Common use of Payments on the Notes Clause in Contracts

Payments on the Notes. (a) Subject to the availability of Available Funds and to the Priority of Payments, the Notes will provide for (i) the payment of Accrued Interest on each Payment Date until the earlier of the date on which all Notes are paid in full and the Rated Final Maturity Date and (ii) (A) absent the occurrence and continuation of a Rapid Amortization Event or the sale of the Collateral and distribution under Section 11.7, the payment of the Principal Distribution Amount on each Payment Date until the earlier of the date on which all Notes are paid in full and the Rated Final Maturity Date, (B) if a Rapid Amortization Event has occurred and is continuing, the payment in accordance with Section 3.19(b) of all Available Funds remaining after the application of clause “EIGHTH” in subsection 3.1(a) in respect of principal until the earlier of the date on which all Notes are paid in full and the Rated Final Maturity Date or (C) if the Collateral has been sold under Article XI, distribution as provided in Section 11.7. All outstanding principal of the Notes will be due and payable (unless paid on an earlier date) on the Rated Final Maturity Date. On the Rated Final Maturity Date Noteholders will be entitled to the Reserve Account Draw Amount for such date, if any and all remaining Available Funds necessary to reduce the Aggregate Principal Amount of the Notes to zero. (b) Interest and principal payable in respect of the Notes of any Class on any Payment Date shall be paid to the Holders of the Notes of such Class as of the related Record Date; provided, however, that the Insurer will be subrogated to the rights of each Noteholder to receive payments of principal and interest, as applicable, with respect to distributions on the Notes to the extent of any payment by the Insurer under the Insurance Policy and the Insurer will be reimbursed therefor, together with interest thereon as provided in the Insurance Agreement in accordance with Sections 3.1 and 11.7. (c) All reductions in the principal amount of a 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 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; provided, however, that any installment of principal that (i) is subsequently rescinded or recaptured or (ii) is paid by the Insurer as a result of a draw under the Insurance Policy shall not be considered paid by the Issuer. (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 from and to the extent of available proceeds of, the Collateral and any amounts paid by the Insurer pursuant to claims made under the Insurance Policy. The Holders of the Notes shall have recourse to the Issuer only to the extent of the Collateral, and following realization of the Collateral and all amounts available to the Trustee under the Insurance Policy, 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 performance due, under the Notes or this Indenture. It is understood that the foregoing provisions of this paragraph shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is secured by the Collateral, or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by this Indenture until such Collateral has been realized whereupon any outstanding indebtedness or obligation shall be extinguished. It is further understood that the foregoing provisions of this paragraph shall not limit the right of any Person to name the Issuer as party defendant in any action, suit or in the exercise of any other remedy under the Notes or in this Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer. (e) For so long as any of the Notes are admitted on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF market, or listed on any other stock exchange, to the extent required by the rules of such 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 Notes do not receive scheduled payments of principal or interest on any Payment Date and the Servicer at the expense of the Issuer will arrange for publication of such information in a daily newspaper in Luxembourg or as otherwise required by such stock exchange.

Payments on the Notes. (a) Subject to the availability of Available Funds funds and to the Priority of Payments, the Notes will provide for (i) the payment of Accrued Interest on each Payment Date until the earlier of the date on which all Notes are paid in full and the Rated Final Maturity Date and (ii) (A) absent the occurrence and continuation of a Rapid Amortization Event or the sale of the Collateral and distribution under Section 11.7Event, the payment of the Principal Distribution Amount on each Payment Date until the earlier of the date on which all Notes are paid in full and the Rated Final Maturity Date, Date or (B) if a Rapid Amortization Event has occurred and is continuing, the payment in accordance with Section 3.19(b) of all Available Funds remaining after the application of clause “EIGHTH” in subsection 3.1(a) in respect of principal until the earlier of the date on which all Notes are paid in full and the Rated Final Maturity Date or (C) if the Collateral has been sold under Article XI, distribution as provided in Section 11.7Date. All outstanding principal of the Notes will be due and payable (unless paid on an earlier date) on the Rated Final Maturity Date. On the Rated Final Maturity Date Noteholders will be entitled to the Reserve Account Draw Amount for such date, if any and all remaining Available Funds necessary to reduce the Aggregate Principal Amount of the Notes to zero. (b) Interest and principal payable in respect of the Notes of any Class on any Payment Date shall be paid to the Holders of the Notes of such Class as of the related Record Date; provided, however, that the Insurer will be subrogated to the rights of each Noteholder to receive payments of principal and interest, as applicable, with respect to distributions on the Notes to the extent of any payment by the Insurer under the Insurance Policy and the Insurer will be reimbursed therefor, together with interest thereon as provided in the Insurance Agreement in accordance with Sections 3.1 and 11.7. (c) All reductions in the principal amount of a 