Common use of Allocation of Money Collected Clause in Contracts

Allocation of Money Collected. If the Notes of all Series have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded or annulled, any money collected by the Indenture Trustee pursuant to this Article or otherwise and any other monies that may be held or thereafter received by the Indenture Trustee as security for such Notes shall be applied, to the extent permitted by law, in the following order, at the date or dates fixed by the Indenture Trustee: (1) To the payment of all costs and expenses of collection incurred by the Indenture Trustee (including the reasonable fees and expenses of counsel to the Indenture Trustee) and of all other amounts due the Indenture Trustee under Section 905 hereof; and (2) To each Eligible Interest Rate Swap Counterparty, on a pro rata basis, an amount equal to the sum of (i) any payments (other than termination payments) then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect and (ii) any termination payment then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect to the extent (but only to the extent) that such termination payments were not caused by a default by the related Eligible Interest Rate Swap Counterparty; (3) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to the Senior Class Priority Payments (including reimbursements payable to any Series Enhancer for interest previously paid provided for in the related Enhancement Agreement) for each such Series. If sufficient funds do not exist to pay in full all such Senior Class Priority Payments, such amounts shall be allocated among the Series of Senior Notes in the same proportion as the ratio of (x) the Senior Class Priority Payments of a particular Series of Senior Notes then Outstanding to (y) the aggregate Senior Class Priority Payments of all Series of Senior Notes then Outstanding; (4) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the Subordinate Class Priority Payments for each such Series. If sufficient funds do not exist to pay in full all such Subordinate Class Priority Payments, such amounts shall be allocated among the Series of Subordinate Notes in the same proportion as the ratio of (x) the Subordinate Class Priority Payments of a particular Series of Subordinate Notes then Outstanding to (y) the aggregate Subordinate Class Priority Payments of all Series of Subordinate Notes then Outstanding; (5) To the Issuer, Partnership Priority Payments and the amounts required to be paid pursuant to the Head Lessor Margin Letter; (6) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to the then unpaid principal balance of such Series of Senior Notes; (7) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the then unpaid principal balance of such Series of Senior Notes; (8) To the Issuer, an amount equal to the Partnership Preferred Capital Payments; (9) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the related Supplement for such Series; (10) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the related Supplement for such Series; (11) To the Preferred Limited Partners, an amount equal to any Indemnity Amounts then due and owing pursuant to the terms of the Partnership Agreement; (12) To each Eligible Interest Rate Swap Counterparty, on a pro rata basis, the amount of any unpaid termination payments then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect; and (13) To the Issuer, any remaining amount.

Allocation of Money Collected. If Subject to the Notes of all Series following paragraph, if the Asset Backed Loan has been declared, have been declared automatically become, or otherwise become due and payable following an Event of Default and such declaration and its consequences have or automatic acceleration has not been rescinded or annulled, any money collected by the Indenture Trustee pursuant to this Article or otherwise Collateral Agent in respect of the Subject Collateral and any other monies money that may be held or thereafter received by the Indenture Trustee Collateral Agent as security for such Notes the Asset Backed Loan shall be applied, to the extent permitted by law, applied in the following order, at the date or dates fixed by the Indenture TrusteeAdministrative Agent and, in case of the distribution of such money on account of principal or interest, without presentment of any Notes: (1i) To the payment of all costs and expenses of collection incurred by the Indenture Trustee (including the reasonable fees and expenses of counsel to the Indenture TrusteeCollateral Agent, the Paying Agent, the Custodian and the Back-Up Servicer, ratably based on their respective entitlements, any unpaid amounts due under the Transaction Documents; (ii) to the Qualified Hedge Counterparty (if any), any payments due to the Hedge Counterparty under any Hedge Agreement, if any (other than any termination payment with respect to which the Qualified Hedge Counterparty is the “Defaulting Party” or the sole “Affected Party” (as such terms are defined in the applicable Hedge Agreement)); (iii) to the Servicer, any unpaid Servicing Fees; provided, however, that immediately after receipt of such Servicing Fees, the Servicer shall remit the Borrower’s portion of any then due and owing Lockbox Bank Fees to each Lockbox Bank; (iv) [Reserved]; (v) to the Administrative Agent, for further payment to each Lender, its Non-Usage Fees; Diamond - Collateral and Servicing Agreement #39303843 (vi) to the Administrative Agent, for further payment to each Lender, its portion of the Interest Distribution Amount; (vii) to the Administrative Agent, for