Common use of Payments on the Notes Clause in Contracts

Payments on the Notes. 3.1 COVENANT TO PAY The Issuer shall, on any date when the Notes of any Series, or any of them, become due to be redeemed in whole or in part in accordance with their Conditions, unconditionally pay or procure to be paid to or to the order of or for the account of the Trustee, the amount then becoming due on that date in respect of the Notes of each Class of such Series and shall (subject to the terms of such Series until such payment (after as well as before any judgment or other order of a competent court) unconditionally pay to or to the order of or for the account of the Trustee in respect of such specified in the relevant MTN Supplement) of the Notes of such Series then outstanding at the rate or rates set out in, or calculated from time to time in accordance with, the terms thereof and on the dates provided for in such terms, provided that: 3.1.1 the Issuer shall only be obliged to pay such Principal Amount and interest, Deferred Interest and Additional Interest, if any, to the extent set out in this Deed and the related MTN Supplement, in respect of such Series; 3.1.2 every payment of a Principal Amount or interest, Deferred Interest and Additional Interest, if any, in respect of Notes of such Series made to or to the order or for the account of the Principal Paying Agent as provided in the Agency Agreement shall, to such extent, satisfy such obligation except to the extent that there is failure in the subsequent payment thereof to the relevant Noteholders of such Series under the terms of the relevant Series; and 3.1.3 in the case of any payment in respect of Notes of such a Series made after the due date or subsequent to an Event of Default in respect of such Series, payment shall not be deemed to have been made until the full amount due in accordance with the terms thereof has been received by the Principal Paying Agent or the Trustee in respect of such Series and notice to that effect has been duly given to the relevant Noteholder of such Series in accordance with such terms. The Trustee will hold the benefit of this covenant in relation to each Series on trust for itself and the Holders of that Series according to their respective interests.

Payments on the Notes. 3.1 COVENANT TO PAY The Issuer shall(a) Subject to Section 2.11(b), the applicable Issuers agree to pay: (i) on each Payment Date prior to the Legal Final Payment Date for any date when Class of Notes, interest (but, in the case of payments of Post-ARD Additional Interest and Deferred Post-ARD Additional Interest in respect of such Class of Notes, only to the extent of the Available Amount allocated for such purpose pursuant to Section 2.11(b)) on and principal (but, in the case of payments of principal of such Class of Notes, only to the extent of the Available Amount allocated for such purpose pursuant to Section 2.11(b)) of such Class of Notes in the amounts and in accordance with the priorities set forth in Section 2.11(b); and (ii) on the Legal Final Payment Date for any Class of Notes, the entire applicable Class Principal Balance for such Class of Notes, together with all accrued and unpaid interest thereon (but, in the case of payments of Post-ARD Additional Interest and Deferred Post-ARD Additional Interest in respect of such Class of Notes, only to the extent of the Available Amount allocated for such purpose pursuant to Section 2.11(b)). Amounts properly withheld under the Code by any SeriesPerson 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 themthis Indenture. (b) With respect to each Payment Date, become due to be redeemed in whole or in part in accordance with their Conditionsany interest, unconditionally pay or procure to principal and other amounts payable on the Notes shall be paid to each Person that is a registered holder thereof at the close of business on the related Record Date; provided, however, that interest, principal and other amounts payable at the Final Payment Date of any Note shall be payable only against surrender thereof at the Indenture Trustee’s Office or to such other address as may be specified in the order notice of or for the account final payment. Payments of the Trusteeinterest, the amount then becoming due principal and other amounts on that date in respect of the Notes of each Class of such Series and shall (subject to be made pursuant to the terms of this Indenture shall be made on each Payment Date other than the Final Payment Date, subject to applicable laws and regulations, by wire transfer to such Series until accounts as each such payment (after as well as Noteholder shall designate by written instruction received by the Indenture Trustee not later than the Record Date related to such Payment Date or otherwise by check mailed on or before any judgment or other order of a competent court) unconditionally pay to or such Payment Date to the order of or for Person entitled thereto at such Person’s address appearing on the account Note Register as of the related Record Date. Any amounts to be paid with respect to a Note in connection with its Final Payment Date shall be paid in immediately available funds from funds in the Payment Account as promptly as possible after presentation to the Indenture Trustee in respect of such specified Note at the Indenture Trustee’s Office, but in no event later than the relevant MTN Supplement) of next Business Day after the Notes day of such Series then outstanding at the rate or rates set out in, or calculated from time to time in accordance with, the terms thereof and on the dates provided for in such terms, provided that: 3.1.1 the Issuer shall only be obliged to pay such Principal Amount and interest, Deferred Interest and Additional Interest, if