusively upon any Issuer Order provided by the Issuer with respect to any payments to be made pursuant to this Section, and shall have no duty to independently determine, verify or calculate any information therein, including with respect to the amounts or recipients set forth in or delivered together with any such Issuer Order, except as expressly required hereby. Cash held in the Payment Account shall not be invested. Subject to any applicable abandoned property or escheat law, any money deposited with the Indenture Trustee in trust will arrange for the payment of the Notes and remaining unclaimed for two years after such payment has become due and payable shall be paid to the Issuer on its request, and the Holder publication of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Indenture Trustee with respect to information in a daily newspaper in Luxembourg or as otherwise required by such trust money shall thereupon ceasestock exchange.

Payments on the Notes. (a) With respect to each Payment DateThe Revolving Credit Note and the Term Notes shall --------------------- be payable as set out below. A. The unpaid principal amount of the Revolving Credit Note, any interesttogether with all accrued but unpaid interest thereon, unpaid Facility Fees and unpaid Letters of Credit Fees, shall be due and payable on the Revolving Credit Commitment Termination Date. Interest on the Revolving Credit Note is due and payable monthly as it accrues, which commenced on the Interest Payment Date in June, 1997, and continues on each Interest Payment Date thereafter, and on the Revolving Credit Commitment Termination Date. B. The unpaid principal amount of the Term Notes shall be paid to due and payable as follows: (1) Term Note A is due and payable in lawful money of the Person that is the registered Holder thereof U.S. in consecutive monthly installments. Interest, as it accrues on Term Note A at the close of business applicable Contract Rate, is due and payable monthly, commencing on the related Record Interest Payment Date (subject to in September 1997, and continuing on each Interest Payment Date thereafter, and on the special record date provisions Term Maturity Date. The principal of Term Note A shall be due and payable in monthly installments. The first of such installments will be in the amount of $21,250.00, and will commence on the first Interest Payment Date in November 1997, and will continue on the same day of each consecutive calendar month thereafter until the Term Maturity Date. One final installment of the Notes). Principal, premium, if any, outstanding unpaid principal balance and accrued interest on the Notes shall be payable at the office or agency of the Issuer maintained for such purpose. Payments of interest, principal and other amounts on the Notes shall be made by wire transfer to such account as such Holder shall designate by written instruction received by the Indenture Trustee not later than five Business Days prior to the applicable Payment Date. Such payments shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. (b) If a Note is issued in exchange for any other Note during the period commencing after close of business at the office of the Note Registrar where such exchange occurs on any Record Date and ending before the opening of business at such office of the Note Registrar on the related Payment Date, no interest, principal or other amounts will be payable on such Payment Date in respect of such new Note, but will be payable on such Payment Date only in respect of the prior Note to the Person that is the registered Holder thereof at the close of business on the related Record Term Maturity Date. (c2) Term Note B is due and payable in lawful money of the U.S. in consecutive monthly installments. Interest, as it accrues on Term Note B at the applicable Contract Rate, is due and payable monthly, which commencing on the Interest Payment Date in September 1997, and continuing on each Interest Payment Date thereafter, and on the Term Maturity Date. The Issuer principal of Term Note B shall pay be due and payable in monthly installments. The first of such principal installments will be in the amount of $7,916.67, and will commence on the first Interest Payment Date in December 1997, and will continue on the same day of each consecutive calendar month thereafter until the Term Maturity Date. One final installment of the outstanding unpaid principal balance and accrued interest shall be payable on the Term Maturity Date. (3) Term Note C is due and payable in lawful money of the U.S. in consecutive monthly installments. Interest, as it accrues on Term Note C at the applicable Contract Rate, is due and payable monthly, commencing on the Interest Payment Date in September 1997, and continuing on each Interest Payment Date thereafter, and on the Term Maturity Date. The principal of Term Note C shall be due and payable in monthly installments. The first of such principal installments will be in the amount of $37,500.00, will commence on the first Interest Payment Date in March 1998, and will continue on the same day of each consecutive calendar month thereafter until the Term Maturity Date. One final installment of the outstanding unpaid principal balance and accrued interest shall be payable on the Term Maturity Date. (4) Term Note D is due and payable in lawful money of the U.S. in consecutive monthly installments. Interest, as it accrues on Term Note D at the applicable Contract Rate, is due and payable monthly, commencing on the Interest Payment Date in October 1997, and continuing on each Interest Payment Date thereafter, and on the Term Maturity Date. The principal of Term Note D shall be due and payable in monthly installments. The first of such principal installments will be in the amount of $42,500.00, will commence on the first Interest Payment Date in April 1998, and will continue on the same day of each consecutive calendar month thereafter until the Term Maturity Date. One final installment of the outstanding unpaid principal balance and accrued interest shall be payable on the Term Maturity Date. (5) Term Note E is due and payable in lawful money of the U.S. in consecutive monthly installments. Interest, as it accrues on Term Note E at the applicable Contract Rate, is due and payable monthly, commencing on the Interest Payment Date in October 1997, and continuing on each Interest Payment Date thereafter, and on the Term Maturity Date. The principal of Term Note E shall be due and payable in monthly installments. The first of such principal installments will be in the amount of $124,166.67, will commence on the first Interest Payment Date in April 1998, and will continue on the same day of each consecutive calendar month thereafter until the Term Maturity Date. One final installment of the outstanding unpaid principal balance and accrued interest shall be payable on the Term Maturity Date. C. On the Revolving Credit Commitment Termination Date or upon the occurrence of any Event of Default, the Borrowers shall provide to the Indenture Trustee funds Bank cash collateral in an amount sufficient equal to pay the then-existing outstanding amounts of Letters of Credit. The Bank agrees to return the cash collateral to the Borrowers upon the subsequent payment in full of all amounts Obligations or the cure of interest, principal, and if any, premium due on any Payment Date, redemption date, the Maturity Date, or otherwise prior to 1:00 p.m. Eastern time on such dateapplicable Event of Default. (d) D. The Indenture Trustee Borrowers shall pay each Note in full as provided herein make the below enumerated prepayments on the Maturity Date, in immediately available funds, no later than 3:00 p.m., New York City time, on the Maturity Date (to the extent such amounts are received from the Issuer in accordance with Section 2.08(c)). Such payment to the Holder of each Note shall be made on the Maturity Date of such Note and such Holder shall present the Note promptly thereafter. The Indenture Trustee is hereby directed to establish and maintain pursuant to the terms of this Section 2.08, a non-interest bearing trust account in the name of the Issuer (such account and any successor account, even if renumbered, the “Payment Account”). All payments to be made on the Notes to or by the Indenture Trustee pursuant to this Indenture shall, as applicable, be made into, or out of, the Payment Account. Funds on deposit in the Payment Account will be disbursed by the Indenture Trustee pursuant to Issuer Order to make payments to the Holders in respect of principal or interest or redemption price or other amounts in respect of the Secured Obligations. The Issuer shall deliver such Issuer Orders to the Indenture Trustee at least one Loans: (1) Business Day prior to any payment date. For purposes Within sixty (60) days of causing the application end of funds in accordance each Fiscal Year of LRA, commencing with this Section 2.08(e)the Fiscal Year ending December 31, 1997, the Indenture Trustee Borrowers shall be entitled make a prepayment of the Term Loans in an amount equal to rely exclusively upon any Issuer Order provided by the Issuer with respect to any payments Mandatory Prepayment for the Fiscal Year then ended, such prepayment to be made pursuant to this Section, and shall have no duty to independently determine, verify or calculate any information therein, including with respect to the amounts or recipients applied as set forth in or delivered together with any such Issuer Order, except as expressly required hereby. Cash held in the Payment Account shall not be invested. Subject to any applicable abandoned property or escheat law, any money deposited with the Indenture Trustee in trust for the payment Section 4.8.D. (2) Within three (3) days of the Notes and remaining unclaimed for two years after such payment has become completion of an IPO, the Borrowers shall make a mandatory prepayment of the Loans in an amount up to one hundred (100) per cent of the proceeds received or realized (net of taxes due and payable shall be paid expenses incurred to Persons which are not Affiliates) by the Issuer on its request, and Borrowers as necessary to pay the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Indenture Trustee with respect to such trust money shall thereupon ceaseObligations in full.