further payment to each Lender, all remaining amounts until the Outstanding Loan Balance is reduced to zero; (viii) to the Administrative Agent, for further payment to each Lender, to the extent applicable, all other amounts due and unpaid under any Transaction Document; (ix) to the Indenture Trustee Hedge Counterparty (if any), any amounts due under Section 905 hereofthe Hedge Agreements not paid in (ii) above; and (2x) To each Eligible Interest Rate Swap Counterparty, on a pro rata basis, an amount equal to the sum of (i) Borrower, any payments (other than termination payments) then remaining amounts. Notwithstanding the foregoing paragraph, if the Asset Backed Loan has become due and payable following an Event of Default specified in clause (e) or (f) of the definition of “Event of Default” and the Collateral Agent shall not have effected a sale of the assets pursuant to Section 6.16 hereof comprising the terms of Subject Collateral, any Interest Rate Swap Agreement then in effect and (ii) any termination payment then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect to the extent (but only to the extent) that such termination payments were not caused by a default money collected by the related Eligible Interest Rate Swap Counterparty; (3) To Collateral Agent in respect of the Series Account for each Series of Senior Notes then Outstanding, an amount equal to the Senior Class Priority Payments (including reimbursements payable to any Series Enhancer for interest previously paid provided for in the related Enhancement Agreement) for each such Series. If sufficient funds do not exist to pay in full all such Senior Class Priority Payments, such amounts Subject Collateral shall be allocated among applied in accordance with the Series of Senior Notes priorities specified in the same proportion as the ratio of (x) the Senior Class Priority Payments of a particular Series of Senior Notes then Outstanding to (y) the aggregate Senior Class Priority Payments of all Series of Senior Notes then Outstanding; (4) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the Subordinate Class Priority Payments for each such Series. If sufficient funds do not exist to pay in full all such Subordinate Class Priority Payments, such amounts shall be allocated among the Series of Subordinate Notes in the same proportion as the ratio of (x) the Subordinate Class Priority Payments of a particular Series of Subordinate Notes then Outstanding to (y) the aggregate Subordinate Class Priority Payments of all Series of Subordinate Notes then Outstanding; (5) To the Issuer, Partnership Priority Payments and the amounts required to be paid pursuant to the Head Lessor Margin Letter; (6) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to the then unpaid principal balance of such Series of Senior Notes; (7) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the then unpaid principal balance of such Series of Senior Notes; (8) To the Issuer, an amount equal to the Partnership Preferred Capital Payments; (9) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the related Supplement for such Series; (10) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the related Supplement for such Series; (11) To the Preferred Limited Partners, an amount equal to any Indemnity Amounts then due and owing pursuant to the terms of the Partnership Agreement; (12) To each Eligible Interest Rate Swap Counterparty, on a pro rata basis, the amount of any unpaid termination payments then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect; and (13) To the Issuer, any remaining amountSection 3.4 hereof.

Allocation of Money Collected. If Subject to the following paragraph, if the Notes of all Series have been declared declared, have automatically become, or otherwise become due and payable following an Event of Default and such declaration and its consequences have or automatic acceleration has not been rescinded or annulled, any money collected by the Indenture Trustee pursuant to this Article or otherwise in respect of the Trust Estate and any other monies money that may be held or thereafter received by the Indenture Trustee as security for such Notes the Notes, including, without limitation, the amounts on deposit in the Reserve Account, shall be applied, to the extent permitted by law, applied in the following order, at the date or dates fixed by the Indenture Trustee:Trustee and, in case of the distribution of such money on account of principal or interest, without presentment of any Notes: KL2 2889986.17 (1i) To the payment of all costs and expenses of collection incurred by the Indenture Trustee (including the reasonable fees and expenses of counsel to the Indenture Trustee, the Custodian and the Back-Up Servicer, ratably based on their respective entitlements, any unpaid amounts due under the Indenture; (ii) to the Qualified Hedge Counterparty, any payments due to the Hedge Counterparty under any Hedge Agreement, if any (other than any termination payment with respect to which the Qualified Hedge Counterparty is the “Defaulting Party” or the sole “Affected Party” (as such terms are defined in the applicable Hedge Agreement; (iii) to the Servicer, any unpaid Servicing Fees; provided, however, that immediately after receipt of such Servicing Fees, the Servicer shall remit the Issuer’s portion of any then due and owing Lockbox Bank Fees to each Lockbox Bank; (iv) to the Administrative Agent, any unpaid Administrative Agent Fees; (v) to each Purchaser, its Non-Usage Fees; (vi) to each Purchaser, its portion of the Interest Distribution