any, to the extent set out in this Deed and the related MTN Supplement, in respect of such Series; 3.1.2 every payment of a Principal Amount or interest, Deferred Interest and Additional Interest, if any, in respect of Notes of such Series made to or to the order or for the account of the Principal Paying Agent as provided in the Agency Agreement shall, to such extent, satisfy such obligation except to the extent that there presentation. If presentation is failure in the subsequent payment thereof to the relevant Noteholders of such Series under the terms of the relevant Series; and 3.1.3 in the case of any payment in respect of Notes of such a Series made after the due date or subsequent to an Event of Default in respect of 3:30 p.m., New York City time, on any day, such Series, payment presentation shall not be deemed to have been made until on the full 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 payments to the related Note Owners that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the related Note Owners that it represents. None of the 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 Representations. Except as provided in the following sentence, if a Note is issued in exchange for any other Note during the period commencing at the close of business at the office or agency where such exchange occurs on any Record Date and ending before the opening of business at such office or agency on the related Payment Date, no interest, principal or other amounts will be payable on such Payment Date in respect of such new 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 issued in exchange for any other Note during the period commencing at the close of business at the office or agency where such exchange occurs on the Record Date immediately preceding the Final Payment Date for such 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. 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 based on the related 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 any payments that would be made in respect of such final 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 for such Payment Date will be applied by the Indenture Trustee, first to pay the following expenses of the Issuers related to the Collateral Pool (collectively, “Collateral Pool Expenses”) in the following order of priority: (1) 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 terms thereof Property Management Agreement, from amounts received on or in respect of any Mortgage Loan or Mortgaged Property or related Lease: first, to the Indenture Trustee, then, any remaining amounts, pari passu, to the Property Manager or the Back-Up Manager, as applicable, reimbursement for unreimbursed Property Protection Advances (plus interest thereon) made with respect to such Mortgage Loan or Mortgaged Property or related Lease; and second, to the Special Servicer, any earned and unpaid Special Servicing Fee, liquidation fees and workout fees incurred with respect to such Mortgage Loan or Mortgaged Property or related Lease; (2) 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, on a pro rata basis (based on amounts owing pursuant to this clause (2)), (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 extent not already paid pursuant to clause (1) above, to the Special Servicer, any earned and unpaid Special Servicing Fees, (IV) to the Back-Up Manager, the earned and unpaid Back-Up Fee, (V) to the parties entitled thereto, the amount of any accrued and unpaid Issuer Expenses (the amount allocated pursuant to this sub-clause (V) for any Payment Date shall not exceed the Issuer Expense Cap for the related Collection Period, unless an Event of Default resulting in the acceleration of the Notes has occurred and is then continuing, in which case, such Issuer Expense Cap limit will not apply), (VI) first, to the Indenture Trustee, and second, pari passu, to the Property Manager or the Back-Up Manager, as applicable, reimbursement for ▇▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances (provided that, unless such P&I Advance has been received by determined to constitute a Nonrecoverable Advance, such reimbursement will not cause a P&I Shortfall or increase the Principal Paying Agent or the Trustee amount of any P&I Shortfall in respect of such Payment Date) and unreimbursed Property Protection Advances that have been determined to constitute Nonrecoverable Advances (in each case plus accrued and unpaid interest thereon) and (VII) (a) first, to the Indenture Trustee and (b) second, to each other relevant party, any accrued and unpaid Extraordinary Expenses for which amounts have not already been allocated pursuant to sub-clauses (I) through (VI) above (the amount allocated pursuant to this sub-clause (VII) for any Payment Date shall not exceed the Extraordinary Expense Cap for the related Collection Period, unless an Event of Default resulting in the acceleration of the Notes has occurred and is then continuing, in which case (i) such Extraordinary Expense Cap limit will not apply and (ii) indemnities due to any Issuer or any Control Person, member, manager, officer, employee or agent of any such Issuer, other than any such party in connection with its role as (or with respect to) Property Manager or Special Servicer, that would otherwise be paid pursuant to this clause (VII) will be payable only after payments due to the Noteholders pursuant to the allocation of Series and notice Available Amount below); and (3) to that effect any Reserve Account, up to an amount with respect to which the Rating Condition has been duly given satisfied. The Available Amount remaining on any Payment Date after payment of Collateral Pool Expenses will be allocated among each Series in the following manner and priority (such manner