Common use of Payments on the Notes Clause in Contracts

Payments on the Notes. (a) (I) On each Payment Date, the Indenture Trustee shall withdraw from the Note Payment Account an amount equal to the Amount Available for such Payment Date and pay the following amounts, in the following order of priority: (i) (A) to the Indenture Trustee, the Indenture Trustee Fee for such Payment Date and any indemnities and reimbursements ( collectively, "amounts") (such amounts subject 41 to a cap of $100,000 per annum) due to the Indenture Trustee and (B) commencing on the 13th Payment Date, to the Owner Trustee, the Owner Trustee Fee for such Payment Date; (ii) the Monthly Backup Servicing Fee for such Payment Date to the Backup Servicer; (iii) concurrently, to each Class of Class A Notes, the related Interest Payment Amount for such Payment Date, pro rata based on the Interest Payment Amount each Class is entitled to receive, with any shortfall in the Amount Available being allocated pro rata on that basis; (iv) to the Holders of the Class M-1 Notes, an amount equal to the Interest Payment Amount due to the Class M-1 Notes on such Payment Date; (v) to the Holders of the Class M-2 Notes, an amount equal to the Interest Payment Amount due to the Class M-2 Notes on such Payment Date; (vi) to the Class A Notes, the Class A Principal Payment Amount for such Payment Date sequentially in the following order of priority: (A) to the Class A-1 Notes, until the Note Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Notes, until the Note Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 Notes, until the Note Principal Balance of the Class A-3 Notes has been reduced to zero; and (D) to the Class A-4 Notes, until the Note Principal Balance of the Class A-4 Notes has been reduced to zero; (vii) to the Class M-1Notes, as follows: (A) the Class M-1 Liquidation Loss Interest Amount for such Payment Date; (B) the Class M-1 Principal Payment Amount for such Payment Date; (viii) to the Class M-2Notes, as follows: (A) the Class M-2 Liquidation Loss Interest Amount for such Payment Date; (B) the Class M-2 Principal Payment Amount for such Payment Date; (ix) to the Class A-4 Notes, the Class M-1 Notes and the Class M-2 Notes, in that order, the related Available Funds Cap Carry-Forward Amount for such Payment Date; (x) to the Indenture Trustee, any amounts incurred in excess of the amount set forth in clause (i) above, without regard to the annual cap on such amounts; (xi) to the Servicer and the Backup Servicer, any reimbursements for expenses incurred in connection with Section 5.03 of the Servicing Agreement; (xii) to the Owner Trustee for expenses incurred in connection with the Trust Agreement; and (xiii) any remaining amounts to the Certificate Paying Agent for payment to Holders of the Trust Certificates. Notwithstanding the prioritization of the payment of the Class A Principal Payment Amount pursuant to clause (vi) above, if the aggregate Note Balance of the Class A Notes exceeds the Pool Principal Balance for that Payment Date, the payment pursuant to clause (vi) above will be made pro rata based on the Note Balances of the Class A Notes.

Payments on the Notes. (a) (I) On each Payment Date, the Indenture Trustee shall withdraw from the Note Payment Account an amount equal to the Amount Available for such Payment Date and pay the following amounts, in the following order of priority: (i) (A) to the Indenture Trustee, the Indenture Trustee Fee for such Payment Date and any indemnities and reimbursements ( collectively, "amounts") (such amounts subject 41 to a cap of $100,000 per annum) due to the Indenture Trustee and (B) commencing on the 13th Payment Date, to the Owner Trustee, the Owner Trustee Fee for such Payment Date; (ii) the Monthly Backup Servicing Fee for such Payment Date to the Backup Servicer; (iii) concurrently, to each Class of Class A Notes, the related Interest Payment Amount for such Payment Date, pro rata based on the Interest Payment Amount each Class is entitled to receive, with any shortfall in the Amount Available being allocated pro rata on that basis; (iv) to the Holders of the Class M-1 Notes, an amount equal to the Interest Payment Amount due to the Class M-1 Notes on such Payment Date; (v) to the Holders of the Class M-2 Notes, an amount equal to the Interest Payment Amount due to the Class M-2 Notes on such Payment Date; (vi) to the Holders of the Class B-1 Notes, an amount equal to the Interest Payment Amount due to the Class B-1 Notes or such Payment Date; (vii) to the Holders of the Class B-2 Notes, an amount equal to the Interest Payment Amount due to the Class B-2 Notes or such Payment Date; (viii) to the Class A Notes, the Class A Principal Payment Amount for such Payment Date sequentially in the following order of priority: (A) to the Class A-1 Notes, until the Note Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Notes, until the Note Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 Notes, until the Note Principal Balance of the Class A-3 Notes has been reduced to zero; and (D) to the Class A-4 Notes, until the Note Principal Balance of the Class A-4 Notes has been reduced to zero; (viiix) to the Class M-1NotesM-1 Notes, as follows: (A) the Class M-1 Liquidation Loss Interest Amount for such Payment Date; (B) the Class M-1 Principal Payment Amount for such Payment Date; (viiix) to the Class M-2NotesM-2 Notes, as follows: (A) the Class M-2 Liquidation Loss Interest Amount