Amount; (vii) to each Purchaser, all remaining amounts until the Outstanding Note Balance of the Notes is reduced to zero; (viii) to each Purchaser, its portion of the Deferred Interest Distribution Amount; (ix) to each Purchaser, to the extent applicable, all other amounts due and unpaid under any Transaction Document; (x) to the Indenture Trustee Hedge Counterparty, any amounts due under Section 905 hereofthe Hedge Agreements not paid in (ii) above; and (2xi) To each Eligible Interest Rate Swap Counterparty, on a pro rata basis, an amount equal to the sum of (i) any payments (other than termination payments) then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect and (ii) any termination payment then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect to the extent (but only to the extent) that such termination payments were not caused by a default by the related Eligible Interest Rate Swap Counterparty; (3) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to the Senior Class Priority Payments (including reimbursements payable to any Series Enhancer for interest previously paid provided for in the related Enhancement Agreement) for each such Series. If sufficient funds do not exist to pay in full all such Senior Class Priority Payments, such amounts shall be allocated among the Series of Senior Notes in the same proportion as the ratio of (x) the Senior Class Priority Payments of a particular Series of Senior Notes then Outstanding to (y) the aggregate Senior Class Priority Payments of all Series of Senior Notes then Outstanding; (4) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the Subordinate Class Priority Payments for each such Series. If sufficient funds do not exist to pay in full all such Subordinate Class Priority Payments, such amounts shall be allocated among the Series of Subordinate Notes in the same proportion as the ratio of (x) the Subordinate Class Priority Payments of a particular Series of Subordinate Notes then Outstanding to (y) the aggregate Subordinate Class Priority Payments of all Series of Subordinate Notes then Outstanding; (5) To the Issuer, Partnership Priority Payments and the amounts required to be paid pursuant to the Head Lessor Margin Letter; (6) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to the then unpaid principal balance of such Series of Senior Notes; (7) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the then unpaid principal balance of such Series of Senior Notes; (8) To the Issuer, an amount equal to the Partnership Preferred Capital Payments; (9) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the related Supplement for such Series; (10) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the related Supplement for such Series; (11) To the Preferred Limited Partners, an amount equal to any Indemnity Amounts then due and owing pursuant to the terms of the Partnership Agreement; (12) To each Eligible Interest Rate Swap Counterparty, on a pro rata basis, the amount of any unpaid termination payments then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect; and (13) To the Issuer, any remaining amountamounts. Notwithstanding the foregoing paragraph, if the Notes have become due and payable following an Event of Default specified in clause (e) or (f) of the definition of “Event of Default” and the Indenture Trustee shall not have effected a sale of the assets pursuant to Section 6.16 hereof comprising the Trust Estate, any money collected by the Indenture Trustee in respect of the Trust Estate shall be applied in accordance with the priorities specified in Section 3.4 hereof.”

Allocation of Money Collected. If Subject to the following paragraph, if the Notes of all Series have been declared declared, have automatically become, or otherwise become due and payable following an Event of Default and such declaration and its consequences have or automatic acceleration has not been rescinded or annulled, any money collected by the Indenture Trustee pursuant to this Article or otherwise in respect of the Trust Estate and any other monies money that may be held or thereafter received by the Indenture Trustee as security for such the Notes shall be applied, to the extent permitted by law, applied in the following order, at the date or dates fixed by the Indenture TrusteeTrustee and, in case of the distribution of such money on account of principal or interest, without presentment of any Notes: (1i) To the payment of all costs and expenses of collection incurred by the Indenture Trustee (including the reasonable fees and expenses of counsel to the Indenture Trustee, the Custodian and the Back-Up Servicer, ratably based on their respective entitlements, any unpaid amounts due under the Indenture; (ii) to the Qualified Hedge Counterparty, any payments due to the Hedge Counterparty under any Hedge Agreement, if any (other than any termination payment with respect to which the Qualified Hedge Counterparty is the “Defaulting Party” or the sole “Affected Party” (as such terms are defined in the applicable Hedge Agreement; (iii) to the Servicer, any unpaid Servicing Fees; provided, however, that immediately after receipt of such Servicing Fees, the Servicer shall remit the Issuer’s portion of any then due and owing Lockbox Bank Fees to each Lockbox Bank; (iv) to the Agent, any unpaid Agent Fees; (v) to each Purchaser, its Non-Usage Fees; (vi) to each Purchaser, its portion of the Interest Distribution Amount; (vii) to each Purchaser, all remaining amounts until the Outstanding Note Balance of the Notes is reduced to zero (viii) to each Purchaser, to