Payments on the Notes. (a) Subject to Section 2.11(b), the applicable Issuers agree to pay: (i) on each Payment Date prior to the Rated Final Payment Date for the Classes of each Series of Notes (but only to the extent of the Available Amount pursuant to Section 2.11(b), in the case of payments of principal), interest on and principal of such Notes in the amounts and in accordance with the priorities set forth in Section 2.11(b); and (ii) on the Rated Final Payment Date for the Classes of each Series of Notes, the entire applicable Series Principal Balance, 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 Note of interest, principal or other amounts, or any such payment set aside on the Final Payment Date for such Note as provided in Section 2.11(b), shall be considered as having been paid by the applicable Issuers to such Noteholder for all purposes of this Indenture. (b) With respect to each Payment Date, any interest, principal and other amounts payable on the Notes shall be paid to the each Person that is the a registered Holder 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 (subject to the special record date provisions of the Notes). Principal, premium, if any, and interest on the Notes any Note shall be payable only against surrender thereof at the office Indenture Trustee’s Office or agency such other address as may be specified in the notice of the Issuer maintained for such purposefinal payment. Payments of interest, principal and other amounts on the Notes shall be made on each Payment Date other than the Final Payment Date, subject to Applicable Law, by wire transfer to such account accounts as each such Holder Noteholder shall designate by written instruction received by the Indenture Trustee not later than five Business Days prior the Record Date related to such Payment Date or otherwise by check mailed on or before such Payment Date to the applicable Payment Person entitled thereto at such Person’s address appearing on the Note Register as of the related Record Date. Such payments The Indenture Trustee shall pay each Note in whole or in part as provided herein on its Final Payment Date in immediately available funds from funds in the Payment Account as promptly as possible after presentation to the Indenture Trustee of such Note at the Indenture Trustee’s Office, but in no event later than the next Business Day after the day of such presentation. If presentation is made after 3:30 p.m., New York City time, on any day, such presentation shall be deemed to have been made on the immediately succeeding Business Day. Each payment with respect to a Book-Entry Note shall be paid to the Depository, as holder thereof, and the Depository shall be responsible for crediting the amount of such payment to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such coin payments to the related Note Owners that it represents and to each indirect participating brokerage firm (a “brokerage firm” or currency “indirect participating firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the related Note Owners that it represents. None of the United States parties hereto shall have any responsibility therefor except as otherwise provided by this Indenture or Applicable Law. The applicable Issuers and the Indenture Trustee shall perform their respective obligations under each Letter of America Representations. Except as at provided in the time of payment is legal tender for payment of public and private debts. (b) If following sentence, if a Note is issued in exchange for any other Note during the period commencing after at the close of business at the office of the Note Registrar or agency where such exchange occurs on any Record Date and ending before the opening of business at such office of the Note Registrar 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 Note, but will be payable on such Payment Date only in respect of the prior Note. Interest, principal and other amounts payable on any Note to issued in exchange for any other Note during the Person that is the registered Holder thereof 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 Notes and ending on the Final Payment Date for such Notes, shall be payable to the Person that surrenders the new Note as provided in this Section 2.11(b). All payments of interest, principal and other amounts made with respect to the Notes of a Class of any Series will be allocated pro rata among the Outstanding Notes of such Class as set forth below. If any Note 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, non-interest bearing account (and shall remain uninvested) separate from the Payment Account (but which may be a sub-account thereof) but which constitutes an Eligible Account (or a sub-account of an Eligible Account), and the Indenture Trustee and the Issuers shall act in accordance with Section 5.10 in respect of the unclaimed funds. On each Payment Date, the Available Amount on such Payment Date will be applied by the Indenture Trustee, first to pay the following expenses of the Issuers related to the Notes (collectively, “Collateral Pool Expenses”) to the extent not withdrawn from the Collection Account by the Property Manager on or prior to the applicable Remittance Date in accordance with the Property Management Agreement in the following order of priority: (I) to the Indenture Trustee, the earned and unpaid Indenture Trustee Fees; (II) to the Property Manager, the earned and unpaid Property Management Fee; (III) to the Special Servicer, any earned and unpaid Special Servicing Fees; (IV) to the Back-Up Manager, any earned and unpaid Back-Up Fee; (V) to the Property Manager, the Special Servicer, the Back-Up Manager and the Indenture Trustee, as applicable, an amount equal to all unreimbursed Advances, including Nonrecoverable Advances (plus interest thereon at the Reimbursement Rate) and Extraordinary Expenses for such Payment Date and to the extent unpaid from any prior Payment Date with interest thereon at the Reimbursement Rate (in the case of Extraordinary Expenses, not to exceed the Extraordinary Expense Cap, unless an Event of Default resulting in the acceleration of any Notes has occurred and is then continuing, in which case, such Extraordinary Expense Cap will not apply); (VI) to the parties entitled thereto, the amount of any Issuer Expenses (not to exceed the Issuer Expense Cap, unless an Event of Default resulting in the acceleration of any Notes has occurred and is then continuing, in which case, such Issuer Expense Cap will not apply); and (VII) (a) first, to the Indenture Trustee in any of its capacities under the Indenture, (b) second, to the Property Manager and the Special Servicer, and (c) third, to the relevant party, the amount of Extraordinary Expenses for such Payment Date and to the extent unpaid from any prior Payment Date, to the extent not already reimbursed in sub-clauses (I) through (VI) above, in each case, with interest thereon at the Reimbursement Rate (not to exceed the Extraordinary Expense Cap, unless an Event of Default resulting in the acceleration of any Notes has occurred and is then continuing, in which case (i) such Extraordinary Expense Cap will not apply and (ii) indemnities due to the Issuers or any Control Person, member, manager, officer, employee or agent of any such Issuers, other than any such party in connection with its role as Property Manager or Special Servicer, will be payable only after payments due to the Noteholders pursuant to the allocation of Series Available Amount below). Subject to the terms and provisions of each Series Supplement, the Available Amount remaining on any Payment Date after payment of Collateral Pool Expenses will be allocated in the following manner and priority (the aggregate amount allocated pursuant to clauses (1), (2), (3), (4), (6) and (7) below, the “Series Available Amount”): (1) to each Series, Note Interest, allocated pro rata based on all amounts due on such Payment Date to each Series in respect of Note Interest on the Notes (plus all unpaid Note Interest from prior Payment Dates and interest thereon at the applicable Note Rates); (2) so long as no Early Amortization Period is in effect, sequentially: a. to each Series, the Scheduled Principal Payment for each such Payment Date, allocated pro rata based on all amounts due on such Payment Date for such Series in respect of the applicable Scheduled Principal Payment on the related Record Notes; provided, however, that any Scheduled Principal Payment allocated to any Series shall not exceed the Series Principal Balance of such Series; and b. to each Series, the unscheduled principal payment for such Payment Date, allocated pro rata, based on the applicable Series Principal Balance (in each case, after application of the allocations described in clause (2)(a) above); provided, however, that any Unscheduled Principal Payment allocated to any Series shall not exceed the Series Principal Balance of such Series; (3) during an Early Amortization Period, to each Series, all remaining Available Amounts, allocated pro rata based on the Series Principal Balance of the related Notes, all remaining Series Available Amounts, in the amount not to exceed the applicable Series Principal Balance of such Notes; (4) to each Series, interest carry-forward amounts, allocated pro rata based on all amounts due on such Payment Date to each Series in respect of (A) Interest Carry-Forward Amounts on the Notes and (B) interest carry-forward amounts on any Related Series Notes (plus all unpaid interest carry-forward amounts from prior Payment Dates and interest thereon at the applicable note rates); (5) during a DSCR Sweep Period, to the DSCR Reserve Account, all remaining Series Available Amounts until the amount on deposit in the DSCR Reserve Account is equal to the Aggregate Series Principal Balance; (6) to each Series, pro rata based on the Make Whole Amount due to each Series, the applicable Make Whole Amount plus any unpaid Make Whole Amounts from any prior Payment Date; (7) to each Series, pro rata based on any and all amounts due on such Payment Date for such Series in respect of Post-ARD Additional Interest (if any), as applicable, on the related Notes, and any Deferred Post-ARD Additional Interest, if any, from any prior Payment Date, an amount equal to the Post-ARD Additional Interest with respect to such Series; (8) to the extent not paid as Collateral Pool Expenses, any Issuer Expenses or Extraordinary Expenses for such Payment Date plus any unpaid Issuer Expenses or Extraordinary Expenses from any prior Payment Date with interest thereon at the Reimbursement Rate; and (9) pro rata, to each Issuer, all remaining Series Available Amounts (such amounts to be released from the Lien of this Indenture). The commencement of an Early Amortization Period caused by the occurrence of an event set forth under clause (A) or clause (B) of the definition of “Early Amortization Period” shall be waivable by the Requisite Global Majority. The occurrence of an event, upon the occurrence of which an Early Amortization Period under clause (C) of the definition of “Early Amortization Period” shall otherwise commence, shall be waivable by the Controlling Parties of all Series of Notes. In addition, the Issuers shall be entitled to deposit amounts that are not otherwise subject to the lien of this Indenture, in accordance with the applicable Series Supplements, which amounts shall be added to the Series Available Amount for the applicable Series for the Payment Date following such deposit and distributed to such Series on such Payment Date in accordance with the priority of payments for such Series. Such deposit may only be used for the purpose of preventing the occurrence of an Early Amortization Period under clause (C) of the definition of “Early Amortization Period” or curing any such Early Amortization Period that has already occurred and may not occur more frequently than one (1) time with respect to any three (3) consecutive Collection Periods and more than three (3) times prior to the Rated Final Payment Date. (c) The Issuer shall pay to the Indenture Trustee funds in an amount sufficient to pay in full all amounts of interest, principal, and if any, premium due on In connection with making any Payment Date, redemption date, the Maturity Date, or otherwise prior to 1:00 p.m. Eastern time on such date. (d) The Indenture Trustee shall pay each Note in full as provided herein on the Maturity Date, in immediately available funds, no later than 3:00 p.m., New York City time, on the Maturity Date (to the extent such amounts are received from the Issuer in accordance with Section 2.08(c)). Such payment to the Holder of each Note shall be made on the Maturity Date of such Note and such Holder shall present the Note promptly thereafter. The Indenture Trustee is hereby directed to establish and maintain payments pursuant to the terms of this Section 2.08, a non-interest bearing trust account in the name of the Issuer (such account and any successor account, even if renumbered, the “Payment Account”). All payments to be made on the Notes to or by the Indenture Trustee pursuant to this Indenture shall, as applicable, be made into, or out of, the Payment Account. Funds on deposit in the Payment Account will be disbursed by the Indenture Trustee pursuant to Issuer Order to make payments to the Holders in respect of principal or interest or redemption price or other amounts in respect of the Secured Obligations. The Issuer shall deliver such Issuer Orders to the Indenture Trustee at least one (1) Business Day prior to any payment date. For purposes of causing the application of funds in accordance with this Section 2.08(e2.11(b), the Indenture Trustee shall be entitled make available to rely exclusively upon any each Issuer Order provided by on the Issuer with respect to any payments to be made pursuant to this Sectionrelated Payment Date via the Indenture Trustee’s internet website specified in Section 6.01(a), and shall have no duty to independently determine, verify or calculate any information therein, including with respect to a written statement detailing the amounts or recipients set forth in or delivered together with so paid; provided, that if such information is not so available on the Indenture Trustee’s internet website for any such Issuer Orderreason, except as expressly required hereby. Cash held in the Payment Account shall not be invested. Subject to any applicable abandoned property or escheat law, any money deposited with the Indenture Trustee shall provide each Issuer with such written statement by facsimile transmission, confirmed in trust for the payment of the Notes and remaining unclaimed for two years after such payment has become due and payable shall be paid to the Issuer on its request, and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Indenture Trustee with respect to such trust money shall thereupon ceasewriting by first class mail or overnight courier.