for such Payment Date; (B) the Class M-2 Principal Payment Amount for such Payment Date; (ixxi) to the Class B-1 Notes, as follows: (A) the Class B-1 Liquidation Loss Interest Amount for such Payment Date; (B) the Class B-1 Principal Payment Amount for such Payment Date; (xii) to the Class B-2 Notes, as follows: (A) the Class B-2 Liquidation Loss Interest Amount for such Payment Date; (B) the Class B-2 Principal Payment Amount for such Payment Date; (xiii) to the Class A-4 Notes, the Class M-1 Notes, the Class M-2 Notes, the Class B-1 Notes and the Class M-2 B-2 Notes, in that order, the related Available Funds Cap Carry-Forward Amount for such Payment Date; (xxiv) to the Indenture Trustee, any amounts incurred in excess of the amount set forth in clause (i) above, without regard to the annual cap on such amounts; (xixv) to the Custodian, to reimburse it for any expenses incurred in connection with a transfer of its responsibilities owed pursuant to Section 22(a) of the Custodial Agreement; (xvi) to the Servicer and the Backup Servicer, any reimbursements for expenses incurred in connection with Section 5.03 of the Servicing Agreement; (xiixvii) to the Owner Trustee for expenses incurred in connection with the Trust Agreement; and (xiiixviii) any remaining amounts to the Certificate Paying Agent for payment to Holders of the Trust Certificates. Notwithstanding the prioritization of the payment of the Class A Principal Payment Amount pursuant to clause (viviii) above, if the aggregate Note Balance of the Class A Notes exceeds the Pool Principal Balance for that Payment Date, the payment pursuant to clause (viviii) above will be made pro rata based on the Note Balances of the Class A Notes.

Payments on the Notes. (a) (I) On each Payment Date, the Indenture Trustee shall withdraw from the Note Payment Account an amount equal Subject to the Amount Available for such Payment Date availability of funds and pay the following amounts, in the following order of priority: (i) (A) to the Indenture TrusteePriority of Payments, the Indenture Trustee Fee for such Payment Date and any indemnities and reimbursements ( collectively, "amounts") (such amounts subject 41 to a cap of $100,000 per annum) due to the Indenture Trustee and (B) commencing on the 13th Payment Date, to the Owner Trustee, the Owner Trustee Fee for such Payment Date; (ii) the Monthly Backup Servicing Fee for such Payment Date to the Backup Servicer; (iii) concurrently, to each Class of Class A Notes, the related Interest Payment Amount for such Payment Date, pro rata based on the Interest Payment Amount each Class is entitled to receive, with any shortfall in the Amount Available being allocated pro rata on that basis; (iv) to the Holders of the Class M-1 Notes, an amount equal to the Interest Payment Amount due to the Class M-1 Notes on such Payment Date; (v) to the Holders of the Class M-2 Notes, an amount equal to the Interest Payment Amount due to the Class M-2 Notes on such Payment Date; (vi) to the Class A Notes, the Class A Principal B Notes, the Class C Notes and the Class D Notes will provide for (i) the payment of Interest and, in the case of the Class A-2 Notes and the Class A-3 Notes, the Class A-2 Commitment Fee and the Class A-3 Commitment Fee, respectively, on each Payment Amount Date and up to and including the Final Maturity Date for such Class (and, in respect of the Class A-3 Commitment Fee, up to but excluding the Class A-3 Commitment Termination Date), and (ii) the payment of principal on each Payment Date sequentially after the Reinvestment Period and up to and including the Final Maturity Date, in each case for such Class, and no principal will be payable in respect of any Class of Notes during the following order of priority: Reinvestment Period except (A) to in the Class A-1 Notes, until the Note Principal Balance case of the Class A-1 Notes has been reduced Controlling Class, in the event of a Principal Prepayment pursuant to zero; Section 9.01(a), (B) upon an Effective Date Ratings Downgrade pursuant to Section 9.01(b), (C) in the event of a redemption related to a Tax Event pursuant to Section 9.05(a)(ii), (D) during the Call Period, in the event of an optional redemption in whole pursuant to Section 9.05, or an optional redemption in part pursuant to Section 9.01(b), (E) in the event of a Special Amortization, (F) in the event of a principal prepayment on the Class A-2 Notes, until (G) in the case of any Class C Note Principal Balance or Class D Note, to pay the Cumulative Deferred Interest Amount relating to any such Class in accordance with Sections 11.01(a)(i)(H) or (K) or Sections 11.01(a)(ii)(E) and (H) as otherwise expressly allowed in the Priority of Payments. All outstanding principal of each Class of Secured Notes will be payable (unless sooner paid on an earlier Final Maturity Date) on the Stated Maturity Date for such Class of Notes. Distributions shall be made on the Income Notes subject to the availability of funds, as set forth in the Priority of Payments. (b) The Class A-2 Commitment Fee will accrue on the Aggregate Undrawn Amount of the Class A-2 Notes has been for each day from and including the Closing Date until the date that the Aggregate Undrawn Amount of the Class A-2 Commitments is reduced to zero;zero and the Issuer is not permitted under the Class A-2 Note Purchase Agreements to request any further Borrowing. The Class A-2 Commitment Fee will be payable quarterly in arrears on each