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 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; provided, however, that any installment of principal that (i) is subsequently rescinded or recaptured or (ii) is paid by the Insurer as a result of a draw under the Insurance Policy shall not be considered paid by the Issuer. (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 from and to the extent of available proceeds of, the Collateral and any amounts paid by the Insurer pursuant to claims made under the Insurance Policy. The Holders of the Notes shall have recourse to the Issuer only to the extent of the Collateral, and following realization of the Collateral and all amounts available to the Trustee under the Insurance Policy, 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 performance due, under the Notes or this Indenture. It is understood that the foregoing provisions of this paragraph shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is secured by the Collateral, or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by this Indenture until such Collateral has been realized whereupon any outstanding indebtedness or obligation shall be extinguished. It is further understood that the foregoing provisions of this paragraph shall not limit the right of any Person to name the Issuer as party defendant in any action, suit or in the exercise of any other remedy under the Notes or in this Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer. (e) For so long as any of the Notes are admitted listed on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF market, or listed on any other stock exchange, to the extent required by the rules of such 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 Notes do not receive scheduled payments of principal or interest on any Payment Date and the Servicer at the expense of the Issuer will arrange for publication of such information in a daily newspaper in Luxembourg or as otherwise required by such stock exchange.

Payments on the Notes. (a) Subject to the availability of Available Funds funds and to the Priority of Payments, the Notes will provide for (i) the payment of Accrued Interest on each Payment Date until the earlier of the date on which all Notes are paid in full and the Rated Final Maturity Date and (ii) (A) absent the occurrence and continuation of a Rapid Amortization Sequential Order Event or the sale of the Collateral and distribution under Section 11.7, the payment of the Principal Distribution Amount on each Payment Date until the earlier of the date on which all Notes are paid in full and the Rated Final Maturity Date, (B) if a Rapid Amortization Sequential Order Event has occurred and is continuing, the payment in accordance with Section 3.19(b) of all Available Funds remaining after the application of clause “EIGHTHNINTH” in subsection 3.1(a) in respect of principal until the earlier of the date on which all Notes are paid in full and the Rated Final Maturity Date or (C) if the Collateral has been sold under Article XI, distribution as provided in Section 11.7. All outstanding principal of the Notes will be due and payable (unless paid on an earlier date) on the Rated Final Maturity Date. On the Rated Final Maturity Date Noteholders will be entitled to the Reserve Account Draw Amount for such date, if any and all remaining Available Funds necessary to reduce the Aggregate Principal Amount of the Class A Notes to zero. (b) Interest and principal payable in respect of the Notes of any Class on any Payment Date shall be paid to the Holders of the Notes of such Class as of the related Record Date; provided, however, that the Insurer will be subrogated to the rights of each Class A Noteholder to receive payments of principal and interest, as applicable, with respect to distributions on the Class A Notes to the extent of any payment by the Insurer under the Insurance Policy and the Insurer will be reimbursed therefor, together with interest thereon as provided in the Insurance Agreement in accordance with Sections 3.1 and 11.7. (c) All reductions in the principal amount of a 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 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; provided, however, that any installment of principal that (i) is subsequently rescinded or recaptured or (ii) is paid by the Insurer as a result of a draw under the Insurance Policy shall not be considered paid by the Issuer. (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 from and to the extent of available proceeds of, the Collateral and with respect to Class A Notes only, any amounts paid by the Insurer pursuant to claims made under the Insurance Policy. The Holders of the Notes shall have recourse to the Issuer only to the extent of the Collateral, and following realization of the Collateral and with respect to the Class A Notes only, all amounts available to the Trustee under the Insurance Policy, 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 performance due, under the Notes or this Indenture. It is understood that the foregoing provisions of this paragraph shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is secured by the Collateral, or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by this Indenture until such Collateral has been realized whereupon any outstanding indebtedness or obligation shall be extinguished. It is further understood that the foregoing provisions of this paragraph shall not limit the right of any Person to name the Issuer as party defendant in any action, suit or in the exercise of any other remedy under the Notes or in this Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer. (e) For so long as any of the Class A Notes are admitted on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF market, or listed on any other stock exchange, to the extent required by the rules of such 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 Class A Notes do not receive scheduled payments of principal or interest on any Payment Date and the Servicer at the expense of the Issuer will arrange for publication of such information in a daily newspaper in Luxembourg or as otherwise required by such stock exchange.