the extent applicable, all other amounts due and unpaid under any Transaction Document; (ix) to the Indenture Trustee Hedge Counterparty, any amounts due under Section 905 hereofthe Hedge Agreements not paid in (ii) above; and (2) To each Eligible Interest Rate Swap Counterparty, on a pro rata basis, an amount equal to the sum of (i) any payments (other than termination payments) then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect and (ii) any termination payment then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect to the extent (but only to the extent) that such termination payments were not caused by a default by the related Eligible Interest Rate Swap Counterparty; (3) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to the Senior Class Priority Payments (including reimbursements payable to any Series Enhancer for interest previously paid provided for in the related Enhancement Agreement) for each such Series. If sufficient funds do not exist to pay in full all such Senior Class Priority Payments, such amounts shall be allocated among the Series of Senior Notes in the same proportion as the ratio of (x) the Senior Class Priority Payments of a particular Series of Senior Notes then Outstanding to (y) the aggregate Senior Class Priority Payments of all Series of Senior Notes then Outstanding; (4) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the Subordinate Class Priority Payments for each such Series. If sufficient funds do not exist to pay in full all such Subordinate Class Priority Payments, such amounts shall be allocated among the Series of Subordinate Notes in the same proportion as the ratio of (x) the Subordinate Class Priority Payments of a particular Series of Subordinate Notes then Outstanding to (y) the aggregate Subordinate Class Priority Payments of all Series of Subordinate Notes then Outstanding; (5) To the Issuer, Partnership Priority Payments and the amounts required to be paid pursuant to the Head Lessor Margin Letter; (6) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to the then unpaid principal balance of such Series of Senior Notes; (7) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the then unpaid principal balance of such Series of Senior Notes; (8) To the Issuer, an amount equal to the Partnership Preferred Capital Payments; (9) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the related Supplement for such Series; (10) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the related Supplement for such Series; (11) To the Preferred Limited Partners, an amount equal to any Indemnity Amounts then due and owing pursuant to the terms of the Partnership Agreement; (12) To each Eligible Interest Rate Swap Counterparty, on a pro rata basis, the amount of any unpaid termination payments then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect; and (13) To the Issuer, any remaining amountamounts. Notwithstanding the foregoing paragraph, if the Notes have become due and payable following an Event of Default specified in clause (e) or (f) of the definition of “Event of Default” and the Indenture Trustee shall not have effected a sale of the assets pursuant to Section 6.16 hereof comprising the Trust Estate, any money collected by the Indenture Trustee in respect of the Trust Estate shall be applied in accordance with the priorities specified in Section 3.4 hereof.

Allocation of Money Collected. If the Notes of all Series have been declared declared, have automatically become, or otherwise become due and payable following an Event of Default and such declaration and its consequences have or automatic acceleration has not been rescinded or annulled, any money collected by the Indenture Trustee pursuant to this Article or otherwise in respect of the Trust Estate and any other monies money that may be held or thereafter received by the Indenture Trustee as security for such Notes the Notes, including without limitation the amounts on deposit in the Reserve Account, the Prefunding Account, the Capitalized Interest Account and the Servicer Transition Account, shall be applied, to the extent permitted by law, applied in the following order, at the date or dates fixed by the Indenture TrusteeTrustee and, in case of the distribution of such money on account of principal or interest, without presentment of any Notes: (1i) To the payment of all costs and expenses of collection incurred by the Indenture Trustee (including the reasonable fees and expenses of counsel to the Indenture Trustee) , the Custodian and of all other the Back-Up Servicer, ratably based on their respective entitlements, any unpaid amounts due under the Indenture Trustee under Section 905 hereof; andIndenture; (2) To each Eligible Interest Rate Swap Counterparty, on a pro rata basis, an amount equal to the sum of (i) any payments (other than termination payments) then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect and (ii) any termination payment then due and payable pursuant to the terms of Owner Trustee, any Interest Rate Swap Agreement then in effect unpaid amounts owed to the extent (but only to the extent) that such termination payments were not caused by a default by the related Eligible Interest Rate Swap CounterpartyOwner Trustee; (3iii) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to the Senior Administrator, any unpaid Administrator fees; (iv) to the Servicer, any unpaid Servicing Fees; (v) to the Class Priority Payments A Noteholders, the Class A Interest Distribution Amount; (including reimbursements payable vi) to any Series Enhancer for the Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the Class A Notes is reduced to zero and all Note Balance Write-Down Amounts applied to the Class A Notes have been reimbursed with interest previously paid provided for in at the related Enhancement AgreementNote Rate; (vii) for each such Series. If sufficient funds do not exist to pay in full the Class B Noteholders, the Class B Interest Distribution Amount; (viii) to the Class B Noteholders, all such Senior remaining amounts until the Outstanding Note Balance of the Class Priority PaymentsB Notes is reduced to zero and all Note Balance Write-Down Amounts applied to the Class B Notes have been reimbursed with interest at the related Note Rate; (ix) to the Class C Noteholders, such amounts shall be allocated among the Series of Senior Notes in the same proportion as the ratio of Class C Interest Distribution Amount; (x) to the Senior Class Priority Payments C Noteholders, all remaining amounts until the Outstanding Note Balance of a particular Series of Senior the Class C Notes then Outstanding is reduced to (y) zero and all Note Balance Write-Down Amounts applied to the aggregate Senior Class Priority Payments of all Series of Senior C Notes then Outstandinghave been reimbursed with interest at the related Note Rate; (4xi) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the Subordinate Class Priority Payments for each such Series. If sufficient funds do not exist to pay in full all such Subordinate D Noteholders, the Class Priority Payments, such amounts shall be allocated among the Series of Subordinate Notes in the same proportion as the ratio of (x) the Subordinate Class Priority Payments of a particular Series of Subordinate Notes then Outstanding to (y) the aggregate Subordinate Class Priority Payments of all Series of Subordinate Notes then OutstandingD Interest Distribution Amount; (5xii) To the Issuer, Partnership Priority Payments and the amounts required to be paid pursuant to the Head Lessor Margin LetterClass D Noteholders, all remaining amounts until the Outstanding Note Balance of the Class D Notes is reduced to zero and all Note Balance Write-Down Amounts applied to the Class D Notes have been reimbursed with interest at the related Note Rate; (6xiii) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to the then unpaid principal balance of such Series of Senior Notes; (7) To the Series Account Owner Trustee for each Series of Subordinate Notes then Outstanding, an amount equal distribution to the then unpaid principal balance of such Series of Senior Notes; (8) To the Issuer, an amount equal to the Partnership Preferred Capital Payments; (9) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms owners of the related Supplement for such Series; (10) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the related Supplement for such Series; (11) To the Preferred Limited Partners, an amount equal to any Indemnity Amounts then due and owing pursuant to the terms of the Partnership Agreement; (12) To each Eligible Interest Rate Swap Counterparty, on a pro rata basis, the amount of any unpaid termination payments then due and payable pursuant to the terms of any Interest Rate Swap Agreement then beneficial interests in effect; and (13) To the Issuer, any remaining amountamounts. Notwithstanding the foregoing paragraph, if the Notes have become due and payable following an Event of Default specified in Sections 6.1(d) or (e) and the Indenture Trustee shall not have effected a sale of the assets pursuant to Section 6.16 comprising the Trust Estate, any money collected by the Indenture Trustee in respect of the Trust Estate shall be applied in accordance with the priorities specified in Section 3.4.

Allocation of Money Collected. If the Notes of all Series have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded or annulled, any money collected by the Indenture Trustee pursuant to this Article or otherwise and any other monies that may be held or thereafter received by the Indenture Trustee as security for such Notes and the obligations secured hereby shall be applied, to the extent permitted by law, in the following order, at the date or dates fixed by the Indenture TrusteeTrustee by wire transfer of immediately available funds: (1) To the payment of Indenture Trustee, all the Indenture Trustee's Fees then due and payable for all Series then Outstanding subject to the per annum dollar limitation in Section 905, plus any costs and expenses of collection incurred by the Indenture Trustee (including in enforcing any of the reasonable fees and expenses rights of counsel to the Indenture Trustee) and of all other amounts due the Indenture Trustee or the Noteholders hereunder or under Section 905 hereof; andany of the other Transaction Documents; (2) To the Administrative Agent, the Administrative Agent Fees then due and payable; (3) To the Manager, an amount equal to the sum of: (i) the Management Fee then due and payable, (ii) the amount of any Management Fee Arrearage, and (iii) any Excess Deposit then due and payable, but in each Eligible case only to the extent not previously withheld by the Manager in accordance with the terms of the Transaction Documents; (4) To the Manager, the reimbursement for any Manager Advances; (5) To the Persons entitled thereto: (i) auditing, accounting and related fees then due and payable which are classified as an Issuer Expense, and (ii) any other Issuer Expenses, so long as the aggregate amount paid pursuant to this clause (5)(ii) in any calendar year would not exceed five hundred thousand Dollars ($500,000); (6) To each