Payment Date and will rank pari passu with the payment of interest on the Class A Notes and the Class A-3 Commitment Fee. The Class A-2 Commitment Fee will be computed on the basis of a 360-day year and the actual number of days elapsed. (Cc) The Class A-3 Commitment Fee will accrue on the Aggregate Undrawn Amount of the Class A-3 Notes for each day from and including the Closing Date until the date that the Aggregate Undrawn Amount of the Class A-3 Commitments is reduced to zero and the Issuer is not permitted under the Class A-3 Note Purchase Agreements to request any further Borrowing. The Class A-3 Commitment Fee will be payable quarterly in arrears on each Payment Date and will rank pari passu with the payment of interest on the Class A Notes and the Class A-2 Commitment Fee. The Class A-3 Commitment Fee will be computed on the basis of a 360-day year and the actual number of days elapsed. No Notes except the Class A-2 Notes and the Class A-3 Notes shall be entitled to receive a commitment fee. (d) To the extent Interest for any Interest Accrual Period is not paid on the Class C Notes or Class D Notes on any Payment Date on which any Class A Note, or Class B Note (or, in the case of the Class D Notes on which any Class C Note) remains Outstanding because insufficient funds are available for such purpose in accordance with the Priority of Payments, such Interest shall not be deemed due and payable hereunder on such Payment Date and shall be deferred, but the Aggregate Principal Amount of the Class C Notes or Class D Notes, as applicable, will be increased by the amount of interest so deferred (with respect to any such Class, the “Deferred Interest Amount”), which thereafter will constitute principal of such Class of Notes for all purposes, including the accrual of interest and the calculation of the Class C Collateral Coverage Tests, the Class D Collateral Coverage Tests and the Interest Diversion Test to the extent such Deferred Interest Amount is not paid on subsequent Payment Dates in accordance with the Priority of Payments. So long as any Class A Notes or Class B Notes are Outstanding, the failure to pay such unpaid interest, or interest thereon, to the Holders of Class C Notes or Class D Notes because insufficient funds are available therefor in accordance with the Priority of Payments will not be an Event of Default. So long as any Class C Notes are Outstanding, the failure to pay such unpaid interest, or interest thereon, to the Holders of Class D Notes because insufficient funds are available therefor in accordance with the Priority of Payments will not be an Event of Default. After the Class C Notes have been paid in full, interest due and not paid on the Class D Notes will not be added to the principal amount of such Notes, and the failure to pay such interest will constitute an Event of Default. (e) As a condition to the payment of any principal of or interest or commitment fee on any Secured Note without the imposition of U.S. withholding tax, any Paying Agent shall require the previous delivery of properly completed and signed applicable U.S. Federal income tax certifications (generally, an Internal Revenue Service Form W-9 (or applicable successor form) in the case of a person that is a United States person within the meaning of Section 7701(a)(30) of the Code or an Internal Revenue Service Form W-8BEN (or applicable successor form) in the case of a person that is not a United States person within the meaning of Section 7701(a)(30) of the Code) or other certification acceptable to it to enable the Issuer, the Trustee and any Paying Agent to determine their duties and liabilities with respect to any taxes or other charges that they may be required to pay, deduct or withhold in respect of such Secured Note or the Holder of such Secured Note under any present or future law or regulation of the United States or any present or future law or regulation of any political subdivision thereof or taxing authority therein or to comply with any reporting or other requirements under any such law or regulation. (f) All payments made by the Issuer under the Notes will be made without any deduction or withholding for or on the account of any tax unless such deduction or withholding is required by applicable law, as modified by the practice of any relevant governmental authority, then in effect. If the Issuer is so required to deduct or withhold, then the Issuer will not be obligated to pay any additional amounts in respect of such withholding or deduction. (g) Interest, Class A-2 Commitment Fee, Class A-3 Commitment Fee, and principal payable in respect of the Secured Notes of any Class and distributions on Income Notes on any Payment Date shall be paid to the Holders of the Notes of such Class as of the related Record Date. (h) Interest and Defaulted Interest (and in the case of the Class A-2 Notes, the Class A-2 Commitment Fee and in the case of the Class A-3 Notes, until the Note Principal Balance of the Class A-3 Commitment Fee) on the Notes has been reduced to zero; and (D) to shall be calculated on the Class A-4 Notes, until basis of a 360-day year and the Note Principal Balance actual number of days in such Interest Accrual Period. If any Payment Date or the Stated Maturity Date of the Class A-4 Secured Notes has been reduced to zero; (vii) to the Class M-1Notesfalls on a day that is not a Business Day, as follows: (A) the Class M-1 Liquidation Loss Interest Amount for such Payment