Payments on the Notes. (a) Subject to The Company shall pay the availability of Available Funds and to the Priority of Payments, the Notes will provide for (i) the payment of Accrued Interest on each Payment Date until the earlier of the date on which all Notes are paid in full and the Rated Final Maturity Date and (ii) (A) absent the occurrence and continuation of a Rapid Amortization Event or the sale of the Collateral and distribution under Section 11.7, the payment of the Principal Distribution Amount on each Payment Date until the earlier of the date on which all Notes are paid in full and the Rated Final Maturity Date, (B) if a Rapid Amortization Event has occurred and is continuing, the payment in accordance with Section 3.19(b) of all Available Funds remaining after the application of clause “EIGHTH” in subsection 3.1(a) in respect of principal until the earlier of the date on which all Notes are paid in full and the Rated Final Maturity Date or (C) if the Collateral has been sold under Article XI, distribution as provided in Section 11.7. All outstanding principal amount of the Notes will be due and payable (unless paid all accrued but unpaid interest on an earlier date) on the Rated Final Maturity Date. On the Rated Final Maturity Date Noteholders will be entitled such amount to the Reserve Account Draw Amount for such dateNoteholder on November 1, if any and all remaining Available Funds necessary to reduce 2004 (the Aggregate Principal Amount of the Notes to zero"MATURITY DATE"). (b) Interest and principal payable in respect of the Notes of any Class on any Payment Date shall be paid to the Holders of the Notes of such Class as of the related Record Date; provided, however, that the Insurer will be subrogated to the rights of each Noteholder to receive payments of principal and interest, as applicable, with respect to distributions on the Notes will accrue at the rate of 8% per annum and will be payable on each June 30 and December 31, commencing June 30, 1997, to the extent Noteholders of any payment by record of Notes at the Insurer under close of business on the Insurance Policy June 15 and December 15 preceding such Interest Payment Dates. Interest on the Insurer Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Closing Date. Interest will be reimbursed therefor, together with interest thereon as provided in computed on the Insurance Agreement in accordance with Sections 3.1 and 11.7basis of a 360-day year comprised of twelve 30-day months. (c) All reductions Interest payable on any Interest Payment Date (except on the Maturity Date) may be paid by the Company to the Noteholders either (i) entirely in cash in the amount of 8.00% per annum of the unpaid principal amount of a Note (or one or more predecessor Notes) effected by payments of installments of principal made the Notes on any such Interest Payment Date shall be binding upon all future Holders OR, at the option of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereofCompany, whether or not such payment is noted on such Note; provided, however, that any installment of principal that (i) is subsequently rescinded or recaptured or (ii) is paid by in a combination of (A) cash in an amount at least equal to the Insurer as 3.2% per annum of the unpaid principal amount of the Notes (inclusive of Subsequent Notes) on such Interest Payment Date AND (B) newly-issued Notes (each, a result "SUBSEQUENT NOTE") issued to the Noteholders in an aggregate principal amount equal to the remaining amount of a draw under accrued interest on the Insurance Policy Notes for such period (inclusive of Subsequent Notes) on such Interest Payment Date. Interest payable on the Maturity Date shall not only be considered paid by the Issuerpayable in cash. (d) Notwithstanding any other provision of this Indenture, Interest on principal of, premium, if any, and interest on the Notes that is not paid when due shall accrue from and all other amounts including the date the same became due to but excluding the date the same is paid in full at the rate per annum which is 2% above the otherwise applicable interest rate on the Notes ("DEFAULT INTEREST"). Default Interest shall be payable on or demand to the Noteholders either (i) entirely in respect cash OR at the option of the Company (ii) in a combination of (A) cash in an amount at least equal to 40% of Default Interest and (B) Subsequent Notes will constitute limited recourse obligations issued to the Noteholders in an aggregate principal amount equal to the remaining amount of the Issuer secured by, and payable from and to the extent Default Interest (inclusive of available proceeds of, the Collateral and any amounts paid by the Insurer pursuant to claims made under the Insurance PolicySubsequent Notes). The Holders of the Notes shall have recourse to the Issuer only to the extent of the Collateral, and following realization of the Collateral and all amounts available to the Trustee under the Insurance Policy, any claims of the Holders of 505298\0057\02050\969WL85X.NPA (e) All payments on the Notes shall be extinguished made by wire transfer of immediately available funds by 11:00 am on the date when due to the account of the Noteholder at a bank in the United States specified in writing by the Noteholder to the Company or in the case of a Purchaser to the account specified beneath such Purchaser's name on the signature pages hereof (or to such other account as such Purchaser may specify in writing to the Company) and shall not revive thereafterbe in lawful funds of the United States of America; PROVIDED that the Noteholders must surrender Notes to the Company to collect principal payments. (f) All payments made by the Company hereunder or under any Note will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature or hereafter imposed by any taxing jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments, and