and priority, the “Inter-Series Priority of Payments” and the aggregate amount allocated to any Series (or the relevant Noteholder Notes of such Series) pursuant to clauses (1) through (7) below, the “Series Available Amount” with respect to such Series): (1) pro rata, based on amounts owing to each Series pursuant to this clause (1), to each Series, the aggregate Note Interest due on the Notes of such Series for such Payment Date plus unpaid Note Interest in accordance respect of such Notes from any prior Payment Date (together with interest thereon at the applicable Note Rate), in each case, plus or minus, as applicable, any net payment due or proceeds received (excluding any termination payments due from an Issuer as a result of a default or termination event with respect to any hedge counterparty) in respect of such terms. The Trustee will hold Payment Date pursuant to any Hedge Agreement related to the benefit of this covenant in relation Notes; (2) so long as no Early Amortization Event has occurred and is continuing: first (a) pro rata, based on amounts owing to each Series pursuant to this clause (a), to each Series, the Scheduled Principal Payments due on trust the Notes of such Series for itself such Payment Date; and the Holders of that Series according to their respective interests.second

Payments on the Notes. 3.1 COVENANT TO PAY The Issuer shall(a) Subject to the availability of funds and to the Priority of Payments, on any date when the Notes will provide for (i) the payment of any SeriesAccrued Interest on each Payment Date through the Maturity Date, or any (ii) absent the occurrence of them, become due to be redeemed a Sequential Order Event the payment of a Principal Distribution Amount on each Payment Date through the Maturity Date and (iii) if a Sequential Order Event has occurred the payment of principal in whole or in part in accordance with their Conditions, unconditionally pay or procure to be paid to or to Sequential Order until the order of or for the account earlier of the Trustee, date on which all Notes are paid in full or the amount then becoming Maturity Date. All outstanding principal of the Notes will be due and payable (unless paid on that date an earlier date) on the Maturity Date. (b) Interest and principal payable in respect of the Notes of each any Class of such Series and on any Payment Date shall (subject be paid to the terms of such Series until such payment (after as well as before any judgment or other order of a competent court) unconditionally pay to or to the order of or for the account of the Trustee in respect of such specified in the relevant MTN Supplement) Holders of the Notes of such Series then outstanding at Class as of the rate related Record Date. (c) All reductions in the principal amount of a Note (or rates set out inone or more predecessor Notes) effected by payments of installments of principal made on any Payment Date 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, whether or not such payment is noted on such Note. (d) Notwithstanding any other provision of this Agreement, principal of, interest on and all other amounts payable on or in respect of the Notes will constitute limited recourse obligations of the Issuer secured by and payable solely from the Collateral, and following realization of the Collateral any claims of the Noteholders shall be 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 calculated from time performance due, under the Notes or this Agreement. It is understood that the foregoing provisions of this paragraph shall not (i) prevent recourse to time the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by this Agreement 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 accordance withany action, suit or in the terms thereof and exercise of any other remedy under the Notes or in this Agreement, 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 any such Person. (e) For so long as any of the Notes are listed on the dates provided for in such terms, provided that: 3.1.1 the Issuer shall only be obliged to pay such Principal Amount and interest, Deferred Interest and Additional Interest, if anyLuxembourg Stock Exchange or any other stock exchange, to the extent set out required by the rules of such exchange, the Issuer or, upon Issuer Order, the Trustee, in this Deed the name and at the expense of the Issuer, shall notify such stock exchange in the event that the Notes do not receive scheduled payments of principal or interest on any Payment Date and the related MTN Supplement, in respect Servicer at the expense of the Issuer will arrange for publication of such Series; 3.1.2 every payment of information in a Principal Amount or interest, Deferred Interest and Additional Interest, if any, daily newspaper in respect of Notes of such Series made to or to the order or for the account of the Principal Paying Agent as provided in the Agency Agreement shall, to such extent, satisfy such obligation except to the extent that there is failure in the subsequent payment thereof to the relevant Noteholders of such Series under the terms of the relevant Series; and 3.1.3 in the case of any payment in respect of Notes of such a Series made after the due date or subsequent to an Event of Default in respect of such Series, payment shall not be deemed to have been made until the full amount due in accordance with the terms thereof has been received by the Principal Paying Agent or the Trustee in respect of such Series and notice to that effect has been duly given to the relevant Noteholder of such Series in accordance with such terms. The Trustee will hold the benefit of this covenant in relation to each Series on trust for itself and the Holders of that Series according to their respective interestsLuxembourg.