Date; (B) Date or Stated Maturity Date will be the next succeeding Business Day. Additional Interest, Class M-1 Principal Payment Amount A-2 Commitment Fee and Class A-3 Commitment Fee will accrue on the Secured Notes for such any additional days that payment is delayed as a result. Class A-2 Commitment Fee shall be due and payable on each Payment Date; (viii) to the Class M-2Notes, as follows: (A) the Class M-2 Liquidation Loss Interest Amount for such Payment Date; (B) the Class M-2 Principal Payment Amount for such Payment Date; (ix) to the Class A-4 Notes, the Class M-1 Notes and the Class M-2 Notes, in ; provided that order, the related Available Funds Cap Carry-Forward Amount for such Payment Date; (x) to the Indenture Trustee, any amounts incurred in excess of the amount set forth in clause (i) above, without regard to the annual cap on such amounts; (xi) to the Servicer and the Backup Servicer, any reimbursements for expenses incurred in connection with Section 5.03 of the Servicing Agreement; (xii) to the Owner Trustee for expenses incurred in connection with the Trust Agreement; and (xiii) any remaining amounts to the Certificate Paying Agent for payment to Holders of the Trust Certificates. Notwithstanding the prioritization of the payment of the Class A A-2 Commitment Fee is subordinated to the payment on each Payment Date of other amounts in accordance with the Priority of Payments. To the extent lawful and enforceable, interest shall accrue on Defaulted Interest in respect of any Secured Note at the Note Interest Rate applicable to such Note until such Defaulted Interest is paid in full. (i) All reductions in the principal amount of a Secured Note (or one 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 Secured 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. (j) Principal Payment of, Interest, Class A-2 Commitment Fee Amount, Class A-3 Commitment Fee Amount pursuant to clause (vi) above, if the aggregate Note Balance and all other amounts payable on or in respect of the Notes will constitute limited-recourse obligations of the Issuer payable solely from the Collateral in accordance with the Priority of Payments, and following realization of the Collateral any claims of the Noteholders shall be extinguished and shall not thereafter revive. Neither the Issuer, nor any of its agents, partners, beneficiaries, officers, directors, employees, any Affiliate or any of its respective successors or assigns 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 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 Indenture until the Collateral has been realized, whereupon any outstanding indebtedness or obligation shall be extinguished and shall not thereafter revive. It is further understood that the foregoing provisions of this paragraph shall not limit the right of any Person to name the Issuer as parties 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 any such Person or entity. (k) Subject to the foregoing provisions of this Section 2.07, each Note delivered under this Indenture and upon registration of transfer of or in exchange for or in lieu of any other Secured Note shall carry the rights of unpaid interest (if any), Class A A-2 Commitment Fee, Class A-3 Commitment Fee and principal (if any) that were carried by such other Secured Note. (l) For so long as any of the Secured Notes exceeds are listed on any stock exchange, to the Pool Principal Balance for extent required by the rules of such exchange, the Issuer or, upon Issuer Order, the Trustee, in the name and at the expense of the Issuer, shall notify such stock exchange in the event that the Secured Notes do not receive scheduled payments of principal or interest on any Payment Date, the payment pursuant to clause . (vim) above will Payment of any Defaulted Interest may be made pro rata based on in any other lawful manner in accordance with the Note Balances Priority of Payments if notice of such payment is given by the Class A NotesTrustee to the Issuer and the Noteholders, and such manner of payment shall be deemed practicable by the Trustee.

Payments on the Notes. (a) (I) On each Payment Date, the Indenture Trustee shall withdraw from the Note Payment Account an amount equal to the Amount Available for such Payment Date and pay the following amounts, in the following order of priority: (i) (A) to the Indenture Trustee, the Indenture Trustee Fee Fee, to the Auction Agent, any Auction Agent Fees, and to the Calculation Agent, any Calculation Agent Fees for payment therefrom to the Broker-Dealer, any Broker-Dealer Fees for such Payment Date Date; (ii) to the Swap Provider, any Net Swap Payment or any Swap Termination Payment (not triggered by a Swap Provider Trigger Event) owed to the Swap Provider pursuant to the Interest Rate Swap Agreement; (iii) to the Note Insurer, the amount of the premium for the Policy, and any unpaid premium with interest thereon at the Late Payment Rate; (iv) to the Custodian, the Custodian Fee, and to the Indenture Trustee any indemnities and reimbursements ( collectively, (such indemnities and reimbursements collectively referred to as "amounts") (such amounts subject 41 to a cap of $100,000 per annum) due and unpaid to the Indenture Trustee and (B) commencing on the 13th Payment Date, to the Owner Trustee, the Owner Trustee Fee for such Payment Date; (ii) the Monthly Backup Servicing Fee for such Payment Date to the Backup Servicer; (iiiv) concurrently, to each Class of Class A Notes, the