all interest, penalties or similar liabilities assessed with respect thereto. Neither If any taxes are so levied or imposed, the IssuerCompany agrees to pay the full amount of such taxes, nor any and such additional amounts as may be necessary so that every payment of its respective agents, members, partners, beneficiaries, officers, directors, employees all amounts due under this Agreement or any Affiliate Note after withholding or deduction for or on account of any taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of them taxes pursuant to the preceding sentence, the Company agrees to reimburse each Noteholder, upon the written request of such Noteholder, for taxes imposed on or measured by the net income or net profits of such Noteholder pursuant to the laws of the jurisdiction in which such Noteholder is located or under the laws of any political subdivision or taxing authority of their respective successors any such jurisdiction in which such Noteholder is organized or assigns in which the principal office or any other Person or entity shall be personally liable applicable lending office of such Noteholder is located and for any amounts payablewithholding of taxes as such Noteholder shall determine are payable by, or performance duewithheld from, such Noteholder, in respect of such amounts so paid to or on behalf of such Noteholder pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Noteholder pursuant to this sentence. (g) Each Noteholder that is not a United States person for U.S. federal income tax purposes agrees to deliver to the Company on or prior to the Closing Date, or in the case of a Noteholder that is an assignee or transferee of an interest under this Agreement, on the Notes or this Indenture. It is understood that the foregoing provisions date of this paragraph shall not such Assignment, (i) prevent recourse two accurate and complete original signed copies of Internal Revenue Service Form 4224 or 1001 (or successor forms) certifying to the Collateral for the sums due or such Noteholder's entitlement to become due a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any security, instrument note. All Noteholders a party to this Agreement or agreement which is secured by any Assignment shall provide additional original signed copies of Form 4224 or 1001 when a lapse in time or a change in circumstances renders the Collateralpreviously filed forms inaccurate or obsolete, or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by this Indenture until such Collateral has been realized whereupon any outstanding indebtedness or obligation shall be extinguished. It is further understood that the foregoing provisions of this paragraph shall not limit the right of any Person to name the Issuer as party defendant in any action, suit or in the exercise of any other remedy under the Notes or in this Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer. (e) For so long as any of the Notes are admitted on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF market, or listed on any other stock exchange, to the extent required by the rules of such exchange, the Issuer or, upon Issuer Order, the Trustee, in the name and at the expense of the Issuer, said Noteholders shall notify such stock exchange in the event that the Notes do not receive scheduled payments of principal or interest on any Payment Date Company and the Servicer at the expense Agent of the Issuer will arrange for publication of its inability to deliver such information in a daily newspaper in Luxembourg forms or as otherwise required by such stock exchangecertificates.

Payments on the Notes. (a) Subject to the availability of Available Funds and to the Priority of Payments, the Notes will provide for (i) the payment of Accrued Interest and any Interest Carry-Forward Amount on each Payment Date until the earlier of the date on which all Notes are paid in full and the Rated Final Maturity Date and (ii) (A) absent the occurrence and continuation of a Rapid Amortization Sequential Order Event or the sale of the Collateral and distribution under Section 11.7, the payment of the Principal Distribution Amount on each Payment Date until the earlier of the date on which all Notes are paid in full and the Rated Final Maturity Date, (B) if a Rapid Amortization Sequential Order Event has occurred and is continuing, the payment in accordance with Section 3.19(b3.1(b) of all Available Funds remaining after the application of clause “EIGHTH” in subsection 3.1(a) in respect of principal until the earlier of the date on which all Notes are paid in full and the Rated Final Maturity Date or (C) if the Collateral has been sold under Article XI, distribution as provided in Section 11.7. All outstanding principal of the Notes will be due and payable (unless paid on an earlier date) on the Rated Final Maturity Date. On the Rated Final Maturity Date Noteholders will be entitled to the Reserve Account Draw Amount for such date, if any and all remaining Available Funds necessary to reduce the Aggregate Principal Amount of the Notes to zero. (b) Interest and principal payable in respect of the Notes of any Class on any Payment Date shall be paid to the Holders of the Notes of such Class as of the related Record Date; provided, however, that the Insurer will be subrogated to the rights of each Noteholder to receive payments of principal and interest, as applicable, with respect to distributions on the Notes to the extent of any payment by the Insurer under the Insurance Policy and the Insurer will be reimbursed therefor, together with interest thereon as provided in the Insurance Agreement in accordance with Sections 3.1 and 11.7. (c) All reductions in the principal amount of a 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 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; provided, however, that any installment of principal that (i) is subsequently