Payments on the Notes. (a) Subject to Section 2.11(c), the Issuer agrees to pay (i) on each Payment Date prior to the Scheduled Final Payment Date for the Notes (but only to the extent of the Available Amount and any Excess Cash Flow and Additional Servicing Compensation pursuant to Section 2.11(c) of this Indenture, in the case of payments of principal), interest on and principal of the Notes in the amounts and in accordance with the priorities set forth in Section 2.11(c); and (ii) on the Scheduled Final Payment Date, the entire Aggregate Note Principal Balance, 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 Note of interest, principal or other amounts, or any such payment set aside on the Final Payment Date for such Note as provided in Section 2.11(b), shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture. Pursuant to the Insurance Agreement, the Issuer has agreed to pay the Accrued Liabilities to the Insurer. (b) With respect to each Payment Date, any interest, principal and other amounts payable on the Notes shall be paid to the Person that is the registered Holder 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 (subject to the special record date provisions of the Notes). Principal, premium, if any, and interest on the Notes any Note shall be payable only against surrender thereof at the office Indenture Trustee’s Office or agency such other address as may be specified in the notice of the Issuer maintained for such purposefinal payment. Payments of interest, principal and other amounts on the Notes 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 Holder Noteholder shall designate by written instruction received by the Indenture Trustee not later than five Business Days prior 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 Note Register as of the related Record Date. Such payments The Indenture Trustee shall pay each Note in whole or in part as provided herein on its Final Payment Date in immediately available funds from funds in the Payment Account as promptly as possible after presentation to the Indenture Trustee of such Note at the Indenture Trustee’s Office but shall initiate such payment as soon as possible, but in no event later than the next Business Day after the day of such presentation. If presentation is made after 4:00 p.m., New York City time, on any day, such presentation shall be deemed to have been made on the immediately succeeding Business Day. Each payment with respect to a Book-Entry Note shall be paid to the Depository, as holder thereof, and the Depository shall be responsible for crediting the amount of such payment to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such coin payments to the related Note Owners that it represents and to each indirect participating brokerage firm (a “brokerage firm” or currency “indirect participating firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the related Note Owners that it represents. None of the United States parties hereto shall have any responsibility therefor except as otherwise provided by this Indenture or applicable law. The Issuer and the Indenture Trustee shall perform their respective obligations under the Letter of America Representations. Except as at provided in the time of payment is legal tender for payment of public and private debts. (b) If following sentence, if a Note is issued in exchange for any other Note during the period commencing after at the close of business at the office of the Note Registrar or agency where such exchange occurs on any Record Date and ending before the opening of business at such office of the Note Registrar 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 Note, but will be payable on such Payment Date only in respect of the prior Note. Interest, principal and other amounts payable on any Note to issued in exchange for any other Note during the Person that is the registered Holder thereof 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 Notes and ending on the Final Payment Date for such Notes, shall be payable to the Person that surrenders the new Note as provided in this Section 2.11(b). All payments of interest, principal and other amounts made with respect to the Notes of any Class will be allocated pro rata among the Outstanding Notes of such Class based on the related Record Note Principal Balance. If any Note 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, non-interest bearing account (and shall remain uninvested) separate from the Payment Account but which constitutes an Eligible Account (or a sub-account of 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) The Issuer shall pay to On each Payment Date, the Indenture Trustee funds in an amount sufficient will apply and will pay the Available Amount (and, with respect to pay in full all amounts of interest, principal, payable under clauses (6)(ii) and if any, premium due on any Payment Date, redemption date, the Maturity Date, or otherwise prior to 1:00 p.m. Eastern time on such date. (d8)(ii) The Indenture Trustee shall pay each Note in full as provided herein on the Maturity Date, in immediately available funds, no later than 3:00 p.m., New York City time, on the Maturity Date (to the extent such amounts are received from the Issuer in accordance with Section 2.08(c)). Such payment to the Holder of each Note shall be made on the Maturity Date of such Note and such Holder shall present the Note promptly thereafter. The Indenture Trustee is hereby directed to establish and maintain pursuant to the terms of this Section 2.082.11(c), a non-interest bearing trust account in the name of the Issuer (such account and any successor account, even if renumbered, the “Payment Account”). All payments to be made on the Notes to or by the Indenture Trustee pursuant to this Indenture shall, as applicable, be made into, or out of, the Payment Account. Funds amounts on deposit in the Payment Account in respect of Additional Servicing Compensation and Excess Cash Flow) for such Payment Date for the following purposes and in the following order of priority, in each case to the extent of remaining funds: (1) from amounts received with respect to any Mortgaged Property, first, to the Property Manager or the Indenture Trustee, as applicable, reimbursement for unreimbursed Property Protection Advances (plus interest thereon) with respect to such Mortgaged Property; and second, to the Special Servicer, any earned and unpaid Special Servicing Fees with respect to any such Mortgaged Property if the Lease related thereto is a Specially Managed Lease; (2) on a pro rata basis, (I) to the Insurer, the unpaid Insurance Premium due on such date, (II) to the Indenture Trustee, the earned and unpaid Indenture Trustee Fee, (III) to the Property Manager, the earned and unpaid Property Management Fee, (IV) to the extent not already paid pursuant to clause (1) above, to the Special Servicer, the earned and unpaid Special Servicing Fees in respect of each Specially Managed Lease, (V) to the Property Manager and the Special Servicer, as additional servicing compensation and so long as there is no continuing Early Amortization Event, the Property Manager Additional Servicing Compensation and the Special Servicer Additional Servicing Compensation, respectively, (VI) to the parties entitled thereto, the amount of any Issuer Expenses (not to exceed $100,000 in any year, unless an Event of Default resulting in the acceleration of the Notes or an Insurer Default has occurred and is then continuing, in which case after three Business Days’ prior written notice to the Rating Agencies, such limit will be disbursed by not apply), (VII) to the extent not already paid pursuant to clause (1) above, to the Indenture Trustee pursuant and the Property Manager, as applicable, reimbursement for unreimbursed Property Protection Advances (plus interest thereon) with respect to Issuer Order Leases that became Liquidated Leases or Corrected Leases, in each case during the immediately preceding Collection Period, and (VIII) (a) first, to make payments the Indenture Trustee and (b) then to the relevant party, the amount of Extraordinary Expenses (other than ▇▇▇▇▇/▇▇▇▇▇▇ Litigation Expenses) not already reimbursed in sub-clauses (I) through (VII) (not to exceed $20,000 in any month and $150,000 in any year, unless an Event of Default resulting in the acceleration of the Notes or an Insurer Default has occurred and is then continuing, in which case such limit will not apply and the Indenture Trustee will notify the Rating Agencies within three Business Days after exceeding such limit), plus the amount of any ▇▇▇▇▇/▇▇▇▇▇▇ Litigation Expenses in an aggregate amount not to exceed $500,000 during the two-year period following the Closing Date (or such greater amount as to which Rating Agency Confirmation has been obtained); (3) on a pro rata basis, (I) to the Holders of the Class A-1 Notes, in respect of interest, the Note Interest with respect to the Class A-1 Notes, plus unpaid Note Interest with respect to the Class A-1 Notes from any prior Payment Date, together with interest on any such unpaid Note Interest at the Note Rate applicable to the Class A-1 Notes, and (II) to the Holders of the Class A-2 Notes, in respect of interest, the Note Interest with respect to the Class A-2 Notes, plus unpaid Note Interest with respect to the Class A-2 Notes from any prior Payment Date, together with interest on any such unpaid Note Interest at the Note Rate applicable to the Class A-2 Notes; (4) (I) so long as no Early Amortization Event has occurred and is continuing, (x) first, until the Class Principal Balance with respect to the Class A-1 Notes has been reduced to zero, to the Holders of the Class A-1 Notes, in respect of unpaid principal of the Class A-1 Notes, up to an amount equal to the Note Principal Payment Amount for such Payment Date, and (y) second, until the Class Principal Balance with respect to the Class A-2 Notes has been reduced to zero, to the Holders of the Class A-2 Notes, in respect of unpaid principal of the Class A-2 Notes, up to an amount equal to the Note Principal Payment Amount (less any amounts paid on such Payment Date under the foregoing clause (x)) for such Payment Date, or interest (II) if an Early Amortization Event has occurred and is continuing, for payment on a pro rata basis based on unpaid principal amounts, (x) to the Holders of the Class A-1 Notes, in respect of unpaid principal of the Class A-1 Notes, and (y) to the Holders of the Class A-2 Notes, in respect of unpaid principal of the Class A-2 Notes, up to an aggregate amount equal to the Note Principal Payment Amount for such Payment Date; (5) to the Insurer, an amount equal to unpaid Accrued Liabilities; (6) on and after the Scheduled Final Payment Date or, if and so long as an Early Amortization Event has occurred and is continuing on the related Payment Date, (i) the balance of the Available Amount and (ii) any Excess Cash Flow and Additional Servicing Compensation, in each case, for payment on a pro rata basis based on unpaid principal amounts, (I) to the Holders of the Class A-1 Notes, in respect of unpaid principal of the Class A-1 Notes, and (II) to the Holders of the Class A-2 Notes, in respect of unpaid principal of the Class A-2 Notes, in each case until the Aggregate Note Principal Balance is reduced to zero; (7) any Issuer Expenses and Extraordinary Expenses not already paid; and (8) (i) the balance of the Available Amount and (ii) any Excess Cash Flow and Additional Servicing Compensation not already paid pursuant to clauses (1) through (7), to the Issuer for distribution to the holders of its Limited Partnership Interests. The Notes are nonrecourse obligations solely of the Issuer and will be payable only from the Collateral and the proceeds of the Insurance Policy. Each Noteholder and Note Owner will be deemed to have agreed that they have no rights or redemption price claims against the Issuer directly and may only look to the Collateral and the Insurance Policy to satisfy the Issuer’s obligations hereunder. Each Noteholder and Note Owner will be deemed to have agreed, by its acceptance of its Note or other amounts its Ownership Interest therein, not to file or join in filing any petition in bankruptcy or commence any similar proceeding in respect of the Secured ObligationsIssuer or the Issuer GP for a period of one year and one day following payment in full of all of the Notes. The Notwithstanding the provisions of this Section 2.11(c), the Issuer shall deliver such Issuer Orders may, subject to Section 9.06, at any time advance funds to the Indenture Trustee at least one for the purpose of allowing the Indenture Trustee to make required payments on the Notes (1“Issuer Advances”) Business Day prior without right of reimbursement. (d) In connection with making any payments pursuant to any payment date. For purposes of causing the application of funds in accordance with this Section 2.08(e2.11(c)(8), the Indenture Trustee shall be entitled to rely exclusively upon any Issuer Order provided by the Issuer with respect to any payments to be made pursuant to this Section, and shall have no duty to independently determine, verify or calculate any information therein, including with respect to the amounts or recipients set forth in or delivered together with any such Issuer Order, except as expressly required hereby. Cash held in the Payment Account shall not be invested. Subject to any applicable abandoned property or escheat law, any money deposited with the Indenture Trustee in trust for the payment of the Notes and remaining unclaimed for two years after such payment has become due and payable shall be paid make available to the Issuer on its requestthe related Payment Date via the Indenture Trustee’s Internet website specified in Section 6.01(a), and a written statement detailing the Holder of amounts so paid, provided that if such Note shall thereafter look only to information is not so available on the Issuer Indenture Trustee’s Internet website for payment thereofany reason, and all liability of the Indenture Trustee shall provide the Issuer with respect to such trust money shall thereupon ceasewritten statement by facsimile transmission, confirmed in writing by first class mail or overnight courier.