related Interest Payment Amount for such Payment Date, pro rata based on the Interest Payment Amount each Class is entitled to receive, with any shortfall in the Amount Available being allocated pro rata on that basis; (iv) to the Holders of the Class M-1 Notes, an amount equal to the Interest Payment Amount due to the Class M-1 Notes on such Payment Date; (v) to the Holders of the Class M-2 Notes, an amount equal to the Interest Payment Amount due to the Class M-2 Notes on such Payment Date; (vi) to the Class A Notes, the Class A Principal Payment Amount for such Payment Date sequentially in the following order of priority: (A) to the Class A-1 Notes, until the Note Principal Balance of the Class A-1 Notes has been reduced to zero;; and (B) to the Class A-2 Notes, until the Note Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 Notes, until the Note Principal Balance of the Class A-3 Notes has been reduced to zero; and (D) to the Class A-4 Notes, until the Note Principal Balance of the Class A-4 Notes has been reduced to zero; (vii) to the Class M-1NotesNote Insurer, as follows: (A) to reimburse it for draws made on the Class M-1 Liquidation Loss Interest Amount for such Policy, with interest thereon at the Late Payment Date; (B) Rate and any other amounts owed to the Class M-1 Principal Payment Amount for such Payment DateNote Insurer pursuant to the Insurance Agreement; (viii) to the Class M-2Notes, as follows: (A) the A-1 and Class M-2 Liquidation Loss Interest Amount for such Payment Date; (B) the Class M-2 Principal Payment Amount for such Payment Date; (ix) to the Class A-4 Notes, the Class M-1 Notes and the Class M-2 A-2 Notes, in that order, the related Available Funds Cap Carry-Forward Amount for such that Payment Date; (xix) to the Indenture Trustee, any amounts incurred in excess of the amount set forth in clause (iiv) above, without regard to the annual cap on such amounts; (xi) to the Servicer and the Backup Servicer, any reimbursements for expenses incurred in connection with Section 5.03 of the Servicing Agreement; (xiix) to the Owner Trustee for expenses incurred in connection with the Trust Agreement; (xi) to the Auction Agent and Broker-Dealer any indemnification amounts owed to them under the Auction Agent Agreement or the applicable Broker-Dealer Agreement; (xii) to the Swap Provider, any Swap Termination Payment triggered by a Swap Provider Trigger Event; and (xiii) any remaining amounts to the Certificate Paying Agent for payment to Holders of the Trust CertificatesCertificate. Draws, if any, on the Policy for a Payment Date will be paid to the Holders of the Notes only, in respect of interest or principal, as applicable, in accordance with the priorities set forth above. Notwithstanding the prioritization of the payment of the Class A Principal Payment Amount pursuant to clause (vi) above, if the aggregate Note Balance of the Class A Notes exceeds the Pool Principal Balance for that Payment Date (after application of all payments on the Notes on such Payment Date, including any amounts paid by the Note Insurer), the payment pursuant to clause (vi) above will be made pro rata based on the Note Balances of the Class A Notes. (b) Pursuant to Section 3.05 of the Servicing Agreement, funds in the Note Payment Account shall remain uninvested unless the Indenture Trustee is otherwise directed by the Servicer in accordance with Section 3.05 of the Servicing Agreement. (c) 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 payment to the 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 Note Owners that it represents. None of the Indenture Trustee, the Note Registrar, the Paying Agent, the Depositor or the Servicer shall have any responsibility therefor except as otherwise provided by this Indenture or applicable law. (d) On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 8.02 for the purpose of distributing such funds pursuant to the Trust Agreement. (e) Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuing Entity on the applicable Payment Date shall, if such Holder shall have so requested at least five Business Days prior to the related Record Date, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check to such Noteholder mailed to such Holder's address as it appears in the Note Register in the amount required to be paid to such Holder on such Payment Date pursuant to such Holder's Notes; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code. (f) The Note Balance of each Note shall be due and payable in full on the Final Stated Maturity Date for such Note as provided in the forms of Notes set forth in Exhibits A-1 and A-2 to this Indenture. All principal payments on the Notes shall be made to the Noteholders entitled thereto in accordance with the Percentage Interests represented by such Notes. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Final Stated Maturity Date or other final Payment Date (including any final Payment Date resulting from any redemption pursuant to Section 8.07 hereof). Such notice shall to the extent practicable be mailed no later than five Business Days prior to such Final Stated Maturity Date or other final Payment Date and shall specify that payment of the principal amount and any interest due with respect to such Note at the Final Stated Maturity Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment. No interest shall accrue on the Notes on or after the Final Stated Maturity Date or any such other final Payment Date.