rescinded or recaptured or (ii) is paid by the Insurer as a result of a draw under the Insurance Policy shall not be considered paid by the Issuer. (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 from and to the extent of available proceeds of, the Collateral and any amounts paid by the Insurer pursuant to claims made under the Insurance PolicyCollateral. The Holders of the Notes shall have recourse to the Issuer only to the extent of the Collateral, and following realization of the Collateral and all amounts available to the Trustee under the Insurance PolicyCollateral, 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 performance due, under the Notes or this Indenture. It is understood that the foregoing provisions of this paragraph shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is secured by the Collateral, or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by this Indenture until such Collateral has been realized whereupon any outstanding indebtedness or obligation shall be extinguished. It is further understood that the foregoing provisions of this paragraph shall not limit the right of any Person to name the Issuer as party defendant in any action, suit or in the exercise of any other remedy under the Notes or in this Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer. (e) For so long as any of the Notes are admitted on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF market, or listed on any other stock exchange, to the extent required by the rules of such 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 Notes do not receive scheduled payments of principal or interest on any Payment Date and the Servicer at the expense of the Issuer will arrange for publication of such information in a daily newspaper in Luxembourg or as otherwise required by such stock exchange.

Payments on the Notes. (a) Subject to the availability of Available Funds funds and to the Priority of Payments, the Notes will provide for (i) the payment of Accrued Interest on each Payment Date until the earlier of the date on which all Notes are paid in full and the Rated Final Maturity Date and (ii) (A) absent the occurrence and continuation of a Rapid Amortization Event or the sale of the Collateral and distribution under Section 11.7Event, the payment of the Principal Distribution Amount on each Payment Date until the earlier of the date on which all Notes are paid in full and the Rated Final Maturity Date, Date or (B) if a Rapid Amortization Event has occurred and is continuing, the payment in accordance with Section 3.19(b) of all Available Funds remaining after the application of clause “EIGHTH” in subsection 3.1(a) in respect of principal until the earlier of the date on which all Notes are paid in full and the Rated Final Maturity Date or (C) if the Collateral has been sold under Article XI, distribution as provided in Section 11.7Date. All outstanding principal of the Notes will be due and payable (unless paid on an earlier date) on the Rated Final Maturity Date. On the Rated Final Maturity Date Noteholders will be entitled to the Reserve Account Draw Amount for such date, if any and all remaining Available Funds necessary to reduce the Aggregate Principal Amount of the Notes to zero. (b) Interest and principal payable in respect of the Notes of any Class on any Payment Date shall be paid to the Holders of the Notes of such Class as of the related Record Date; provided, however, that the Insurer will be subrogated to the rights of each Noteholder to receive payments of principal and interest, as applicable, with respect to distributions on the Notes to the extent of any payment by the Insurer under the Insurance Policy and the Insurer will be reimbursed therefor, together with interest thereon as provided in the Insurance Agreement in accordance with Sections 3.1 and 11.7. (c) All reductions in the principal amount of a 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 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; provided, however, that any installment of principal that (i) is subsequently rescinded or recaptured or (ii) is paid by the Insurer as a result of a draw under the Insurance Policy shall not be considered paid by the Issuer. (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 from and to the extent of available proceeds of, the Collateral and any amounts paid by the Insurer pursuant to claims made under the Insurance Policy. The Holders of the Notes shall have recourse to the Issuer only to the extent of the Collateral, and following realization of the Collateral and all amounts available to the Trustee under the Insurance Policy, 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 performance due, under the Notes or this Indenture. It is understood that the foregoing provisions of this paragraph shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is secured by the Collateral, or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by this Indenture until such Collateral has been realized whereupon any outstanding indebtedness or obligation shall be extinguished. It is further understood that the foregoing provisions of this paragraph shall not limit the right of any Person to name the Issuer as party defendant in any action, suit or in the exercise of any other remedy under the Notes or in this Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer. (e) For so long as any of the Notes are admitted on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF market, or listed on any other stock exchange, to the extent required by the rules of such 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 Notes do not receive scheduled payments of principal or interest on any Payment Date and the Servicer at the expense of the Issuer will arrange for publication of such information in a daily newspaper in Luxembourg or as otherwise required by such stock exchange.