Payments on the Notes. 3.1 COVENANT TO PAY The Issuer shall(a) Subject to the availability of funds and to the Priority of Payments, on any date when the Notes will provide for (i) the payment of any SeriesAccrued Interest on each Payment Date through the Final Maturity Date, or any (ii) absent the occurrence of them, become due to be redeemed in whole or in part in accordance with their Conditions, unconditionally pay or procure to be paid to or to a Sequential Order Event the order of or for the account payment of the Trustee, Principal Distribution Amount on each Payment Date through the amount then becoming Final Maturity Date and (iii) if a Sequential Order Event has occurred the payment of principal in Sequential Order until the earlier of the date on which all Notes are paid in full or the Final Maturity Date. All outstanding principal of the Notes will be due and payable (unless paid on that date an earlier date) on the Final Maturity Date. (b) Interest and principal payable in respect of the Notes of each any Class of such Series and on any Payment Date shall (subject be paid to the terms of such Series until such payment (after as well as before any judgment or other order of a competent court) unconditionally pay to or to the order of or for the account of the Trustee in respect of such specified in the relevant MTN Supplement) Holders of the Notes of such Series then outstanding at Class as of the rate related Record Date. (c) All reductions in the principal amount of a Note (or rates set out inone or more predecessor Notes) effected by payments of installments of principal made on any Payment Date 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, whether or not such payment is noted on such Note. (d) Notwithstanding any other provision of this Indenture, principal of, interest on and all other amounts payable on or in respect of the Notes will constitute limited recourse obligations of the Issuer secured by, and payable solely from and to the extent of, the Collateral. The Holders of the Notes shall have recourse to the Issuer only to the extent of the Collateral, and following realization of the Collateral any claims of the Holders of the Notes shall be 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 calculated from time performance due, under the Notes or this Indenture. It is understood that the foregoing provisions of this paragraph shall not (i) prevent recourse to time 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 accordance withany action, suit or in the terms thereof and 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 listed on the dates provided for in such terms, provided that: 3.1.1 the Issuer shall only be obliged to pay such Principal Amount and interest, Deferred Interest and Additional Interest, if anyLuxembourg Stock Exchange or any other stock exchange, to the extent set out required by the rules of such exchange, the Issuer or, upon Issuer Order, the Trustee, in this Deed the name and at the expense of the Issuer, shall notify such stock exchange in the event that the Notes do not receive scheduled payments of principal or interest on any Payment Date and the related MTN Supplement, in respect Servicer at the expense of the Issuer will arrange for publication of such Series; 3.1.2 every payment of information in a Principal Amount daily newspaper in Luxembourg or interest, Deferred Interest and Additional Interest, if any, in respect of Notes of as otherwise required by such Series made to or to the order or for the account of the Principal Paying Agent as provided in the Agency Agreement shall, to such extent, satisfy such obligation except to the extent that there is failure in the subsequent payment thereof to the relevant Noteholders of such Series under the terms of the relevant Series; and 3.1.3 in the case of any payment in respect of Notes of such a Series made after the due date or subsequent to an Event of Default in respect of such Series, payment shall not be deemed to have been made until the full amount due in accordance with the terms thereof has been received by the Principal Paying Agent or the Trustee in respect of such Series and notice to that effect has been duly given to the relevant Noteholder of such Series in accordance with such terms. The Trustee will hold the benefit of this covenant in relation to each Series on trust for itself and the Holders of that Series according to their respective interestsstock exchange.

Payments on the Notes. 3.1 COVENANT TO PAY The MTN Issuer shall, on any date when the Notes of any SeriesSeries (including Series 04-1), or any of them, become due to be redeemed in whole or in part in accordance with their Conditions, unconditionally pay or procure to be paid to or to the order of or for the account of the Trustee, the amount then becoming due on that date in respect of the Notes of each Class of such Series and shall (subject to the terms of such Series Series) until such payment (after as well as before any judgment or other order of a competent court) unconditionally pay to or to the order of or for the account of the Trustee in respect of such interest on the Principal Amount outstanding including Further Interest, Deferred Interest and Additional Interest (if any) as specified in the relevant MTN Supplement) Supplement of the Notes of such Series then outstanding at the rate or rates set out in, or calculated from time to time in accordance with, the terms thereof and on the dates provided for in such terms, provided that: 3.1.1 5.1 the MTN Issuer shall only be obliged to pay such Principal Amount outstanding and interestinterest (including Further Interest (if any)), Deferred Interest and Additional Interest, if any, in respect of Series 04-1 to the extent set out in this the Security Trust Deed and the MTN Cash Management Agreement and this related MTN Supplement, in respect of such Series; 3.1.2 5.2 every payment of a Principal Amount outstanding or interestinterest (including Further Interest (if any)), Deferred Interest and Additional Interest, if any, in respect of Notes of such Series made to or to the order or for the account of the Principal Paying Agent as provided in the Agency Agreement shall, to such extent, satisfy such obligation except to the extent that there is failure in the subsequent payment thereof to the relevant Noteholders of such Series under the terms of the relevant Series; and 3.1.3 5.3 in the case of any payment in respect of Notes of such a Series made after the due date or subsequent to an Event of Default in respect of such Series, payment shall not be deemed to have been made until the full amount due in accordance with the terms thereof has been received by the Principal Paying Agent or the Trustee in respect of such Series and notice to that effect has been duly given to the relevant Noteholder of such Series in accordance with such terms. The Trustee will hold the benefit of this covenant in relation to each Series on trust for itself and the Holders of that Series according to their respective interests.