Payments on the Notes. (a) (I) On each Payment Date, the Indenture Trustee shall withdraw from the Note Payment Account an amount equal to the Amount Available for such Payment Date and pay the following amounts, in the following order of priority: (i) (A) to the Indenture Trustee, the Indenture Trustee Fee for such Payment Date and any indemnities and reimbursements ( collectively, "amounts") (such amounts subject 41 to a cap of $100,000 per annum) due to the Indenture Trustee and (B) commencing on the 13th Payment Date, to the Owner Trustee, the Owner Trustee Fee for such Payment Date; (ii) the Monthly Backup Servicing Fee for such Payment Date to the Backup Servicer; (iii) concurrently, to each Class of Class A Notes, the related Interest Payment Amount for such Payment Date, pro rata based on the Interest Payment Amount each Class is entitled to receive, with any shortfall in the Amount Available being allocated pro rata on that basis; (iv) to the Holders of the Class M-1 Notes, an amount equal to the Interest Payment Amount due to the Class M-1 Notes on such Payment Date; (v) to the Holders of the Class M-2 Notes, an amount equal to the Interest Payment Amount due to the Class M-2 Notes on such Payment Date; (vi) to the Class A Notes, the Class A Principal Payment Amount for such Payment Date sequentially in the following order of priority: (A) to the Class A-1 Notes, until the Note Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Notes, until the Note Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 Notes, until the Note Principal Balance of the Class A-3 Notes has been reduced to zero; and (D) to the Class A-4 Notes, until the Note Principal Balance of the Class A-4 Notes has been reduced to zero; (vii) to the Class M-1NotesM-1 Notes, as follows: (A) the Class M-1 Liquidation Loss Interest Amount for such Payment Date; (B) the Class M-1 Principal Payment Amount for such Payment Date; (viii) to the Class M-2NotesM-2 Notes, as follows: (A) the Class M-2 Liquidation Loss Interest Amount for such Payment Date; (B) the Class M-2 Principal Payment Amount for such Payment Date; (ix) to the Class A-4 Notes, the Class M-1 Notes and the Class M-2 Notes, in that order, the related Available Funds Cap Carry-Forward Amount for such Payment Date; (x) to the Indenture Trustee, any amounts incurred in excess of the amount set forth in clause (i) above, without regard to the annual cap on such amounts; (xi) to the Servicer and the Backup Servicer, any reimbursements for expenses incurred in connection with Section 5.03 of the Servicing Agreement; (xii) to the Owner Trustee for expenses incurred in connection with the Trust Agreement; and (xiii) any remaining amounts to the Certificate Paying Agent for payment to Holders of the Trust Certificates. Notwithstanding the prioritization of the payment of the Class A Principal Payment Amount pursuant to clause (vi) above, if the aggregate Note Balance of the Class A Notes exceeds the Pool Principal Balance for that Payment Date, the payment pursuant to clause (vi) above will be made pro rata based on the Note Balances of the Class A Notes.

Payments on the Notes. (a) (I) On each Payment Date, the Indenture Trustee shall withdraw from the Note Payment Account an amount equal to the Amount Available for such Payment Date and pay the following amounts, in the following order of priority: (i) (A) to the Indenture Trustee, the Indenture Trustee Fee for such Payment Date and any indemnities and reimbursements ( collectively, (such indemnities and reimbursements collectively referred to as "amounts") (such amounts subject 41 to a cap of $100,000 per annum) due to the Indenture Trustee and (B) commencing on the 13th Payment Date, to the Owner Trustee, the Owner Trustee Fee for such Payment Date; (ii) the Monthly Backup Servicing Fee for such Payment Date to the Backup Servicer; (iii) concurrently, to each Class of Class A Notes, the related Interest Payment Amount for such Payment Date, pro rata based on the Interest Payment Amount each Class is entitled to receive, with any shortfall in the Amount Available being allocated pro rata on that basis; (iv) to the Holders of the Class M-1 Notes, an amount equal to the Interest Payment Amount due to the Class M-1 Notes on such Payment Date; (v) to the Holders of the Class M-2 Notes, an amount equal to the Interest Payment Amount due to the Class M-2 Notes on such Payment Date; (vi) to the Holders of the Class B-1 Notes, an amount equal to the Interest Payment Amount due to the Class B-1 Notes on such Payment Date; (vii) to the Holders of the Class B-2 Notes, an amount equal to the Interest Payment Amount due to the Class B-2 Notes on such Payment Date; (viii) to the Class A Notes, the Class A Principal Payment Amount for such Payment Date sequentially in the following order of priority: (A) to the Class A-1 Notes, until the Note Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Notes, until the Note Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 Notes, until the Note Principal Balance of the Class A-3 Notes has been reduced to zero; and (D) to the Class A-4 Notes, until the Note Principal Balance of the Class A-4 Notes has been reduced to zero; (viiix) to the Class M-1NotesM-1 Notes, as follows: (A) the Class M-1 Liquidation Loss Interest Amount for such Payment Date; (B) the Class M-1 Principal Payment Amount for such Payment Date; (viiix) to the Class M-2NotesM-2 Notes, as follows: (A) the Class M-2 Liquidation Loss Interest Amount for such Payment Date; (B) the Class M-2 Principal Payment Amount for such Payment Date; (ixxi) to the Class B-1 Notes, as follows: (A) the Class B-1 Liquidation Loss Interest Amount for such Payment Date; (B) the Class B-1 Principal Payment Amount for such Payment Date; (xii) to the Class B-2 Notes, as follows: (A) the Class B-2 Liquidation Loss Interest Amount for such Payment Date; (B) the Class B-2 Principal Payment Amount for such Payment Date; (xiii) to the Class A-3 Notes, the Class A-4 Notes, the Class M-1 Notes, the Class M-2 Notes, the Class B-1 Notes and the Class M-2 B-2 Notes, in that order, the related Available Funds Cap Carry-Forward Amount for such Payment Date; (xxiv) to the Indenture Trustee, any amounts incurred in excess of the amount set forth in clause (i) above, without regard to the annual cap on such amounts; (xixv) to the Custodian, to reimburse it for any expenses incurred in connection with a transfer of its responsibilities owed pursuant to Section 22(a) of the Custodial Agreement; (xvi) to the Servicer and the Backup Servicer, any reimbursements for expenses incurred in connection with Section 5.03 of the Servicing Agreement; (xiixvii) to the Owner Trustee for expenses incurred in connection with the Trust Agreement; and (xiiixviii) any remaining amounts to the Certificate Paying Agent for payment to Holders of the Trust Certificates. Notwithstanding the prioritization of the payment of the Class A Principal Payment Amount pursuant to clause (viviii) above, if the aggregate Note Balance of the Class A Notes exceeds the Pool Principal Balance for that Payment Date, the payment pursuant to clause (viviii) above will be made pro rata based on the Note Balances of the Class A Notes.