Payments on the Notes. (a) Subject to The Company shall pay the availability of Available Funds and to the Priority of Payments, the Notes will provide for (i) the payment of Accrued Interest on each Payment Date until the earlier of the date on which all Notes are paid in full and the Rated Final Maturity Date and (ii) (A) absent the occurrence and continuation of a Rapid Amortization Event or the sale of the Collateral and distribution under Section 11.7, the payment of the Principal Distribution Amount on each Payment Date until the earlier of the date on which all Notes are paid in full and the Rated Final Maturity Date, (B) if a Rapid Amortization Event has occurred and is continuing, the payment in accordance with Section 3.19(b) of all Available Funds remaining after the application of clause “EIGHTH” in subsection 3.1(a) in respect of principal until the earlier of the date on which all Notes are paid in full and the Rated Final Maturity Date or (C) if the Collateral has been sold under Article XI, distribution as provided in Section 11.7. All outstanding principal amount of the Notes will be due and payable all accrued but unpaid interest on such amount to the Noteholder on November 1, 2004 (unless paid on an earlier date) on the Rated Final "Maturity Date. On the Rated Final Maturity Date Noteholders will be entitled to the Reserve Account Draw Amount for such date, if any and all remaining Available Funds necessary to reduce the Aggregate Principal Amount of the Notes to zero"). (b) Interest and principal payable in respect of the Notes of any Class on any Payment Date shall be paid to the Holders of the Notes of such Class as of the related Record Date; provided, however, that the Insurer will be subrogated to the rights of each Noteholder to receive payments of principal and interest, as applicable, with respect to distributions on the Notes will accrue at the rate of 8% per annum and will be payable on each June 30 and December 31, commencing June 30, 1997, to the extent Noteholders of any payment by record of Notes at the Insurer under close of business on the Insurance Policy June 15 and December 15 preceding such Interest Payment Dates. Interest on the Insurer Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Closing Date. Interest will be reimbursed therefor, together with interest thereon as provided in computed on the Insurance Agreement in accordance with Sections 3.1 and 11.7basis of a 360-day year comprised of twelve 30-day months. (c) All reductions Interest payable on any Interest Payment Date (except on the Maturity Date) may be paid by the Company to the Noteholders either (i) entirely in cash in the amount of 8.00% per annum of the unpaid principal amount of a Note (or one or more predecessor Notes) effected by payments of installments of principal made the Notes on any such Interest Payment Date shall be binding upon all future Holders or, at the option of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereofCompany, whether or not such payment is noted on such Note; provided, however, that any installment of principal that (i) is subsequently rescinded or recaptured or (ii) is paid by in a combination of (A) cash in an amount at least equal to the Insurer as 3.2% per annum of the unpaid principal amount of the Notes (inclusive of Subsequent Notes) on such Interest Payment Date and (B) newly-issued Notes (each, a result "Subsequent Note") issued to the Noteholders in an aggregate principal amount equal to the remaining amount of a draw under accrued interest on the Insurance Policy Notes for such period (inclusive of Subsequent Notes) on such Interest Payment Date. Interest payable on the Maturity Date shall not only be considered paid by the Issuerpayable in cash. (d) Notwithstanding any other provision of this Indenture, Interest on principal of, premium, if any, and interest on the Notes that is not paid when due shall accrue from and all other amounts including the date the same became due to but excluding the date the same is paid in full at the rate per annum which is 2% above the otherwise applicable interest rate on the Notes ("Default Interest"). Default Interest shall be payable on or in respect of the Notes will constitute limited recourse obligations of the Issuer secured by, and payable from and demand to the extent of available proceeds of, the Collateral and any amounts paid by the Insurer pursuant to claims made under the Insurance Policy. The Holders of the Notes shall have recourse to the Issuer only to the extent of the Collateral, and following realization of the Collateral and all amounts available to the Trustee under the Insurance Policy, 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 performance due, under the Notes or this Indenture. It is understood that the foregoing provisions of this paragraph shall not Noteholders either (i) prevent recourse to entirely in cash or at the Collateral for option of the sums due or to become due under any security, instrument or agreement which is secured by the Collateral, or Company (ii) constitute in a waiver, release or discharge combination of any indebtedness or obligation evidenced by (A) cash in an amount at least equal to 40% of Default Interest and (B) Subsequent Notes issued to 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 Noteholders in an aggregate principal amount equal to the foregoing provisions remaining amount of this paragraph shall not limit the right Default Interest (inclusive of any Person to name the Issuer as party defendant in any action, suit or in the exercise of any other remedy under the Notes or in this Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the IssuerSubsequent Notes). (e) For so long as any All payments on the Notes shall be made by wire transfer of immediately available funds by 11:00 am on the date when due to the account of the Notes are admitted Noteholder