Payments on the Notes. 3.1 COVENANT TO PAY The Issuer shall(a) Subject to Section 2.11(b), the applicable Issuers agree to pay: (i) on each Payment Date prior to the Legal 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 (but only to the extent of the Available Amount pursuant to Section 2.11(b), in the case of payments of Post-ARD Additional Interest and Deferred Post-ARD Additional 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 Legal Final Payment Date for the Classes of each Series of Notes, the entire applicable Aggregate Note Principal Balance, together with all accrued and unpaid interest thereon (but only to the extent of the Available Amount pursuant to Section 2.11(b), in the case of payments of Post-ARD Additional Interest and Deferred Post-ARD Additional Interest). Amounts properly withheld under the Code by any date when the Notes Person from a payment to any Holder of any Seriesa 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 themthis Indenture. (b) With respect to each Payment Date, become due to be redeemed in whole or in part in accordance with their Conditionsany interest, unconditionally pay or procure to principal and other amounts payable on the Notes shall be paid to each Person that is a registered holder thereof at the close of business on the related Record Date; provided, however, that interest, principal and other amounts payable at the Final Payment Date of any Note shall be payable only against surrender thereof at the Indenture Trustee’s Office or to such other address as may be specified in the order notice of or for the account final payment. Payments of the Trusteeinterest, the amount then becoming due principal and other amounts on that date in respect of the Notes of each Class of such Series and shall (subject to be made pursuant to the terms of this Indenture shall be made on each Payment Date other than the Final Payment Date, subject to applicable laws and regulations, by wire transfer to such Series until accounts as each such payment (after as well as Noteholder shall designate by written instruction received by the Indenture Trustee not later than the Record Date related to such Payment Date or otherwise by check mailed on or before any judgment or other order of a competent court) unconditionally pay to or such Payment Date to the order of or for Person entitled thereto at such Person’s address appearing on the account Note Register as of the related Record Date. Any amounts to be paid with respect to a Note in connection with its Final Payment Date shall be paid in immediately available funds from funds in the Payment Account as promptly as possible after presentation to the Indenture Trustee in respect of such specified Note at the Indenture Trustee’s Office, but in no event later than the relevant MTN Supplement) of next Business Day after the Notes day of such Series then outstanding at the rate or rates set out in, or calculated from time to time in accordance with, the terms thereof and on the dates provided for in such terms, provided that: 3.1.1 the Issuer shall only be obliged to pay such Principal Amount and interest, Deferred Interest and Additional Interest, if any, to the extent set out in this Deed and the related MTN Supplement, in respect of such Series; 3.1.2 every payment of a Principal Amount or interest, Deferred Interest and Additional Interest, if any, in respect of Notes of such Series made to or to the order or for the account of the Principal Paying Agent as provided in the Agency Agreement shall, to such extent, satisfy such obligation except to the extent that there presentation. If presentation is failure in the subsequent payment thereof to the relevant Noteholders of such Series under the terms of the relevant Series; and 3.1.3 in the case of any payment in respect of Notes of such a Series made after the due date or subsequent to an Event of Default in respect of 3:30 p.m., New York City time, on any day, such Series, payment presentation shall not be deemed to have been made until on the full 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 payments to the related Note Owners that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the related Note Owners that it represents. None of the 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 Representations. Except as provided in the following sentence, if a Note is issued in exchange for any other Note during the period commencing at the close of business at the office or agency where such exchange occurs on any Record Date and ending before the opening of business at such office or agency on the related Payment Date, no interest, principal or other amounts will be payable on such Payment Date in respect of such new 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 issued in exchange for any other Note during the period commencing at the close of business at the office or agency where such exchange occurs on the Record Date immediately preceding the Final Payment Date for such 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. 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 based on the related 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 any payments that would be made in respect of such final 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 for such Payment Date will be applied by the Indenture Trustee, first to pay the following expenses of the Issuers related to the Collateral Pool (collectively, “Collateral Pool Expenses”) in the following order of priority: (1) 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 terms thereof Property Management Agreement, from amounts received on or in respect of any Mortgage Loan or Mortgaged Property or related Lease: first, to the Indenture Trustee, then, any remaining amounts, pari passu, to the Property Manager or the Back-Up Manager, as applicable, reimbursement for unreimbursed Property Protection Advances (plus interest thereon) made with respect to such Mortgage Loan or Mortgaged Property or related Lease; and second, to the Special Servicer, any earned and unpaid Special Servicing Fee, liquidation fees and