Payments on the Notes. (a) (I) On each Payment Date, the Indenture Trustee shall withdraw from the Note Payment Account an amount equal to the Amount Available for such Payment Date and pay the following amounts, in the following order of priority: (i) (A) to the Indenture Trustee, the Indenture Trustee Fee Fee, to the Auction Agent, any Auction Agent Fees, to the Calculation Agent, any Calculation Agent Fees and to the Broker-Dealer, any Broker-Dealer fees for such Payment Date Date; (ii) to the Swap Provider, any Net Swap Payment or any Swap Termination Payment (not triggered by a Swap Provider Trigger Event) owed to the Swap Provider pursuant to the Interest Rate Swap Agreement; (iii) to the Note Insurer, the amount of the premium for the Policy, and any unpaid premium with interest thereon at the Late Payment Rate; (iv) to the Custodian, the Custodian Fee, and to the Indenture Trustee any indemnities and reimbursements ( collectively, (such indemnities and reimbursements collectively referred to as "amounts") (such amounts subject 41 to a cap of $100,000 per annum) due and unpaid to the Indenture Trustee and (B) commencing on the 13th Payment Date, to the Owner Trustee, the Owner Trustee Fee for such Payment Date; (ii) the Monthly Backup Servicing Fee for such Payment Date to the Backup Servicer; (iiiv) concurrently, to each Class of Class A Notes, the related Interest Payment Amount for such Payment Date, pro rata based on the Interest Payment Amount each Class is entitled to receive, with any shortfall in the Amount Available being allocated pro rata on that basis; (iv) to the Holders of the Class M-1 Notes, an amount equal to the Interest Payment Amount due to the Class M-1 Notes on such Payment Date; (v) to the Holders of the Class M-2 Notes, an amount equal to the Interest Payment Amount due to the Class M-2 Notes on such Payment Date; (vi) to the Class A Notes, the Class A Principal Payment Amount for such Payment Date sequentially in the following order of priority: (A) to the Class A-1 Notes, until the Note Principal Balance of the Class A-1 Notes has been reduced to zero;; and (B) to the Class A-2 Notes, until the Note Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 Notes, until the Note Principal Balance of the Class A-3 Notes has been reduced to zero; and (D) to the Class A-4 Notes, until the Note Principal Balance of the Class A-4 Notes has been reduced to zero; (vii) to the Class M-1NotesNote Insurer, as follows: (A) to reimburse it for draws made on the Class M-1 Liquidation Loss Interest Amount for such Policy, with interest thereon at the Late Payment Date; (B) Rate and any other amounts owed to the Class M-1 Principal Payment Amount for such Payment DateNote Insurer pursuant to the Insurance Agreement; (viii) to the Class M-2Notes, as follows: (A) the A-1 and Class M-2 Liquidation Loss Interest Amount for such Payment Date; (B) the Class M-2 Principal Payment Amount for such Payment Date; (ix) to the Class A-4 Notes, the Class M-1 Notes and the Class M-2 A-2 Notes, in that order, the related Available Funds Cap Carry-Forward Amount for such that Payment Date; (xix) to the Indenture Trustee, any amounts incurred in excess of the amount set forth in clause (iiv) above, without regard to the annual cap on such amounts; (xi) to the Servicer and the Backup Servicer, any reimbursements for expenses incurred in connection with Section 5.03 of the Servicing Agreement; (xiix) to the Owner Trustee for expenses incurred in connection with the Trust Agreement; (xi) to the Auction Agent and Broker-Dealer any indemnification amounts owed to them under the Auction Agent Agreement or the applicable Broker-Dealer Agreement; (xii) to the Swap Provider, any Swap Termination Payment triggered by a Swap Provider Trigger Event; and (xiii) any remaining amounts to the Certificate Paying Agent for payment to Holders of the Trust CertificatesCertificate. Draws, if any, on the Policy for a Payment Date will be paid to the Holders of the Notes only, in respect of interest or principal, as applicable, in accordance with the priorities set forth above. Notwithstanding the prioritization of the payment of the Class A Principal Payment Amount pursuant to clause (vi) above, if the aggregate Note Balance of the Class A Notes exceeds the Pool Principal Balance for that Payment Date (after application of all payments on the Notes on such Payment Date, including any amounts paid by the Note Insurer), the payment pursuant to clause (vi) above will be made pro rata based on the Note Balances of the Class A Notes. (b) Pursuant to Section 3.05 of the Servicing Agreement, funds in the Note Payment Account shall remain uninvested unless the Indenture Trustee is otherwise directed by the Servicer in accordance with Section 3.05 of the Servicing Agreement. (c) 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 payment to the 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 Note Owners that it represents. None of the Indenture Trustee, the Note Registrar, the Paying Agent, the Depositor or the Servicer shall have any responsibility therefor except as otherwise provided by this Indenture or applicable law. (d) On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 8.02 for the purpose of distributing such funds pursuant