Series Enhancer, on a pro rata basis, based on the amount of Premiums then due and payable, the amount of any Premium then due and payable pursuant to the terms of each applicable Enhancement Agreement; (7) To each of the following on a pro rata basis: (i) to each Series Account for each Series of Notes then Outstanding, an amount equal to the Priority Payments for each such Series and (ii) to each Interest Rate Swap Hedge Counterparty, the amount of any scheduled payments (but excluding termination payments then due and payable pursuant to the terms of any Interest Rate Hedge Agreement then in effect. If sufficient funds do not exist to pay in full all such Priority Payments, such amounts shall be allocated among all Series of Notes in the same proportion as the ratio of (x) the Priority Payments of a particular Series of Notes then Outstanding on such Payment Date to (y) the sum of the Priority Payments for all Series of Notes then Outstanding at such Payment Date; (8) To pay each of the amounts set forth in clause (i) and (ii) on a pro rata and a pari passu basis (based on amounts then due): (i) to each Series Account, the then unpaid principal balance of the related Notes (pro rata based on the amounts unpaid on the date on which such Event of Default first occurs) (including Reimbursement Amounts payable in respect thereof to the Series Enhancer), and (ii) to each Interest Rate Hedge Counterparty, the remaining amounts then due and payable under the related Interest Rate Hedge Agreement, until such amounts are paid in full; or (9) To each of the following on a pro rata basis: to the Series Account for each Series of Notes then Outstanding, an amount equal to all other amounts then due and payable to the Noteholders of such Series and the related Series Enhancer, if any, including, without limitation, Default Interest, increased costs, taxes and indemnity payments identified in the related Supplement; and (ii) to each Interest Rate Hedge Counterparty, on a pro rata basis, an the amount equal to of any other unpaid amounts owing by the sum of Issuer (i) any payments (other than including termination payments) then due and payable pursuant to the terms of any Interest Rate Swap Hedge Agreement then in effect and (ii) any termination payment then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect to the extent (but only to the extent) that such termination payments were not caused by a default by the related Eligible Interest Rate Swap Counterparty; (3) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to the Senior Class Priority Payments (including reimbursements payable to any Series Enhancer for interest previously paid provided for in the related Enhancement Agreement) for each such Series. If sufficient funds do not exist to pay in full all such Senior Class Priority Payments, such amounts shall be allocated among the Series of Senior Notes in the same proportion as the ratio of (x) the Senior Class Priority Payments of a particular Series of Senior Notes then Outstanding to (y) the aggregate Senior Class Priority Payments of all Series of Senior Notes then Outstanding; (4) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the Subordinate Class Priority Payments for each such Series. If sufficient funds do not exist to pay in full all such Subordinate Class Priority Payments, such amounts shall be allocated among the Series of Subordinate Notes in the same proportion as the ratio of (x) the Subordinate Class Priority Payments of a particular Series of Subordinate Notes then Outstanding to (y) the aggregate Subordinate Class Priority Payments of all Series of Subordinate Notes then Outstanding; (5) To the Issuer, Partnership Priority Payments and the amounts required to be paid pursuant to the Head Lessor Margin Letter; (6) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to the then unpaid principal balance of such Series of Senior Notes; (7) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the then unpaid principal balance of such Series of Senior Notes; (8) To the Issuer, an amount equal to the Partnership Preferred Capital Payments; (9) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the related Supplement for such Serieseffect; (10) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the related Supplement for such Series; (11) To the Preferred Limited Partners, an amount equal to any Indemnity Amounts then due and owing pursuant to the terms of the Partnership Agreement; (12) To each Eligible Interest Rate Swap Hedge Counterparty, on a pro rata basis, all remaining amounts then due and owing (after giving effect to the amounts paid pursuant to clauses (7) and (8) above); (11) To the Indenture Trustee, any Indenture Trustee's Fees then due and payable, after giving effect to the payment made pursuant to clause (1) above but not subject to the per annum dollar limitation in Section 905; (12) To the Issuer, the amount of any unpaid termination payments then due and payable indemnity payment owing by it pursuant to the terms of the Transaction Documents; (13) To the Manager, the amount of any Interest Rate Swap Agreement then in effectindemnity payment owing by it pursuant to the terms of the Transaction Documents; and (1314) To the Issuer, any remaining amountmonies which may, any provision in the Transaction Documents to the contrary notwithstanding, be used by the Issuer for any purpose, including, without limitation, general corporate purposes, the distribution of dividends, repayment of debt, paying fees and expenses or any other purpose in the sole discretion of the Issuer.