Payments on the Notes. The following information supplements and, to the extent inconsistent, supersedes the information appearing in the seventh paragraph under the caption “Description of the Notes — General” in the Prospectus Supplement. Interest payable and punctually paid or duly provided for on any interest payment date for the Notes of any tranche (a) With respect to each Payment Date, including any interest, payable interest payment date falling on the Notes shall final maturity date or other maturity (as defined below) of such Notes) will be paid to the Person that is the persons in whose names such Notes (or one or more predecessor Notes) are registered Holder thereof at the close of business on the related Record Date (subject to the special regular record date provisions for such Notes (whether or not a business day) next preceding such interest payment date. The Notes of each tranche will be issued in the form of one or more global Notes in book-entry form (“global Notes”) and payments on such global Notes will be made through the trustee to The Depository Trust Company, as depositary for the global Notes. In the event the Company issues Notes of any tranche in definitive form (“definitive Notes”) in exchange for interests in the global Notes of such tranche under limited circumstances described under “Description of the Notes). PrincipalNotes — Book-Entry Notes and Information Relating to DTC” in the Prospectus Supplement, premium, if any, and interest the Company will pay principal due on the Notes shall be payable final maturity date of each such definitive Note (or on any prior date on which the principal or an installment of principal of such definitive Note becomes due and payable, whether by declaration of acceleration, call for redemption or otherwise) (each such date, a “maturity”), upon presentation of such definitive Note at the corporate trust office of the trustee or at any other place designated by the Company. Payment of interest due on definitive Notes of any tranche on any interest payment date for the Notes of such tranche will be made at the corporate trust office or agency of at any other place designated by the Issuer maintained for such purpose. Payments of interestCompany or, principal and other amounts on at the Notes shall Company’s option, may be made by check mailed to the addresses of the persons entitled thereto as their addresses may appear in the register of the Notes of such tranche or by wire transfer to such account as such Holder shall designate by written instruction of immediately available funds if appropriate wire transfer instructions have been received in writing by the Indenture Trustee trustee not later less than five Business Days 15 days prior to the applicable Payment Date. Such payments shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. (b) If a Note is issued in exchange for any other Note during the period commencing after close of business at the office of the Note Registrar where such exchange occurs on any Record Date and ending before the opening of business at such office of the Note Registrar on the related Payment Date, no interest, principal or other amounts will be payable on such Payment Date in respect of such new Note, but will be payable on such Payment Date only in respect of the prior Note to the Person that is the registered Holder thereof at the close of business on the related Record Date. (c) The Issuer shall pay to the Indenture Trustee funds in an amount sufficient to pay in full all amounts of interest, principal, and if any, premium due on any Payment Date, redemption date, the Maturity Date, or otherwise prior to 1:00 p.m. Eastern time on such date. (d) The Indenture Trustee shall pay each Note in full as provided herein on the Maturity Date, in immediately available funds, no later than 3:00 p.m., New York City time, on the Maturity Date (to the extent such amounts are received from the Issuer in accordance with Section 2.08(c)). Such payment to the Holder of each Note shall be made on the Maturity Date of such Note and such Holder shall present the Note promptly thereafter. The Indenture Trustee is hereby directed to establish and maintain pursuant to the terms of this Section 2.08, a non-interest bearing trust account in the name of the Issuer (such account and any successor account, even if renumbered, the “Payment Account”). All payments to be made on the Notes to or by the Indenture Trustee pursuant to this Indenture shall, as applicable, be made into, or out of, the Payment Account. Funds on deposit in the Payment Account will be disbursed by the Indenture Trustee pursuant to Issuer Order to make payments to the Holders in respect of principal or interest or redemption price or other amounts in respect of the Secured Obligations. The Issuer shall deliver such Issuer Orders to the Indenture Trustee at least one (1) Business Day prior to any payment date. For purposes of causing Notwithstanding the application of funds in accordance with this Section 2.08(e)foregoing, the Indenture Trustee shall be entitled Company will make payments of interest on any interest payment date to rely exclusively upon any Issuer Order provided each registered holder of $10,000,000 (or, if the payment currency is other than United States dollars, the equivalent thereof in the particular payment currency) or more in aggregate principal amount of the Company’s Medium-Term Notes, Series F in definitive form (whether having identical or different terms and provisions and including definitive Notes) by wire transfer of immediately available funds if the applicable registered holder has delivered appropriate wire transfer instructions in writing to the trustee not less than 15 days prior to the particular interest payment date. Any wire transfer instructions received by the Issuer with respect to any payments to be made pursuant to this Section, and trustee shall have no duty to independently determine, verify or calculate any information therein, including with respect to remain in effect until revoked by the amounts or recipients set forth in or delivered together with any such Issuer Order, except as expressly required hereby. Cash held in the Payment Account shall not be invested. Subject to any applicable abandoned property or escheat law, any money deposited with the Indenture Trustee in trust for the payment of the Notes and remaining unclaimed for two years after such payment has become due and payable shall be paid to the Issuer on its request, and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Indenture Trustee with respect to such trust money shall thereupon ceaseregistered holder.

Payments on the Notes. (a) With respect to each Payment Date, any interest, principal and other amounts payable on the Notes shall be paid to the Person that is the registered Holder thereof at the close of business on the related Record Date (subject to the special record date provisions of the Notes). Principal, premium, if any, and interest on the Notes shall be payable at the office or agency of the Issuer maintained for such purposeDate. Payments of interest, principal and other amounts on the Notes shall be made by wire transfer to such account as such Holder shall designate by written instruction received by the Indenture Trustee not later than five Business Days prior to the Record Date related to the applicable Payment Date. Such payments shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. (b) If a Note is issued in exchange for any other Note during the period commencing after at the close of business at the office of the Note Registrar where such exchange occurs on any Record Date and ending before the opening of business at such office of the Note Registrar on the related Payment Date, no interest, principal or other amounts will be payable on such Payment Date in respect of such new Note, but will be payable on such Payment Date only in respect of the prior Note to the Person that is the registered Holder thereof at the close of business on the related Record Date. (c) The Issuer shall pay to the Indenture Trustee funds in an amount sufficient to pay in full all amounts of interest, principal, and if any, premium due on any Payment Date, redemption date, the Final Maturity Date, or otherwise prior to 1:00 p.m. 11.00 a.m. Eastern time on such date. (d) The Indenture Trustee shall pay each Note in full as provided herein on the Final Maturity Date, in immediately available funds, no later than 3:00 p.m., New York City time, on the such Final Maturity Date (to the extent such amounts are received from the Issuer in accordance with Section 2.08(c)). Such payment to the Holder of each Note shall be made on the Final Maturity Date of such Note and such Holder shall present the Note promptly thereafter. . (e) The Indenture Trustee is hereby directed to establish and maintain pursuant to the terms of this Section 2.08, a non-interest bearing trust account in the name of the Issuer (such account and any successor account, even if renumbered, the “Payment Account”). All payments to be made on the Notes to or by the Indenture Trustee pursuant to this Indenture shall, as applicable, be made into, or out of, the Payment Account. Funds on deposit in the Payment Account will be disbursed by the Indenture Trustee pursuant to Issuer Order to make payments to the Holders in respect of principal or interest or redemption price or other amounts in respect of the Secured Obligations. The Issuer shall deliver such Issuer Orders to the Indenture Trustee at least one (1) Business Day prior to any payment date. For purposes of causing the application of funds in accordance with this Section 2.08(e), the Indenture Trustee shall be entitled to rely exclusively upon any Issuer Order provided by the Issuer with respect to any payments to be made pursuant to this Section, and shall have no duty to independently determine, verify or calculate any information therein, including with respect to the amounts or recipients set forth in or delivered together with any such Issuer Order, except as expressly required hereby. Cash held in the Payment Account shall not be invested. Subject to any applicable abandoned property or escheat law, any money deposited with the Indenture Trustee in trust for the payment of the Notes and remaining unclaimed for two years after such payment has become due and payable shall be paid to the Issuer on its request, and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Indenture Trustee with respect to such trust money shall thereupon cease.

Payments on the Notes. (a) Subject to Section 2.11(b), the Issuer agree to pay: (i) on each Payment Date prior to the Rated Final Payment Date for the Classes of each Series of Notes (but only to the extent of the Available Amount pursuant to Section 2.11(b), in the case of payments of principal), interest on and principal of such Notes in the amounts and in accordance with the priorities set forth in Section 2.11(b); and (ii) on the Rated Final Payment Date for the Classes of each Series of Notes, the entire applicable Series Principal Balance, 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 Note of interest, principal or other amounts, or any such payment set aside on the Final Payment Date for such Note as provided in Section 2.11(b), shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture. (b) With respect to each Payment Date, any interest, principal and other amounts payable on the Notes shall be paid to the each Person that is the a registered Holder 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 (subject to the special record date provisions of the Notes). Principal, premium, if any, and interest on the Notes any Note shall be payable only against surrender thereof at the office Indenture Trustee’s Office or agency such other address as may be specified in the notice of the Issuer maintained for such purposefinal payment. Payments of interest, principal and other amounts on the Notes shall be made on each Payment Date other than the Final Payment Date, subject to Applicable Law, by wire transfer to such account accounts as each such Holder Noteholder shall designate by written instruction received by the Indenture Trustee not later than five Business Days prior the Record Date related to such Payment Date or otherwise by check mailed on or before such Payment Date to the applicable Payment Person entitled thereto at such Person’s address appearing on the Note Register as of the related Record Date. Such payments The Indenture Trustee shall pay each Note in whole or in part as provided herein on its Final Payment Date in immediately available funds from funds in the Payment Account as promptly as possible after presentation to the Indenture Trustee of such Note at the Indenture Trustee’s Office, but in no event later than the next Business Day after the day of such presentation. If presentation is made after 3:30 p.m., New York City time, on any day, such presentation shall be deemed to have been made on the immediately succeeding Business Day. Each payment with respect to a Book-Entry Note shall be paid to the Depository, as holder thereof, and the Depository shall be responsible for crediting the amount of such payment to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such coin payments to the related Note Owners that it represents and to each indirect participating brokerage firm (a “brokerage firm” or currency “indirect participating firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the related Note Owners that it represents. None of the United States parties hereto shall have any responsibility therefor except as otherwise provided by this Indenture or Applicable Law. The Issuer and the Indenture Trustee shall perform their respective obligations under each Letter of America Representations. Except as at provided in the time of payment is legal tender for payment of public and private debts. (b) If following sentence, if a Note is issued in exchange for any other Note during the period commencing after at the close of business at the office of the Note Registrar or agency where such exchange occurs on any Record Date and ending before the opening of business at such office of the Note Registrar 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 Note, but will be payable on such Payment Date only in respect of the prior Note. Interest, principal and other amounts payable on any Note to issued in exchange for any other Note during the Person that is the registered Holder thereof 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 Notes and ending on the Final Payment Date for such Notes, shall be payable to the Person that surrenders the new Note as provided in this Section 2.11(b). All payments of interest, principal and other amounts made with respect to the Notes of a Class of any Series will be allocated pro rata among the Notes then Outstanding of such Class as set forth below. If any Note 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, non-interest bearing account (and shall remain