to the Trust Agreement. (e) Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuing Entity on the applicable Payment Date shall, if such Holder shall have so requested at least five Business Days prior to the related Record Date, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check to such Noteholder mailed to such Holder's address as it appears in the Note Register in the amount required to be paid to such Holder on such Payment Date pursuant to such Holder's Notes; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code. (f) The Note Balance of each Note shall be due and payable in full on the Final Stated Maturity Date for such Note as provided in the forms of Notes set forth in Exhibits A-1 and A-2 to this Indenture. All principal payments on the Notes shall be made to the Noteholders entitled thereto in accordance with the Percentage Interests represented by such Notes. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Final Stated Maturity Date or other final Payment Date (including any final Payment Date resulting from any redemption pursuant to Section 8.07 hereof). Such notice shall to the extent practicable be mailed no later than five Business Days prior to such Final Stated Maturity Date or other final Payment Date and shall specify that payment of the principal amount and any interest due with respect to such Note at the Final Stated Maturity Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment. No interest shall accrue on the Notes on or after the Final Stated Maturity Date or any such other final Payment Date.

Payments on the Notes. (a) (I) On each Payment Date, the Indenture Trustee shall withdraw from the Note Payment Account an amount equal to the Amount Available for such Payment Date and pay the following amounts, in the following order of priority: (i) (A) to the Indenture Trustee, the Indenture Trustee Fee for such Payment Date and any indemnities and reimbursements ( collectively, (such indemnities and reimbursements collectively referred to as "amounts") (such amounts subject 41 to a cap of $100,000 per annum) due to the Indenture Trustee and (B) commencing on the 13th Payment Date, to the Owner Trustee, the Owner Trustee Fee for such Payment Date; (ii) the Monthly Backup Servicing Fee for such Payment Date to the Backup Servicer; (iii) concurrently, to each Class of Class A Notes, the related Interest Payment Amount for such Payment Date, pro rata based on the Interest Payment Amount each Class is entitled to receive, with any shortfall in the Amount Available being allocated pro rata on that basis; (iv) to the Holders of the Class M-1 Notes, an amount equal to the Interest Payment Amount due to the Class M-1 Notes on such Payment Date; (v) to the Holders of the Class M-2 Notes, an amount equal to the Interest Payment Amount due to the Class M-2 Notes on such Payment Date; (vi) to the Holders of the Class B Notes, an amount equal to the Interest Payment Amount due to the Class B Notes on such Payment Date; (vii) to the Class A Notes, the Class A Principal Payment Amount for such Payment Date sequentially in the following order of priority: (A) to the Class A-1 Notes, until the Note Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Notes, until the Note Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 Notes, until the Note Principal Balance of the Class A-3 Notes has been reduced to zero; and (D) to the Class A-4 Notes, until the Note Principal Balance of the Class A-4 Notes has been reduced to zero; (viiviii) to the Class M-1NotesM-1 Notes, as follows: (A) the Class M-1 Liquidation Loss Interest Amount for such Payment Date; (B) the Class M-1 Principal Payment Amount for such Payment Date; (viiiix) to the Class M-2NotesM-2 Notes, as follows: (A) the Class M-2 Liquidation Loss Interest Amount for such Payment Date; (B) the Class M-2 Principal Payment Amount for such Payment Date; (ixx) to the Class B Notes, as follows: (A) the Class B Liquidation Loss Interest Amount for such Payment Date; (B) the Class B Principal Payment Amount for such Payment Date; (xi) to the Class A-4 Notes, the Class M-1 Notes, the Class M-2 Notes and the Class M-2 B Notes, in that order, the related Available Funds Cap Carry-Forward Amount for such Payment Date; (xxii) to the Indenture Trustee, any amounts incurred in excess of the amount set forth in clause (i) above, without regard to the annual cap on such amounts; (xixiii) to the Custodian, to reimburse it for any expenses incurred in connection with a transfer of its responsibilities owed pursuant to Section 22(a) of the Custodial Agreement; (xiv) to the Servicer and the Backup Servicer, any reimbursements for expenses incurred in connection with Section 5.03 of the Servicing Agreement; (xiixv) to the Owner Trustee for expenses incurred in connection with the Trust Agreement; and (xiiixvi) any remaining amounts to the Certificate Paying Agent for payment to Holders of the Trust Certificates. Notwithstanding the prioritization of the payment of the Class A Principal Payment Amount pursuant to clause (viviii) above, if the aggregate Note Balance of the Class A Notes exceeds the Pool Principal Balance for that Payment Date, the payment pursuant to clause (viviii) above will be made pro rata based on the Note Balances of the Class A Notes.