Allocation of Money Collected. If Subject to the following paragraph, if the Notes of all Series have been declared declared, have automatically become, or otherwise become due and payable following an Event of Default and such declaration and its consequences have or automatic acceleration has not been rescinded or annulled, any money collected by the Indenture Trustee pursuant to this Article or otherwise in respect of the Trust Estate and any other monies money that may be held or thereafter received by the Indenture Trustee as security for such Notes the Notes, including, without limitation, the amounts on deposit in the Reserve Account, shall be applied, to the extent permitted by law, applied in the following order, at the date or dates fixed by the Indenture TrusteeTrustee and, in case of the distribution of such money on account of principal or interest, without presentment of any Notes: (1i) To the payment of all costs and expenses of collection incurred by the Indenture Trustee (including the reasonable fees and expenses of counsel to the Indenture Trustee, the Custodian and the Back-Up Servicer, ratably based on their respective entitlements, any unpaid amounts due under the Indenture; (ii) to the Qualified Hedge Counterparty, any payments due to the Hedge Counterparty under any Hedge Agreement, if any (other than any termination payment with respect to which the Qualified Hedge Counterparty is the “Defaulting Party” or the sole “Affected Party” (as such terms are defined in the applicable Hedge Agreement; (iii) to the Servicer, any unpaid Servicing Fees; provided, however, that immediately after receipt of such Servicing Fees, the Servicer shall remit the Issuer’s portion of any then due and owing Lockbox Bank Fees to each Lockbox Bank; (iv) to the Administrative Agent, any unpaid Administrative Agent Fees; (v) to each Purchaser, its Non-Usage Fees; (vi) to each Purchaser, its portion of the Interest Distribution Amount; (vii) to each Purchaser, all remaining amounts until the Outstanding Note Balance of the Notes is reduced to zero (viii) to each Purchaser, to the extent applicable, all other amounts due and unpaid under any Transaction Document; (ix) to the Indenture Trustee Hedge Counterparty, any amounts due under Section 905 hereofthe Hedge Agreements not paid in (ii) above; and (2) To each Eligible Interest Rate Swap Counterparty, on a pro rata basis, an amount equal to the sum of (i) any payments (other than termination payments) then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect and (ii) any termination payment then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect to the extent (but only to the extent) that such termination payments were not caused by a default by the related Eligible Interest Rate Swap Counterparty; (3) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to the Senior Class Priority Payments (including reimbursements payable to any Series Enhancer for interest previously paid provided for in the related Enhancement Agreement) for each such Series. If sufficient funds do not exist to pay in full all such Senior Class Priority Payments, such amounts shall be allocated among the Series of Senior Notes in the same proportion as the ratio of (x) the Senior Class Priority Payments of a particular Series of Senior Notes then Outstanding to (y) the aggregate Senior Class Priority Payments of all Series of Senior Notes then Outstanding; (4) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the Subordinate Class Priority Payments for each such Series. If sufficient funds do not exist to pay in full all such Subordinate Class Priority Payments, such amounts shall be allocated among the Series of Subordinate Notes in the same proportion as the ratio of (x) the Subordinate Class Priority Payments of a particular Series of Subordinate Notes then Outstanding to (y) the aggregate Subordinate Class Priority Payments of all Series of Subordinate Notes then Outstanding; (5) To the Issuer, Partnership Priority Payments and the amounts required to be paid pursuant to the Head Lessor Margin Letter; (6) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to the then unpaid principal balance of such Series of Senior Notes; (7) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the then unpaid principal balance of such Series of Senior Notes; (8) To the Issuer, an amount equal to the Partnership Preferred Capital Payments; (9) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the related Supplement for such Series; (10) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the related Supplement for such Series; (11) To the Preferred Limited Partners, an amount equal to any Indemnity Amounts then due and owing pursuant to the terms of the Partnership Agreement; (12) To each Eligible Interest Rate Swap Counterparty, on a pro rata basis, the amount of any unpaid termination payments then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect; and (13) To the Issuer, any remaining amountamounts. Notwithstanding the foregoing paragraph, if the Notes have become due and payable following an Event of Default specified in clause (e) or (f) of the definition of “Event of Default” and the Indenture Trustee shall not have effected a sale of the assets pursuant to Section 6.16 hereof comprising the Trust Estate, any money collected by the Indenture Trustee in respect of the Trust Estate shall be applied in accordance with the priorities specified in Section 3.4 hereof.