uninvested) separate from the Payment Account (but which may be a sub-account thereof) but which constitutes an Eligible Account (or a sub-account of an Eligible Account), and the Indenture Trustee and the Issuer shall act in accordance with Section 5.10 in respect of the unclaimed funds. On each Payment Date, the Available Amount on such Payment Date will be applied by the Indenture Trustee, first to pay the following expenses of the Issuer related Record Date.to the Notes (collectively, “Issuer Collateral Pool Expenses”) to the extent not withdrawn from the Collection Account by the Issuer Manager on or prior to the applicable Remittance Date in accordance with the Property Management Agreement in the following order of priority : (cI) The to the Indenture Trustee, any earned and unpaid Indenture Trustee Fees; (II) to the Back-Up Manager, any earned and unpaid Back-Up Management Fee (to the extent collected pursuant to the Property Management Agreement); (III) to the Property Manager, any earned and unpaid Property Management Fees (to the extent collected pursuant to the Property Management Agreement); (IV) to the Issuer shall pay Manager, any earned and unpaid Issuer Manager Fees (to the extent collected pursuant to the Property Management Agreement); (V) to the Special Servicer, any earned and unpaid Special Servicing Fees (to the extent collected pursuant to the Property Management Agreement); (VI) to the Back-Up Manager, the Property Manager, the Issuer Manager, the Special Servicer and the Indenture Trustee, as applicable, an amount equal to all unreimbursed Advances, including Nonrecoverable Advances (plus interest thereon at the Reimbursement Rate) and Extraordinary Expenses for such Payment Date and to the extent unpaid from any prior Payment Date with interest thereon at the Reimbursement Rate (in the case of Extraordinary Expenses, not to exceed the Extraordinary Expense Cap, unless an Event of Default resulting in the acceleration of any Notes has occurred and is then continuing, in which case, such Extraordinary Expense Cap will not apply); (VII) to the extent unpaid from any prior Payment Date, to the Issuer Manager for any unreimbursed Modified Lease Expenses; (VIII) to the parties entitled thereto, the amount of any Issuer Expenses (not to exceed the Issuer Expense Cap, unless an Event of Default resulting in the acceleration of any Notes has occurred and is then continuing, in which case, the Issuer Expense Cap will not apply); and (IX) (a) first, to the Indenture Trustee funds in any of its capacities under the Indenture, (b) second, to the relevant party and (c) third, to the Property Manager, the Issuer Manager and the Special Servicer, the amount of Extraordinary Expenses for such Payment Date and to the extent unpaid from any prior Payment Date, to the extent not already reimbursed in sub-clauses (I) through (VIII) above, in each case, with interest thereon at the Reimbursement Rate (not to exceed the Extraordinary Expense Cap, unless an amount sufficient Event of Default resulting in the acceleration of any Notes has occurred and is then continuing, in which case (i) such Extraordinary Expense Cap will not apply and (ii) indemnities due to pay in full all amounts the Issuer or any Control Person, member, manager, officer, employee or agent of interestthe Issuer will be payable only after payments due to the Noteholders pursuant to the allocation of Series Available Amount below). Subject to the terms and provisions of each Series Supplement, principal, and if any, premium due the Available Amount remaining on any Payment Date, redemption date, Date after payment of Issuer Collateral Pool Expenses will be allocated in the Maturity Date, or otherwise prior to 1:00 p.m. Eastern time on such date. following manner and priority (d) The Indenture Trustee shall pay each Note in full as provided herein on the Maturity Date, in immediately available funds, no later than 3:00 p.m., New York City time, on the Maturity Date (to the extent such amounts are received from the Issuer in accordance with Section 2.08(c)). Such payment to the Holder of each Note shall be made on the Maturity Date of such Note and such Holder shall present the Note promptly thereafter. The Indenture Trustee is hereby directed to establish and maintain aggregate amount allocated pursuant to the terms of this Section 2.08clauses (1) through (11) (but excluding clauses (5), a non-interest bearing trust account in the name of the Issuer (such account 9) and any successor account, even if renumbered(10) below, the “Series Available Amount”): (1) to each Series, note interest, allocated pro rata based on all amounts due on such Payment Account”). All payments Date to be made each Series in respect of Note Interest on the Notes designated as Class “A” (plus all unpaid Note Interest from prior Payment Dates and interest thereon at the applicable Note Rate); (2) to or by the Indenture Trustee pursuant to this Indenture shalleach Series, as applicable, be made intosequentially in alphabetical order with respect to this clause (2), or out ofto Additional Class Notes, allocated for all such Additional Class Notes with the same alphabetical designation with respect to this clause (2) pro rata based on amounts owing to such Series with respect to this clause (2), the note interest due on any Additional Class Notes for such Payment Date, plus all unpaid note interest in respect of such Additional Class Notes from any prior Payment Date and interest thereon at the applicable note rates; (3) so long as no Early Amortization Period is in effect, sequentially: a. to each Series, Scheduled Principal Payments, allocated pro rata based on all amounts due on such Payment Date to each Series in respect of the Notes of such Series designated as Class “A,” provided, however, that any Scheduled Principal Payments allocated to any Series shall not exceed the Series Principal Balance of the class A notes of such Series; b. to each Series, as applicable, sequentially in alphabetical order with respect to this clause (3)(b), to any Additional Class Notes, allocated for all such Additional Class Notes with the same alphabetical designation with respect to this clause (3)(b), the scheduled class principal payment for such class, pro rata based on amounts owing to such Series with respect to this clause (3)(b) (and any unpaid scheduled principal payment for such class that were due on any prior Payment Dates) provided, however, that any scheduled principal payments allocated to any Series shall not exceed the series principal balance of such class of notes of such Series; (i) on and after the Series Closing Date and prior to the Payment Date occurring thirty-six (36) months following the Series Closing Date, to the Liquidity Reserve Account. Funds , all remaining Available Amounts until the amount on deposit in the Liquidity Reserve Account is equal to $2,000,000, (ii) beginning on the first Payment Date following the Payment Date occurring thirty-six (36) months following the Series Closing Date, to the Liquidity Reserve Account, all remaining Available Amounts until the amount on deposit in the Liquidity Reserve Account will be disbursed by is equal to $2,000,000 plus $100,000 for each Payment Date occurring after thirty-six (36) months following the Indenture Trustee Series Closing Date and (iii) following the first Payment Date following fifty-six (56) months following the Series Closing Date and each Payment Date thereafter, to the Liquidity Reserve Account, all remaining Available Amounts until the amount on deposit in the Liquidity Reserve Account is equal to $4,000,000; d. to each Series, unscheduled principal payments, allocated pro rata, based on the Outstanding Principal Balance of the Notes of such Series designated as Class “A,” provided, however, that any unscheduled principal payments allocated to any Series shall not exceed the outstanding principal balance of the class A notes of such Series; and e. to each Series, as applicable, sequentially in alphabetical order with respect to this clause (3)(e), to any Additional Class Notes, allocated for all such Additional Class Notes with the same alphabetical designation with respect to this clause (3)(e), unscheduled principal payment, if any, pro rata, based on the outstanding principal balance of such class for such Payment Date; provided, however, that any unscheduled principal payments allocated to any class and Series pursuant to Issuer Order this clause (3)(e) shall not exceed the outstanding principal balance of such class of notes of such Series; (4) during an Early Amortization Period, sequentially; a. to make payments each Series, all remaining Available Amounts, allocated pro rata based on the Outstanding Principal Balance of the Notes of such Series designated as Class “A,” provided, however, that such amount allocated to any Series shall not exceed the Series Principal Balance of such Series; and b. to each Series, sequentially in alphabetical order with respect to this clause (4)(b), to any Additional Class Notes, allocated for all such Additional Class Notes with the same alphabetical designation with respect to this clause (4)(b) pro rata based on (A) the outstanding principal balance plus interest carry forward amounts of such Series with respect to this clause (4)(b) and (B) the outstanding principal balance of each such class plus interest carry forward amounts, provided, however, that such amount allocated to any class and Series pursuant to this clause (4)(b) shall not exceed the outstanding principal balance plus interest carry forward amounts of such class of notes of such Series; (5) during a DSCR Sweep Period, to the Holders DSCR Reserve Account, all remaining Available Amounts until the amount on deposit in the DSCR Reserve Account is equal to the Aggregate Series Principal Balance; (6) to each Series, sequentially: a. Make Whole Amounts related to any Unscheduled Principal Payments due on the Notes of such Series designated as Class “A” in clause (3)(d) above, plus any unpaid Make Whole Amounts from any prior Payment Date, allocated pro rata based on the aggregate Make Whole Amount due to such Notes; and b. in alphabetical order with respect to this clause (6)(b), to any Additional Class Notes, allocated for all such Additional Class Notes with the same alphabetical designation with respect to this clause (6)(b), pro rata based on amounts owing to such Series with respect to this clause (6)(b), make whole amounts related to any unscheduled principal payments due on any Additional Class Notes in clause (3)(e) above, plus any unpaid make whole amounts due on any Additional Class Notes from any prior Payment Date, allocated pro rata based on (A) the aggregate make whole amount due to such Series with respect to this clause (6)(b) and (B) the aggregate make whole amounts due to such class of notes of such Series; (7) to each Series, sequentially in alphabetical order, Interest Carry-Forward Amounts, allocated pro rata based on all amounts due on such Payment Date to each Additional Class Notes with the same alphabetical designation (plus all unpaid interest carry forward amounts from prior Payment Dates and interest thereon at the applicable note rates); (8) to each Series, sequentially: a. the aggregate unpaid Post-ARD Additional Interest and deferred Post-ARD Additional Interest accrued on the Notes of such Series designated as Class “A”, allocated pro rata based on all amounts due on such Payment Date to each Series in respect of principal or interest or redemption price or other Post-ARD Additional Interest and Deferred Post-ARD Interest on such Notes; and b. in alphabetical order, the unpaid aggregate Post-ARD Additional Interest and deferred Post-ARD Additional Interest accrued on the Additional Class Notes, allocated pro rata based on all amounts due on such Payment Date to each Series in respect of Additional Class Notes Post-ARD Additional Interest and Deferred Post-ARD Interest on such Additional Class Notes with the Secured Obligations. The Issuer shall deliver such Issuer Orders same alphabetical designation; (9) to the Indenture Trustee at least one (1) Business Day prior to any payment date. For purposes of causing the application of funds in accordance with this Section 2.08(e)extent not paid as Issuer Collateral Pool Expenses, the Indenture Trustee shall be entitled to rely exclusively upon any Issuer Order provided by the Issuer with respect to any payments to be made pursuant to this Section, Expenses or Extraordinary Expenses for each Payment Date and shall have no duty to independently determine, verify or calculate any information therein, including with respect to the amounts or recipients set forth in or delivered together extent unpaid from any prior Payment Date with any such Issuer Orderinterest thereon at the Reimbursement Rate; and (10) pro rata, except as expressly required hereby. Cash held in the Payment Account shall not be invested. Subject to any applicable abandoned property or escheat law, any money deposited with the Indenture Trustee in trust for the payment of the Notes and remaining unclaimed for two years after such payment has become due and payable shall be paid to the Issuer on its request, and (or the Holder direct or indirect owners thereof) all remaining Available Amounts (which amounts will be released from the Lien of such Note shall thereafter look only to this Indenture). The commencement of an Early Amortization Period caused by the Issuer for payment thereof, and all liability occurrence of an event set forth under clause (A) or clause (B) of the Indenture Trustee with respect to such trust money definition of “Early Amortization Period” shall thereupon cease.be waivable by the Requisite Global Majority. Th