workout fees incurred with respect to such Mortgage Loan or Mortgaged Property or related Lease; (2) 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, on a pro rata basis (based on amounts owing pursuant to this clause (2)), (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 extent not already paid pursuant to clause (1) above, to the Special Servicer, any earned and unpaid Special Servicing Fees, (IV) to the Back-Up Manager, the earned and unpaid Back-Up Fee, (V) to the Custodian, the earned and unpaid Custodian Fee, (VI) to the parties entitled thereto, the amount of any accrued and unpaid Issuer Expenses (the amount allocated pursuant to this sub-clause (VI) for any Payment Date shall not exceed the Issuer Expense Cap for the related Collection Period, unless an Event of Default resulting in the acceleration of the Notes has occurred and is then continuing, in which case, such Issuer Expense Cap limit will not apply), (VII) first, to the Indenture Trustee, and second, pari passu, to the Property Manager or the Back-Up Manager, as applicable, reimbursement for ▇▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances (provided that, unless such P&I Advance has been received by determined to constitute a Nonrecoverable Advance, such reimbursement will not cause a P&I Shortfall or increase the Principal Paying Agent or the Trustee amount of any P&I Shortfall in respect of such Payment Date) and unreimbursed Property Protection Advances that have been determined to constitute Nonrecoverable Advances (in each case plus accrued and unpaid interest thereon) and (VIII) (a) first, to the Indenture Trustee and (b) second, to each other relevant party, any accrued and unpaid Extraordinary Expenses for which amounts have not already been allocated pursuant to sub-clauses (I) through (VII) above (the amount allocated pursuant to this sub-clause (VIII) for any Payment Date shall not exceed the Extraordinary Expense Cap for the related Collection Period, unless an Event of Default resulting in the acceleration of the Notes has occurred and is then continuing, in which case (i) such Extraordinary Expense Cap Limit will not apply and (ii) indemnities due to any Issuer 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 (or with respect to the) Property Manager or Special Servicer, that would otherwise be paid pursuant to this clause (VIII) will be payable only after payments due to the Noteholders pursuant to the allocation of Series and notice Available Amount below); and (3) to that effect any Reserve Account, up to an amount with respect to which the Affirmative Rating Condition has been duly given to the relevant Noteholder of such Series in accordance with such terms. The Trustee will hold the benefit of this covenant in relation to each Series on trust for itself and the Holders of that Series according to their respective interestssatisfied.

Payments on the Notes. 3.1 COVENANT TO PAY The Issuer shall(a) Subject to Section 2.11(b), the applicable Issuers agree to pay: (i) on each Payment Date prior to the Legal Final Payment Date for any date when Class of Notes, interest (but, in the case of payments of Post-ARD Additional Interest and Deferred Post-ARD Additional Interest in respect of such Class of Notes, only to the extent of the Available Amount allocated for such purpose pursuant to Section 2.11(b)) on and principal (but, in the case of payments of principal of such Class of Notes, only to the extent of the Available Amount allocated for such purpose pursuant to Section 2.11(b)) of such Class of Notes in the amounts and in accordance with the priorities set forth in Section 2.11(b); and (ii) on the Legal Final Payment Date for any Class of Notes, the entire applicable Class Principal Balance for such Class of Notes, together with all accrued and unpaid interest thereon (but, in the case of payments of Post-ARD Additional Interest and Deferred Post-ARD Additional Interest in respect of such Class of Notes, only to the extent of the Available Amount allocated for such purpose pursuant to Section 2.11(b)). Amounts properly withheld under the Code by any SeriesPerson 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 themthis Indenture. (b) With respect to each Payment Date, become due to be redeemed in whole or in part in accordance with their Conditionsany interest, unconditionally pay or procure to principal and other amounts payable on the Notes shall be paid to each Person that is a registered holder thereof at the close of business on the related Record Date; provided, however, that interest, principal and other amounts payable at the Final Payment Date of any Note shall be payable only against surrender thereof at the Indenture Trustee’s Office or to such other address as may be specified in the order notice of or for the account final payment. Payments of the Trusteeinterest, the amount then becoming due principal and other amounts on that date in respect of the Notes of each Class of such Series and shall (subject to be made pursuant to the terms of this Indenture shall be made on each Payment Date other than the Final Payment Date, subject to applicable laws and regulations, by wire transfer to such Series until accounts as each such payment (after as well as Noteholder shall designate by written instruction received by the Indenture Trustee not later than the Record Date related to such Payment Date or otherwise by check mailed on or before any judgment or other order of a competent court) unconditionally pay to or such Payment Date to the order of or for Person entitled thereto at such Person’s address appearing on the account Note Register as of the related Record Date. Any amounts to be paid with respect to a Note in connection with its Final Payment Date shall be paid in immediately available funds from funds in the Payment Account as promptly as possible after presentation to the Indenture Trustee in respect of such specified Note at the Indenture Trustee’s Office, but in no event later than the relevant MTN Supplement) of next Business Day after the Notes day of such Series then outstanding at the rate