at a bank in the United States specified in writing by the Noteholder to the Company or in the case of a Purchaser to the account specified beneath such Purchaser's name on the Official List signature pages hereof (or to such other account as such Purchaser may specify in writing to the Company) and shall be in lawful funds of the Luxembourg Stock Exchange United States of America; provided that the Noteholders must surrender Notes to the Company to collect principal payments. (f) All payments made by the Company hereunder or under any Note will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature or hereafter imposed by any taxing jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to trading such payments, and all interest, penalties or similar liabilities assessed with respect thereto. If any taxes are so levied or imposed, the Company agrees to pay the full amount of such taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or any Note after withholding or deduction for or on account of any taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of taxes pursuant to the preceding sentence, the Company agrees to reimburse each Noteholder, upon the written request of such Noteholder, for taxes imposed on or measured by the net income or net profits of such Noteholder pursuant to the laws of the jurisdiction in which such Noteholder is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Noteholder is organized or in which the principal office or applicable lending office of such Noteholder is located and for any withholding of taxes as such Noteholder shall determine are payable by, or withheld from, such Noteholder, in respect of such amounts so paid to or on behalf of such Noteholder pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Noteholder pursuant to this sentence. (g) Each Noteholder that is not a United States person for U.S. federal income tax purposes agrees to deliver to the Company on or prior to the Closing Date, or in the case of a Noteholder that is an assignee or transferee of an interest under this Agreement, on the Euro MTF marketdate of such Assignment, (i) two accurate and complete original signed copies of Internal Revenue Service Form 4224 or 1001 (or successor forms) certifying to such Noteholder's entitlement to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any note. All Noteholders a party to this Agreement or any Assignment shall provide additional original signed copies of Form 4224 or 1001 when a lapse in time or a change in circumstances renders the previously filed forms inaccurate or obsolete, or listed on any other stock exchange, to the 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, said Noteholders shall notify such stock exchange in the event that the Notes do not receive scheduled payments of principal or interest on any Payment Date Company and the Servicer at the expense Agent of the Issuer will arrange for publication of its inability to deliver such information in a daily newspaper in Luxembourg forms or as otherwise required by such stock exchangecertificates.

Payments on the Notes. (a) Subject to the availability of Available Funds and to the Priority of Payments, the Notes will provide for (i) the payment of Accrued Senior Interest, Additional Margin and any Interest Carry-Forward Amount on each Payment Date until the earlier of the date on which all Notes are paid in full and the Rated Final Maturity Date and (ii) (A) absent the occurrence and continuation of a Rapid Amortization Sequential Order Event or the sale of the Collateral and distribution under Section 11.7, the payment of the Principal Distribution Amount on each Payment Date as provided in subsection 3.1(a) until the earlier of the date on which all Notes are paid in full and the Rated Final Maturity Date, (B) if a Rapid Amortization Sequential Order Event has occurred and is continuing, the payment in accordance with Section 3.19(b3.1(b) of all Available Funds remaining after the application of clause “EIGHTH” in subsection 3.1(a) in respect of principal until the earlier of the date on which all Notes are paid in full and the Rated Final Maturity Date or (C) if the Collateral has been sold under Article XI, distribution as provided in Section 11.7. All outstanding principal of the Notes will be due and payable (unless paid on an earlier date) on the Rated Final Maturity Date. On Principal of the Rated Final Maturity Date Noteholders will Notes shall be entitled to paid from amounts withdrawn from the Reserve Account Draw Amount for such dateas provided in Section 3.5(c). If no Sequential Order Event has occurred and is continuing Notes shall be paid pro rata from the amount withdrawn from the Reserve Account or, if any a Sequential Order Event has occurred and all remaining Available Funds necessary is continuing the amount withdrawn shall be used to reduce the Aggregate Principal Amount of pay principal on the Notes in the following order of priority: first to zerothe Class A Notes, then to the Class B Notes and finally to the Class C Notes. (b) Interest and principal payable in respect of the Notes of any Class on any Payment Date shall be paid to the Holders of the Notes of such Class as of the related Record Date; provided, however, that the Insurer will be subrogated to the rights of each Noteholder to receive payments of principal and interest, as applicable, with respect to distributions on the Notes to the extent of any payment by the Insurer under the Insurance Policy and the Insurer will be reimbursed therefor, together with interest thereon as provided in the Insurance Agreement in accordance with Sections 3.1 and 11.7. (c) All reductions in the principal amount of a 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 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; provided, however, that any installment of principal that (i) is subsequently rescinded