Payments on the Notes. (a) Subject to Section 2.10(b), the Issuer agrees to pay (i) on each Payment Date prior to the Maturity Date, interest on and principal of the Notes in the amounts and in accordance with the priorities set forth in Section 2.10(c); and (ii) on the Maturity Date, the entire Note Principal Balance of the Notes, 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 Note of interest, principal or other amounts, or any such payment set aside on the Final Payment Date for such Note as provided in Section 2.10(b), shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture. (b) With respect to each Payment Date, any interest, principal and other amounts payable on the Notes shall be paid to the Person that is the registered Holder 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 (subject to the special record date provisions of the Notes). Principal, premium, if any, and interest on the Notes any Note shall be payable only against surrender thereof at the office or agency Corporate Trust Office of the Issuer maintained for such purposeIndenture Trustee. Payments of interest, principal and other amounts on the Notes 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 Holder Noteholder shall designate by written instruction received by the Indenture Trustee not later than five Business Days prior the Record Date related to the applicable Payment DateDate or otherwise by check mailed on or before the Payment Date to the Person entitled thereto at such Person's address appearing on the Note Register. Such payments The Indenture Trustee shall pay each Note in whole or in part as provided herein on its Final Payment Date in immediately available funds from funds in the Note Payment Account as promptly as possible after presentation to the Indenture Trustee of such Note at its Corporate Trust Office but shall initiate such payment no later than 3:00 p.m., New York City time, on the day of such presentation, provided, that such presentation has been made no later than 1:00 p.m., New York City time. 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 such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. (b) If following sentence, if a Note is issued in exchange for any other Note during the period commencing after at the close of business at the office of the Note Registrar or agency where such exchange occurs on any Record Date and ending before the opening of business at such office of the Note Registrar 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 Note, but will be payable on such Payment Date only in respect of the prior Note. Interest, principal and other amounts payable on any Note to issued in exchange for any other Note during the Person that is the registered Holder thereof period commencing at the close of business at the office or agency where such exchange occurs on the related Record Date immediately preceding the Final Payment Date for such Notes and ending on the Final Payment Date for such Notes, shall be payable to the Person that surrenders the new Note as provided in this Section 2.10(b). All payments of interest, principal and other amounts made with respects to any Note will be allocated pro rata among the Outstanding Notes based on the Note Principal Balance thereof. If any Note 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 Note Payment 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) The Issuer On each Payment Date, the Indenture Trustee shall pay deposit the Available Amount from the Reimbursement Account into the Note Payment Account and withdraw from the Note Payment Account and apply the Available Amount for such Payment Date for the following purposes and in the following order of priority, in each case to the extent of remaining funds: (i) to the Indenture Trustee funds in Trustee, (A) an amount sufficient equal to pay in full the sum of the Indenture Trustee Fee for such Payment Date, plus all amounts of interestaccrued and unpaid Indenture Trustee Fees, principal, and if any, premium due on any for prior Payment Dates and (B) all amounts to which the Indenture Trustee is entitled to reimbursement in accordance with this Indenture, which are invoiced to the Issuer at least three Business Days prior to the Payment Date, redemption date, the Maturity Date, not to exceed $25,000 per month or otherwise prior to 1:00 p.m. Eastern time on such date.$100,000 per calendar year; (dii) The Indenture Trustee shall pay each Note in full as provided herein on the Maturity Date, in immediately available funds, no later than 3:00 p.m., New York City time, on the Maturity Date (to the extent such amounts Verification Agent, an amount equal to the sum of all accrued and unpaid Verification Agent Fees and expenses (which are received from invoiced to the Issuer in accordance with Section 2.08(c)). Such payment to the Holder of each Note shall be made on the Maturity Date of such Note and such Holder shall present the Note promptly thereafter. The Indenture Trustee is hereby directed to establish and maintain pursuant to the terms of this Section 2.08, a non-interest bearing trust account in the name of the Issuer (such account and any successor account, even if renumbered, the “Payment Account”). All payments to be made on the Notes to or by the Indenture Trustee pursuant to this Indenture shall, as applicable, be made into, or out of, the Payment Account. Funds on deposit in the Payment Account will be disbursed by the Indenture Trustee pursuant to Issuer Order to make payments to the Holders in respect of principal or interest or redemption price or other amounts in respect of the Secured Obligations. The Issuer shall deliver such Issuer Orders to the Indenture Trustee at least one (1) three Business Day Days prior to any payment date. For purposes of causing the application of funds Payment Date) not to exceed $20,000 per month; (iii) to the Agent, all amounts payable to the Agent in accordance with this Section 2.08(e), its capacity as Agent under the Transaction Documents (which are invoiced to the Issuer and the Indenture Trustee shall be entitled to rely exclusively upon any Issuer Order provided by the Issuer with respect to any payments to be made pursuant to this Section, and shall have no duty to independently determine, verify or calculate any information therein, including with respect at least three Business Days prior to the amounts or recipients set forth in or delivered together with Payment Date); (iv) to the Noteholders, an amount equal to the sum of the Interest Distributable Amount for the Notes for such Payment Date, plus any such Issuer OrderInterest Carryover Shortfall, except as expressly required hereby. Cash held in if any, for prior Payment Dates; (v) to the Payment Account shall not be invested. Subject to any applicable abandoned property or escheat law, any money deposited with Indemnified Parties (other than the Indenture Trustee in trust for and the payment Verification Agent), any amounts then due to such Indemnified Parties under Article X of the Notes and remaining unclaimed for two years after such payment has become due and payable shall be paid this Indenture (which are invoiced to the Issuer on its request, and the Holder Indenture Trustee at least three Business Days prior to the Payment Date). (vi) to the Reserve Account, the Reserve Fund Reimbursement Amount for such Payment Date, if applicable; (vii) during the Funding Period: (A) up to the Excess Overcollateralization, to the Agent on behalf of the Tranche A Lenders, any amounts due under the Tranche A Guaranty as of such Note shall thereafter look only Payment Date; (B) up to the Issuer for payment thereofExcess Overcollateralization, to the Indenture Trustee and the Verification Agent, all liability reasonable expenses and indemnities to which each of the Indenture Trustee with and the Verification Agent is entitled to payment and has not been previously reimbursed pursuant to Section 2.10(c)(i) or (ii) above (to the extent expressly set forth under this Indenture) and which are invoiced to the Issuer and the Indenture Trustee at least three Business Days prior to the Payment Date; and (C) the remaining Available Amount, to the Reimbursement Account, which may, up to the Excess Overcollateralization, be disbursed to Oakwood Servicing as holder of the LLC Interests, at Oakwood Servicing's election; (viii) following the termination of the Funding Period: (A) to the Noteholders, in respect of principal of the Notes, until the Note Principal Balance is reduced to such trust money shall thereupon ceasezero; (B) to the Agent on behalf of the Tranche A Lenders, any amounts due under the Tranche A Guaranty; (C) to the Persons entitled thereto, any amounts payable by the Issuer pursuant to this Indenture or the other Transaction Documents; and (D) to Oakwood Servicing as holder of the LLC Interests, the remaining Available Amount.

Payments on the Notes. (a) With respect Subject to the availability of Available Funds and to the Priority of Payments, the Notes will provide for (i) the payment of Accrued Interest and any Interest Carry-Forward Amount on each Payment Date until the earlier of the date on which all Notes are paid in full and the Rated Final Maturity Date and (ii) (A) absent the occurrence and continuation of a Sequential Order Event or the sale of the Collateral and distribution under Section 11.7, the payment of the Principal Distribution Amount on each Payment Date until the earlier of the date on which all Notes are paid in full and the Rated Final Maturity Date, any interest(B) if a Sequential Order Event has occurred and is continuing, the payment in accordance with Section 3.1(b) of all Available Funds remaining after the application of clause “EIGHTH” in subsection 3.1(a) in respect of principal until the earlier of the date on which all Notes are paid in full and the Rated Final Maturity Date or (C) if the Collateral has been sold under Article XI, distribution as provided in Section 11.7. All outstanding principal of the Notes will be due and payable (unless paid on an earlier date) on the Rated Final Maturity Date. On the Rated Final Maturity Date Noteholders will be entitled to the Reserve Account Draw Amount for such date, if any and all remaining Available Funds necessary to reduce the Aggregate Principal Amount of the Notes to zero. (b) Interest and principal payable in respect of the Notes of any Class on any Payment Date shall be paid to the Person that is the registered Holder thereof at the close of business on the related Record Date (subject to the special record date provisions Holders of the Notes). Principal, premium, if any, and interest on the Notes shall be payable at the office or agency of the Issuer maintained for such purpose. Payments of interest, principal and other amounts on the Notes shall be made by wire transfer to such account as such Holder shall designate by written instruction received by the Indenture Trustee not later than five Business Days prior to the applicable Payment Date. Such payments shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. (b) If a Note is issued in exchange for any other Note during the period commencing after close of business at the office of the Note Registrar where such exchange occurs on any Record Date and ending before the opening of business at such office of the Note Registrar on the related Payment Date, no interest, principal or other amounts will be payable on such Payment Date in respect of such new Note, but will be payable on such Payment Date only in respect Class as of the prior Note to the Person that is the registered Holder thereof at the close of business on the related Record Date. (c) The Issuer shall pay to All reductions in the Indenture Trustee funds in an principal amount sufficient to pay in full all amounts of interest, principal, and if any, premium due a Note (or one or more predecessor Notes) effected by payments of installments of principal made on any Payment DateDate shall be binding upon all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, redemption date, the Maturity Date, whether or otherwise prior to 1:00 p.m. Eastern time not such payment is noted on such dateNote. (d) The Indenture Trustee shall pay each Note Notwithstanding any other provision of this Indenture, principal of, interest on and all other amounts payable on or in full as provided herein on respect of the Maturity DateNotes will constitute limited recourse obligations of the Issuer secured by, in immediately available funds, no later than 3:00 p.m., New York City time, on the Maturity Date (and payable from and to the extent such amounts are received from of available proceeds of, the Collateral. The Holders of the Notes shall have recourse to the Issuer in accordance with Section 2.08(c)). Such payment only to the Holder extent of each Note the Collateral, and following realization of the Collateral, any claims of the Holders of the Notes shall be made extinguished and shall not revive thereafter. Neither the Issuer, nor any of its respective agents, members, partners, beneficiaries, officers, directors, employees or any Affiliate of any of them or any of their respective successors or assigns or any other Person or entity shall be personally liable for any amounts payable, or performance due, under the Notes or this Indenture. It is understood that the foregoing provisions of this paragraph shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is secured by the Collateral, or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by this Indenture until such Collateral has been realized whereupon any outstanding indebtedness or obligation shall be extinguished. It is further understood that the foregoing provisions of this paragraph shall not limit the right of any Person to name the Issuer as party defendant in any action, suit or in the exercise of any other remedy under the Notes or in this Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer. (e) For so long as any of the Notes are admitted on the Maturity Date Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF market, or listed on any other stock exchange, to the extent required by the rules of such Note and such Holder shall present exchange, the Note promptly thereafter. The Indenture Trustee is hereby directed to establish and maintain pursuant to Issuer or, upon Issuer Order, the terms of this Section 2.08Trustee, a non-interest bearing trust account in the name and at the expense of the Issuer (Issuer, shall notify such account and any successor account, even if renumbered, stock exchange in the “Payment Account”). All payments to be made on event that the Notes to or by the Indenture Trustee pursuant to this Indenture shall, as applicable, be made into, or out of, the Payment Account. Funds on deposit in the Payment Account will be disbursed by the Indenture Trustee pursuant to Issuer Order to make do not receive scheduled payments to the Holders in respect of principal or interest or redemption price or other amounts in respect on any Payment Date and the Servicer at the expense of the Secured Obligations. The Issuer shall deliver such Issuer Orders to the Indenture Trustee at least one (1) Business Day prior to any payment date. For purposes of causing the application of funds in accordance with this Section 2.08(e), the Indenture Trustee shall be entitled to rely exclusively upon any Issuer Order provided by the Issuer with respect to any payments to be made pursuant to this Section, and shall have no duty to independently determine, verify or calculate any information therein, including with respect to the amounts or recipients set forth in or delivered together with any such Issuer Order, except as expressly required hereby. Cash held in the Payment Account shall not be invested. Subject to any applicable abandoned property or escheat law, any money deposited with the Indenture Trustee in trust will arrange for the payment of the Notes and remaining unclaimed for two years after such payment has become due and payable shall be paid to the Issuer on its request, and the Holder publication of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Indenture Trustee with respect to information in a daily newspaper in Luxembourg or as otherwise required by such trust money shall thereupon ceasestock exchange.