or rates set out in, or calculated from time to time in accordance with, the terms thereof and on the dates provided for in such terms, provided that: 3.1.1 the Issuer shall only be obliged to pay such Principal Amount and interest, Deferred Interest and Additional Interest, if any, to the extent set out in this Deed and the related MTN Supplement, in respect of such Series; 3.1.2 every payment of a Principal Amount or interest, Deferred Interest and Additional Interest, if any, in respect of Notes of such Series made to or to the order or for the account of the Principal Paying Agent as provided in the Agency Agreement shall, to such extent, satisfy such obligation except to the extent that there presentation. If presentation is failure in the subsequent payment thereof to the relevant Noteholders of such Series under the terms of the relevant Series; and 3.1.3 in the case of any payment in respect of Notes of such a Series made after the due date or subsequent to an Event of Default in respect of 3:30 p.m., New York City time, on any day, such Series, payment presentation shall not be deemed to have been made until on the full 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 payments to the related Note Owners that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the related Note Owners that it represents. None of the 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 Representations. Except as provided in the following sentence, if a Note is issued in exchange for any other Note during the period commencing at the close of business at the office or agency where such exchange occurs on any Record Date and ending before the opening of business at such office or agency on the related Payment Date, no interest, principal or other amounts will be payable on such Payment Date in respect of such new 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 issued in exchange for any other Note during the period commencing at the close of business at the office or agency where such exchange occurs on the Record Date immediately preceding the Final Payment Date for such 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. 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 based on the related 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 any payments that would be made in respect of such final 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 for such Payment Date will be applied by the Indenture Trustee, first to pay the following expenses of the Issuers related to the Collateral Pool (collectively, “Collateral Pool Expenses”) in the following order of priority: (1) 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 terms thereof Property Management Agreement, from amounts received on or in respect of any Mortgage Loan or Mortgaged Property or related Lease: first, to the Indenture Trustee, then, any remaining amounts, pari passu, to the Property Manager or the Back-Up Manager, as applicable, reimbursement for unreimbursed Property Protection Advances (plus interest thereon) made with respect to such Mortgage Loan or Mortgaged Property or related Lease; and second, to the Special Servicer, any earned and unpaid Special Servicing Fee, liquidation fees and workout fees incurred with respect to such Mortgage Loan or Mortgaged Property or related Lease; (2) 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, on a pro rata basis (based on amounts owing pursuant to this clause (2)), (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 extent not already paid pursuant to clause (1) above, to the Special Servicer, any earned and unpaid Special Servicing Fees, (IV) to the Back-Up Manager, the earned and unpaid Back-Up Fee, (V) to the parties entitled thereto, the amount of any accrued and unpaid Issuer Expenses (the amount allocated pursuant to this sub-clause (V) for any Payment Date shall not exceed the Issuer Expense Cap for the related Collection Period, unless an Event of Default resulting in the acceleration of the Notes has occurred and is then continuing, in which case, such Issuer Expense Cap limit will not apply), (VI) first, to the Indenture Trustee, and second, pari passu, to the Property Manager or the Back-Up Manager, as applicable, reimbursement for ▇▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances (provided that, unless such P&I Advance has been received by determined to constitute a Nonrecoverable Advance, such reimbursement will not cause a P&I Shortfall or increase the Principal Paying Agent or the Trustee amount of any P&I Shortfall in respect of such Payment Date) and unreimbursed Property Protection Advances that have been determined to constitute Nonrecoverable Advances (in each case plus accrued and unpaid interest thereon) and (VII) (a) first, to the Indenture Trustee and (b) second, to each other relevant party, any accrued and unpaid Extraordinary Expenses for which amounts have not already been allocated pursuant to sub-clauses (I) through (VI) above (the amount allocated pursuant to this sub-clause (VII) for any Payment Date shall not exceed the Extraordinary Expense Cap for the related Collection Period, unless an Event of Default resulting in the acceleration of the Notes has occurred and is then continuing, in which case (i) such Extraordinary Expense Cap limit will not apply and (ii) indemnities due to any Issuer or any Control Person, member, manager, officer, employee or agent of any such Issuer, other than any such party in connection with its role as (or with respect to) Property Manager or Special Servicer, that would otherwise be paid pursuant to this clause (VII) will be payable only after payments due to the Noteholders pursuant to the allocation of Series and notice Available Amount below); and (3) to that effect any Reserve Account, up to an amount with respect to which the Rating Condition has been duly given to the relevant Noteholder of such Series in accordance with such terms. The Trustee will hold the benefit of this covenant in relation to each Series on trust for itself and the Holders of that Series according to their respective interestssatisfied.