or recaptured or (ii) is paid by the Insurer as a result of a draw under the Insurance Policy shall not be considered paid by the Issuer. (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 from and to the extent of available proceeds of, the Collateral and any amounts paid by the Insurer pursuant to claims made under the Insurance PolicyCollateral. The Holders of the Notes shall have recourse to the Issuer only to the extent of the Collateral, and following realization of the Collateral and all amounts available to the Trustee under the Insurance PolicyCollateral, 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 performance due, under the Notes or this Indenture. It is understood that the foregoing provisions of this paragraph shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is secured by the Collateral, or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by this Indenture until such Collateral has been realized whereupon any outstanding indebtedness or obligation shall be extinguished. It is further understood that the foregoing provisions of this paragraph shall not limit the right of any Person to name the Issuer as party defendant in any action, suit or in the exercise of any other remedy under the Notes or in this Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer. (e) For so long as any of the Notes are admitted on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF market, or listed on any other stock exchange, to the extent required by the rules of such 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 Notes do not receive scheduled payments of principal or interest on any Payment Date and the Servicer at the expense of the Issuer will arrange for publication of such information in a daily newspaper in Luxembourg or as otherwise required by such stock exchange.

Payments on the Notes. (a) Subject to the availability of Available Funds funds and to the Priority of Payments, the Notes will provide for (i) the payment of Accrued Interest on each Payment Date until the earlier of the date on which all Notes are paid in full and through the Rated Final Maturity Date and (ii) (A) absent the occurrence and continuation of a Rapid Amortization Event or the sale of the Collateral and distribution under Section 11.7Event, the payment of the Principal Distribution Amount on each Payment Date until the earlier of the date on which all Notes are paid in full and or the Rated Final Maturity Date, Date or (B) if a Rapid Amortization Event has occurred and is continuing, the payment in accordance with Section 3.19(b) of all Available Funds remaining after the application of clause “EIGHTH” in subsection 3.1(a) in respect of principal until the earlier of the date on which all Notes are paid in full and or the Rated Final Maturity Date or (C) if the Collateral has been sold under Article XI, distribution as provided in Section 11.7Date. All outstanding principal of the Notes will be due and payable (unless paid on an earlier date) on the Rated Final Maturity Date. On the Rated Final Maturity Date Noteholders will be entitled to the Reserve Account Draw Amount for such date, if any and all remaining Available Funds necessary to reduce the Aggregate Principal Amount of the Notes to zero. (b) Interest and principal payable in respect of the Notes of any Class on any Payment Date shall be paid to the Holders of the Notes of such Class as of the related Record Date; provided, however, that the Insurer will be subrogated to the rights of each Noteholder to receive payments of principal and interest, as applicable, with respect to distributions on the Notes to the extent of any payment by the Insurer under the Insurance Policy and the Insurer will be reimbursed therefor, together with interest thereon as provided in the Insurance Agreement in accordance with Sections 3.1 and 11.7. (c) All reductions in the principal amount of a 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 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; provided, however, that any installment of principal that (i) is subsequently rescinded or recaptured or (ii) is paid by the Insurer as a result of a draw under the Insurance Policy shall not be considered paid by the Issuer. (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 from and to the extent of available proceeds of, the Collateral and any amounts paid by the Insurer pursuant to claims made under the Insurance Policy. The Holders of the Notes shall have recourse to the Issuer only to the extent of the Collateral, and following realization of the Collateral and all amounts available to the Trustee under the Insurance Policy, 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 performance due, under the Notes or this Indenture. It is understood that the foregoing provisions of this paragraph shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is secured by the Collateral, or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by this Indenture until such Collateral has been realized whereupon any outstanding indebtedness or obligation shall be extinguished. It is further understood that the foregoing provisions of this paragraph shall not limit the right of any Person to name the Issuer as party defendant in any action, suit or in the exercise of any other remedy under the Notes or in this Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer. (e) For so long as any of the Notes are admitted listed on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF market, or listed on any other stock exchange, to the extent required by the rules of such 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 Notes do not receive scheduled payments of principal or interest on any Payment Date and the Servicer at the expense of the Issuer will arrange for publication of such information in a daily newspaper in Luxembourg or as otherwise required by such stock exchange.