Payments on the Notes. (a) With respect to each Payment Date, any interest, principal and other amounts payable on the Notes shall be paid to the Person that is the registered Holder thereof at the close of business on the related Record Date (subject to the special record date provisions of the Notes). Principal, premium, if any, and interest on the Notes shall be payable at the office or agency of the Issuer maintained for such purposeDate. Payments of interest, principal and other amounts on the Notes shall be made by wire transfer to such account as such Holder shall designate by written instruction received by the Indenture Trustee not later than five Business Days prior to the Record Date related to the applicable Payment Date. Such payments shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. (b) If a Note is issued in exchange for any other Note during the period commencing after at the close of business at the office of the Note Registrar where such exchange occurs on any Record Date and ending before the opening of business at such office of the Note Registrar on the related Payment Date, no interest, principal or other amounts will be payable on such Payment Date in respect of such new Note, but will be payable on such Payment Date only in respect of the prior Note to the Person that is the registered Holder thereof at the close of business on the related Record Date. (c) The Issuer shall pay deposit or cause to be deposited in the Indenture Trustee Collateral Account sufficient funds in an amount sufficient to pay in full all amounts of interest, principal, and if any, premium due on any Payment Date, redemption date, the Final Maturity Date, or otherwise prior to 1:00 p.m. 11.00 a.m. Eastern time on such date. (d) The Indenture Trustee shall cause the Securities Intermediary to pay each Note in full as provided herein on the Final Maturity Date, out of the Collateral Account in immediately available funds, no later than 3:00 p.m., New York City time, on the such Final Maturity Date (to the extent such amounts are received from the Issuer in accordance with Section 2.08(c))Date. Such payment to the Holder of each Note shall be made on the Final Maturity Date of such Note and such Holder shall present the Note promptly thereafter. The Indenture Trustee is hereby directed to establish and maintain pursuant to the terms of this Section 2.08, a non-interest bearing trust account in the name of the Issuer (such account and any successor account, even if renumbered, the “Payment Account”). All payments to be made on the Notes to or by the Indenture Trustee pursuant to this Indenture shall, as applicable, be made into, or out of, the Payment Account. Funds on deposit in the Payment Account will be disbursed by the Indenture Trustee pursuant to Issuer Order to make payments to the Holders in respect of principal or interest or redemption price or other amounts in respect of the Secured Obligations. The Issuer shall deliver such Issuer Orders to the Indenture Trustee at least one (1) Business Day prior to any payment date. For purposes of causing the application of funds in accordance with this Section 2.08(e), the Indenture Trustee shall be entitled to rely exclusively upon any Issuer Order provided by the Issuer with respect to any payments to be made pursuant to this Section, and shall have no duty to independently determine, verify or calculate any information therein, including with respect to the amounts or recipients set forth in or delivered together with any such Issuer Order, except as expressly required hereby. Cash held in the Payment Account shall not be invested. Subject to any applicable abandoned property or escheat law, any money deposited with the Indenture Trustee in trust for the payment of the Notes and remaining unclaimed for two years after such payment has become due and payable shall be paid to the Issuer on its request, and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Indenture Trustee with respect to such trust money shall thereupon cease.

Payments on the Notes. (a) Subject to Section 2.09(e), the Issuer agrees to pay: (i) with respect to the Notes, on each Payment Date prior to the Final Maturity Date, but only to the extent of the Available Funds, interest on, and principal of, the Notes in the amounts and in accordance with the priorities set forth in Section 2.09(e); and (ii) with respect to the Notes, on the Final Maturity Date, the entire Note Balance of the Notes, together with all accrued and unpaid interest thereon through the end of the related Accrual Period. Amounts properly withheld under the Code by any Person from a payment to any Holder of a Note of interest, principal or other amounts, or any such payment set aside on the Final Payment Date for such Note as provided in Section 2.09(b), shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture. (b) With respect to each Payment Date, any interest, principal and other amounts payable on the Notes shall be paid to the Person that is the registered Holder thereof at the close of business on the related Record Date (subject to the special record date provisions of the Notes). PrincipalDate; provided, premiumhowever, if anythat interest, principal and interest other amounts payable on the Notes Final Payment Date of any Note shall be payable only against surrender thereof at the office or agency Corporate Trust Office of the Issuer maintained for such purposeIndenture Trustee. Payments of interest, principal and other amounts on the Notes shall be made on the applicable Payment Date other than the Final Payment Date, subject to applicable laws and regulations, on or before the Payment Date to the Person entitled thereto by wire transfer to such account as such Holder Noteholder shall designate by written instruction received by the Indenture Trustee not later than five Business Days prior to the Record Date related to the applicable Payment DateDate or, if no such instructions are received, then by check to the Person entitled thereto at such Person’s address appearing on the Note Register. Such payments The Indenture Trustee shall be pay each Note in whole or in part, to the extent funds are available therefor in the Note Account, as provided herein on its Final Payment Date in immediately available funds from funds in the Note Account as promptly as possible after presentation to the Indenture Trustee of such coin or currency of Note at its Corporate Trust Office. Except as provided in the United States of America as at the time of payment is legal tender for payment of public and private debts. (b) If following sentence, if a Note is issued in exchange for any other Note during the period commencing after at the close of business at the office of the Note Registrar or agency where such exchange occurs on any Record Date and ending before the opening of business at such office of the Note Registrar 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 Note, but will be payable on such Payment Date only in respect of the prior Note. Interest, principal and other amounts payable on any Note to issued in exchange for any other Note during the Person that is the registered Holder thereof period commencing at the close of business at the office or agency where such exchange occurs on the related Record Date immediately preceding the Final Payment Date for such Notes and ending on the Final Payment Date for such Notes, shall be payable to the Person that surrenders the new Note as provided in this Section 2.09(b). All payments of interest, principal and other amounts made with respect to the Notes of each Class will be allocated pro rata among the Outstanding Notes of such Class based on the respective Note Balances thereof. If any Note 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 non-interest bearing account separate from the Note 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) The Issuer shall pay During each Accrual Period from and after the Closing Date, the Notes will accrue interest at the Note Rate on their Note Balance outstanding immediately prior to the Indenture Trustee funds related Payment Date. Interest on the Notes for any Accrual Period shall be payable in an accordance with Section 2.09(e) . Interest accrued during the related Accrual Period on the Note Balance at the Note Rate will be paid to Noteholders on each Payment Date, subject to Available Funds for such Payment Date. Amounts not paid on any Payment Date in respect of interest accrued on the Notes for the related Accrual Period will be carried forward and paid (with additional interest on the amount so carried forward through the Accrual Period prior to payment) on the next succeeding Payment Date on which the Available Funds for such Payment Date is sufficient to pay in full interest accrued on such Payment Date plus the amount of interest accrued thereon carried over from prior Payment Dates. Failure to pay all amounts of interest, principal, accrued and if any, premium due unpaid interest on any Payment Date, redemption date, Date in respect of the Maturity Date, Notes through the end of the related Accrual Period shall constitute an Event of Default under this Indenture. In no event shall any Note earn interest after any applicable Payment Date on which principal is fully paid or otherwise prior to 1:00 p.m. Eastern time on such dateset aside and available for payment in reduction of the Note Balance as provided in Section 2.09(b) hereof. (d) The Indenture Trustee shall pay each Note in full as provided herein Unless the Notes have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulled, principal payments due on the Maturity Date, in immediately available funds, no later than 3:00 p.m., New York City time, Notes on each Payment Date prior to the Final Maturity Date shall be made (to the extent there are sufficient Available Funds for such amounts are received from purpose in the Issuer Note Account) in accordance with Section 2.08(c)2.09(e). Such payment Failure to the Holder of each Note shall be made pay Scheduled Principal Payment Amount on the Maturity any Payment Date of such Note and such Holder shall present the Note promptly thereafter. The Indenture Trustee is hereby directed to establish and maintain pursuant to the terms of this Section 2.08, a non-interest bearing trust account in the name of the Issuer (such account and any successor account, even if renumbered, the “Payment Account”). All payments to be made on the Notes to or by the Indenture Trustee pursuant to this Indenture shall, as applicable, be made into, or out of, the Payment Account. Funds on deposit in the Payment Account will be disbursed by the Indenture Trustee pursuant to Issuer Order to make payments to the Holders in respect of principal or interest or redemption price or other amounts in respect of the Secured ObligationsNotes through the end of the related Accrual Period shall constitute an Event of Default under this Indenture. The Issuer Subject to Section 2.09(e), the Note Balance of the Notes shall deliver such Issuer Orders to the Indenture Trustee at least one be paid in full by its Final Maturity Date. (1e) Business Day prior to any payment date. For purposes of causing the application of funds in accordance with this Section 2.08(e)On each Payment Date, the Indenture Trustee shall be entitled to rely exclusively upon any Issuer Order provided by make the Issuer with respect following disbursements and transfers from the Available Funds in the following order of priority: (i) first, to any payments party under the Basic Documents, any Extraordinary Expenses due and payable to be made such party under this Indenture or any other Basic Document, to the extent not previously paid; provided however, until the Note Balance of the Notes has been reduced to zero, Extraordinary Expenses payable pursuant to this Sectionparagraph shall in no event exceed $150,000 in the aggregate; (ii) second, and shall have no duty to independently determine, verify or calculate any information therein, including with respect to the amounts or recipients set forth in or delivered together with any holders of the Notes, the Accrued Interest for such Issuer OrderPayment Date; (iii) third, except as expressly required hereby. Cash held in to the holders of the Notes, the Scheduled Principal Payment Amount for such Payment Date; (iv) fourth, to the Reserve Account, all remaining amounts, until the amount on deposit therein is equal to the Required Reserve Account shall not be invested. Subject to any applicable abandoned property or escheat lawAmount; and (v) fifth, any money deposited with remaining amounts, to the Indenture Trustee in trust Certificate Paying Agent for distribution to the payment holder of the Notes and remaining unclaimed for two years after such payment has become due and payable shall be paid to the Issuer on its request, and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Indenture Trustee with respect to such trust money shall thereupon ceaseOwner Trust Certificates.