Payments on the Notes. 3.1 COVENANT TO PAY The MTN Issuer shall, on any date when the Notes of any SeriesSeries (including Series 04-2), or any of them, become due to be redeemed in whole or in part in accordance with their Conditions, unconditionally pay or procure to be paid to or to the order of or for the account of the Trustee, the amount then becoming due on that date in respect of the Notes of each Class of such Series and shall (subject to the terms of such Series Series) until such payment (after as well as before any judgment or other order of a competent court) unconditionally pay to or to the order of or for the account of the Trustee in respect of such interest on the Principal Amount outstanding including Further Interest, Deferred Interest and Additional Interest (if any) as specified in the relevant MTN Supplement) Supplement of the Notes of such Series then outstanding at the rate or rates set out in, or calculated from time to time in accordance with, the terms thereof and on the dates provided for in such terms, provided that: 3.1.1 5.1 the MTN Issuer shall only be obliged to pay such Principal Amount outstanding and interestinterest (including Further Interest (if any)), Deferred Interest and Additional Interest, if any, in respect of Series 04-2 to the extent set out in this the Security Trust Deed and the MTN Cash Management Agreement and this related MTN Supplement, in respect of such Series; 3.1.2 5.2 every payment of a Principal Amount outstanding or interestinterest (including Further Interest (if any)), Deferred Interest and Additional Interest, if any, in respect of Notes of such Series made to or to the order or for the account of the Principal Paying Agent as provided in the Agency Agreement shall, to such extent, satisfy such obligation except to the extent that there is failure in the subsequent payment thereof to the relevant Noteholders of such Series under the terms of the relevant Series; and 3.1.3 5.3 in the case of any payment in respect of Notes of such a Series made after the due date or subsequent to an Event of Default in respect of such Series, payment shall not be deemed to have been made until the full amount due in accordance with the terms thereof has been received by the Principal Paying Agent or the Trustee in respect of such Series and notice to that effect has been duly given to the relevant Noteholder of such Series in accordance with such terms. The Trustee will hold the benefit of this covenant in relation to each Series on trust for itself and the Holders of that Series according to their respective interests.

Payments on the Notes. 3.1 COVENANT TO PAY Covenant to Pay The MTN Issuer shall, on any date when the Notes of any SeriesSeries (including Series 03-3), or any of them, become due to be redeemed in whole or in part in accordance with their Conditions, unconditionally pay or procure to be paid to or to the order of or for the account of the Trustee, the amount then becoming due on that date in respect of the Notes of each Class of such Series and shall (subject to the terms of such Series Series) until such payment (after as well as before any judgment or other order of a competent court) unconditionally pay to or to the order of or for the account of the Trustee in respect of such interest on the Principal Amount outstanding including Further Interest, Deferred Interest and Additional Interest (if any) as specified in the relevant MTN Supplement) Supplement of the Notes of such Series then outstanding at the rate or rates set out in, or calculated from time to time in accordance with, the terms thereof and on the dates provided for in such terms, provided that: 3.1.1 5.1 the MTN Issuer shall only be obliged to pay such Principal Amount outstanding and interestinterest (including Further Interest (if any)), Deferred Interest and Additional Interest, if any, in respect of Series 03-3 to the extent set out in this the Security Trust Deed and the MTN Cash Management Agreement and this related MTN Supplement, in respect of such Series; 3.1.2 5.2 every payment of a Principal Amount outstanding or interestinterest (including Further Interest (if any)), Deferred Interest and Additional Interest, if any, in respect of Notes of such Series made to or to the order or for the account of the Principal Paying Agent as provided in the Agency Agreement shall, to such extent, satisfy such obligation except to the extent that there is failure in the subsequent payment thereof to the relevant Noteholders of such Series under the terms of the relevant Series; and 3.1.3 5.3 in the case of any payment in respect of Notes of such a Series made after the due date or subsequent to an Event of Default in respect of such Series, payment shall not be deemed to have been made until the full amount due in accordance with the terms thereof has been received by the Principal Paying Agent or the Trustee in respect of such Series and notice to that effect has been duly given to the relevant Noteholder of such Series in accordance with such terms. The Trustee will hold the benefit of this covenant in relation to each Series on trust for itself and the Holders of that Series according to their respective interests.