Payments on the Notes. (a) Subject to Section 2.10(b), the Issuer agrees to pay (i) on each Payment Date prior to the Stated Maturity of the Notes, the Payable Note Interest in respect of the Notes for such Payment Date and, to the extent not previously paid, for all prior Payment Dates (plus interest on such unpaid amount at the applicable Note Interest Rate) and the Principal Payment Amount for the related Payment Date; and (ii) at Stated Maturity of the Notes, the entire Note Principal Balance of the Outstanding Notes, together with all accrued and unpaid interest and other amounts due under the Notes and this Indenture thereon. Amounts properly withheld under the Code by any Person from a payment to any Holder of a Note of interest, principal or other amounts, or any such payment set aside on the Final Payment Date for such Note as provided in Section 2.10(b), shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture. (b) With respect to each Payment Date, any interest, principal and other amounts payable on the Notes shall be paid in accordance with Section 3.02(b) to the Person that is the registered Holder 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 (subject to the special record date provisions of the Notes). Principal, premium, if any, and interest on the Notes any Note shall be payable only against surrender thereof at the office or agency offices of the Issuer maintained for such purposeIndenture Trustee designated in the notice provided pursuant to Section 2.11(b). Payments of interest, principal and other amounts on the Notes 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 Holder Noteholder shall designate by written instruction received by the Indenture Trustee not later than five Business Days prior 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 Note Register. The Indenture Trustee shall pay the Note Principal Balance for each Note Outstanding plus Payable Note Interest due thereon in whole or in part as provided herein on its Final Payment Date in immediately available funds from funds in the Collection Account as promptly as possible after presentation to the Indenture Trustee of such Note at the office of the Note 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. Such payments 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 such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. (b) If following sentence, if a Note is issued in exchange for any other Note during the period commencing after at the close of business at the office of the Note Registrar or agency where such exchange occurs on any Record Date and ending before the opening of business at such office of the Note Registrar 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 Note, but will be payable on such Payment Date only in respect of the prior Note. Interest, principal and other amounts payable on any Note to issued in exchange for any other Note during the Person that is the registered Holder thereof period commencing at the close of business at the office or agency where such exchange occurs on the related Record Date immediately preceding the Final Payment Date for such Notes and ending on the Final Payment Date for such Notes, shall be payable to the Person that surrenders the new Note as provided in this Section 2.10(b). All payments of interest, principal and other amounts made with respects to any of the Notes will be allocated pro rata among the Outstanding Notes based on the portion of the Note Principal Balance represented by each such Note. If any Note on which the final payment was due is not presented for payment on the Final Payment Date. (c) The Issuer shall pay to , then the Indenture Trustee funds shall set aside and hold such payment uninvested in a segregated account or sub-account separate from the Collection Account but which constitutes an amount sufficient to pay in full all amounts of interest, principalEligible Account, and if any, premium due on any Payment Date, redemption date, the Maturity Date, or otherwise prior to 1:00 p.m. Eastern time on such date. (d) The Indenture Trustee shall pay each Note in full as provided herein on the Maturity Date, in immediately available funds, no later than 3:00 p.m., New York City time, on the Maturity Date (to the extent such amounts are received from and the Issuer shall act in accordance with Section 2.08(c)). Such payment to the Holder of each Note shall be made on the Maturity Date of such Note and such Holder shall present the Note promptly thereafter. The Indenture Trustee is hereby directed to establish and maintain pursuant to the terms of this Section 2.08, a non-interest bearing trust account in the name of the Issuer (such account and any successor account, even if renumbered, the “Payment Account”). All payments to be made on the Notes to or by the Indenture Trustee pursuant to this Indenture shall, as applicable, be made into, or out of, the Payment Account. Funds on deposit in the Payment Account will be disbursed by the Indenture Trustee pursuant to Issuer Order to make payments to the Holders in respect of principal or interest or redemption price or other amounts 6.10 in respect of the Secured Obligations. The Issuer shall deliver such Issuer Orders to the Indenture Trustee at least one (1) Business Day prior to any payment date. For purposes of causing the application of funds in accordance with this Section 2.08(e), the Indenture Trustee shall be entitled to rely exclusively upon any Issuer Order provided by the Issuer with respect to any payments to be made pursuant to this Section, and shall have no duty to independently determine, verify or calculate any information therein, including with respect to the amounts or recipients set forth in or delivered together with any such Issuer Order, except as expressly required hereby. Cash held in the Payment Account shall not be invested. Subject to any applicable abandoned property or escheat law, any money deposited with the Indenture Trustee in trust for the payment of the Notes and remaining unclaimed for two years after such payment has become due and payable shall be paid to the Issuer on its request, and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Indenture Trustee with respect to such trust money shall thereupon ceasefunds.

Payments on the Notes. (a) Subject to Section 2.15(b), the Issuer agrees to pay: (i) on each Payment Date prior to the Final Payment Date (but only to the extent of the Available Amount pursuant to Section 2.15(b)), interest on and, to the extent payable on such Payment Date pursuant to the terms of this Indenture or the Notes, principal of such Notes in the amounts and in accordance with the priorities set forth in Section 2.15(b); and (ii) on the Final Payment Date, the entire Outstanding Principal Balance, 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 Note of interest, principal or other amounts, or any such payment set aside on the Final Payment Date for such Note as provided in Section 2.15(b), shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture. (b) With respect to each Payment Date, any interest, principal and other amounts payable on the Notes shall be paid to the each Person that is the a registered Holder 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 (subject to the special record date provisions of the Notes). Principal, premium, if any, and interest on the Notes any Note shall be payable only against surrender thereof at the office Indenture Trustee’s Office or agency such other address as may be specified in the notice of the Issuer maintained for such purposefinal payment. Payments of interest, principal and other amounts on the Notes to be made on any Payment Date other than the Final Payment Date shall be made made, subject to applicable laws and regulations, by wire transfer to such account accounts as each such Holder Noteholder shall designate by written instruction received by the Indenture Trustee not later than five Business Days prior the Record Date related to such Payment Date or otherwise by check mailed on or before such Payment Date to the applicable Payment Person entitled thereto at such Person’s address appearing on the Note Register as of the related Record Date. Such payments The Indenture Trustee shall pay each Note in whole or in part as provided herein on its Final Payment Date in immediately available funds from funds in the Payment Account as promptly as possible after presentation to the Indenture Trustee of such Note at the Indenture Trustee’s Office, but in no event later than the next Business Day after the day of such presentation. If presentation is made after 3:30 p.m., New York City time, on any day, such presentation shall be deemed to have been made on the immediately succeeding Business Day. Each payment with respect to a Book-Entry Note shall be paid to the Depository, as holder thereof, and the Depository shall be responsible for crediting the amount of such payment to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such coin or currency payments to the related Note Owners that it represents and to each indirect participating brokerage firm for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the related Note Owners that it represents. None of the United States parties hereto shall have any responsibility therefor except as otherwise provided by this Indenture or applicable law. The Issuer and the Indenture Trustee shall perform their respective obligations under each Letter of America Representations. Except as at provided in the time of payment is legal tender for payment of public and private debts. (b) If following sentence, if a Note is issued in exchange for any other Note during the period commencing after at the close of business at the office of the Note Registrar or agency where such exchange occurs on any Record Date and ending before the opening of business at such office of the Note Registrar 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 Note, but will be payable on such Payment Date only in respect of the prior Note. Interest, principal and other amounts payable on any Note to issued in exchange for any other Note during the Person that is the registered Holder thereof period commencing at the close of business at the office or agency where such exchange occurs on the related Record Date immediately preceding the Final Payment Date and ending on the Final Payment Date, shall be payable to the Person that surrenders the new Note as provided in this Section 2.15(b). All payments of interest, principal and other amounts made with respect to the Notes will be allocated pro rata among the Outstanding Notes as set forth below. If any Note on which the final payment was due is not presented for payment on the Final Payment Date, then the Indenture Trustee shall set aside such payment in a segregated, non-interest bearing account (and shall remain uninvested) separate from the Payment Account (but which may be a sub-account thereof) but which constitutes an Eligible Account (or a sub-account of an Eligible Account), and the Indenture Trustee and the Issuer shall act in accordance with Section 5.10 in respect of the unclaimed funds. On each Payment Date, the Available Amount for such Payment Date will be applied by the Indenture Trustee in the following manner and order of priority: (1) to the Indenture Trustee, the earned and unpaid Indenture Trustee Fee; (2) to the Noteholders, the Note Interest, plus unpaid Note Interest from any prior Payment Date, together with interest on any such unpaid Note Interest at the Note Rate; (3) (I) for so long as no Early Amortization Period has commenced or Event of Default has occurred and is continuing, to the Noteholders (until the Outstanding Principal Balance of the Notes has been reduced to zero), an amount up to the sum of the Mandatory Principal Payment allocable to the Notes for such Payment Date; or (II) if an Early Amortization Period has commenced or Event of Default has occurred and is continuing, to the Noteholders, all remaining Available Amounts until the Outstanding Principal Balance of the Notes has been reduced to zero; (4) to the Issuer, all remaining Available Amounts. Notwithstanding the provisions of this Section 2.15(b), the Issuer 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 Notes without right of reimbursement. (c) The Issuer shall pay to the Indenture Trustee funds in an amount sufficient to pay in full all amounts of interest, principal, and if any, premium due on In connection with making any Payment Date, redemption date, the Maturity Date, or otherwise prior to 1:00 p.m. Eastern time on such date. (d) The Indenture Trustee shall pay each Note in full as provided herein on the Maturity Date, in immediately available funds, no later than 3:00 p.m., New York City time, on the Maturity Date (to the extent such amounts are received from the Issuer in accordance with Section 2.08(c)). Such payment to the Holder of each Note shall be made on the Maturity Date of such Note and such Holder shall present the Note promptly thereafter. The Indenture Trustee is hereby directed to establish and maintain payments pursuant to the terms of this Section 2.08, a non-interest bearing trust account in the name of the Issuer (such account and any successor account, even if renumbered, the “Payment Account”). All payments to be made on the Notes to or by the Indenture Trustee pursuant to this Indenture shall, as applicable, be made into, or out of, the Payment Account. Funds on deposit in the Payment Account will be disbursed by the Indenture Trustee pursuant to Issuer Order to make payments to the Holders in respect of principal or interest or redemption price or other amounts in respect of the Secured Obligations. The Issuer shall deliver such Issuer Orders to the Indenture Trustee at least one (1) Business Day prior to any payment date. For purposes of causing the application of funds in accordance with this Section 2.08(e2.15(b), the Indenture Trustee shall be entitled to rely exclusively upon any Issuer Order provided by the Issuer with respect to any payments to be made pursuant to this Section, and shall have no duty to independently determine, verify or calculate any information therein, including with respect to the amounts or recipients set forth in or delivered together with any such Issuer Order, except as expressly required hereby. Cash held in the Payment Account shall not be invested. Subject to any applicable abandoned property or escheat law, any money deposited with the Indenture Trustee in trust for the payment of the Notes and remaining unclaimed for two years after such payment has become due and payable shall be paid make available to the Issuer on its requestthe related Payment Date via the Indenture Trustee’s internet website specified in Section 6.01(a), and a written statement detailing the Holder of amounts so paid; provided, that if such Note shall thereafter look only to information is not so available on the Issuer Indenture Trustee’s internet website for payment thereofany reason, and all liability of the Indenture Trustee shall provide the Issuer with respect to such trust money shall thereupon ceasewritten statement by facsimile transmission, confirmed in writing by first class mail or overnight courier.