Allocation of Money Collected. If the Notes of all Series have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded or annulled, any money collected by the Indenture Trustee pursuant to this Article or otherwise and any other monies that may be held or thereafter received by the Indenture Trustee as security for such Notes and the obligations secured hereby shall be applied, to the extent permitted by law, in the following order, at the date or dates fixed by the Indenture TrusteeTrustee by wire transfer of immediately available funds: (1) To the payment of all costs and expenses of collection incurred by the Indenture Trustee (including the reasonable fees and expenses of counsel to the Indenture Trustee) and of all other amounts due the Indenture Trustee under Section 905 hereof; and (2) To each Eligible Interest Rate Swap Counterparty, on a pro rata basis, an amount equal to the sum of (A) all the Indenture Trustee’s Fees then due and payable for all Series then Outstanding (provided, that such amounts shall not exceed Seventy-Five Thousand Dollars ($75,000) per annum without the prior approval of the Requisite Global Majority (not to be unreasonably withheld)) and (B) any amounts payable to the Indenture Trustee in accordance with the provisions of Section 403(e) hereof; (2) To the Director Services Provider in the amount of any unpaid fees (to the extent not previously paid) owing pursuant to the Director Services Agreement (not to exceed $25,000 per annum) (3) To the Manager, an amount equal to the sum of: (i) the Management Fee then due and payable, (ii) the amount of any Management Fee Arrearage, and (iii) any Excess Deposit then due and payable, but in each case only to the extent not previously withheld by the Manager in accordance with the terms of the Transaction Documents; (4) To the Manager, reimbursement for any Manager Advances; (5) To the Administrative Agent, the Administrative Agent Fees then due and payable; (6) To the Persons entitled thereto: (i) any auditing, accounting and related fees then due and payable which are classified as an Issuer Expense and (ii) any other Issuer Expenses then due and payable, so long as the aggregate amount paid pursuant to this clause (6) in any calendar year would not exceed Five Hundred Thousand Dollars ($500,000); (7) To each Series Enhancer, pro rata based on the amount of Premiums then due and payable, the amount of any Premium then due and payable pursuant to the terms of each applicable Enhancement Agreement; (8) To each Hedge Counterparty, the amount of any scheduled payments (other than but excluding termination payments) then due and payable pursuant to the terms of any Interest Rate Swap Hedge Agreement then in effect and (ii) any termination payment then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect to the extent (but only to the extent) that such termination payments were not caused by a default by the related Eligible Interest Rate Swap Counterparty;effect. (39) To the each Series Account for each Series of Senior Notes then Outstanding, an amount equal to the Senior Class Priority Payments (including reimbursements payable to any Series Enhancer for interest previously paid provided for in the related Enhancement Agreement) for each such Series. If ; provided, that if sufficient funds do not exist to pay in full all such Senior Class Priority Payments, such amounts shall be allocated among the all Series of Senior Notes in the same proportion as the ratio of (x) the Senior Class Priority Payments of a particular Series of Senior Notes then Outstanding on such Payment Date to (y) the aggregate Senior Class sum of the Priority Payments of for all Series of Senior Notes then Outstanding; (4) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the Subordinate Class Priority Payments for each such Series. If sufficient funds do not exist to pay in full all such Subordinate Class Priority Payments, such amounts shall be allocated among the Series of Subordinate Notes in the same proportion as the ratio of (x) the Subordinate Class Priority Payments of a particular Series of Subordinate Notes then Outstanding to (y) the aggregate Subordinate Class Priority Payments of all Series of Subordinate Notes then Outstanding; (5) To the Issuer, Partnership Priority Payments and the amounts required to be paid pursuant to the Head Lessor Margin Letter; (6) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to the then unpaid principal balance of on such Series of Senior Notes; (7) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the then unpaid principal balance of such Series of Senior Notes; (8) To the Issuer, an amount equal to the Partnership Preferred Capital Payments; (9) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the related Supplement for such SeriesPayment Date; (10) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the related Supplement for such Series; following on a pro rata basis: (11i) To the Preferred Limited Partners, an amount equal to any Indemnity Amounts then due and owing pursuant to the terms of the Partnership Agreement; (12) To each Eligible Interest Rate Swap Hedge Counterparty, on a pro rata basis, the amount of any unpaid termination payments then due and payable (including termination payments but excluding (x) any payments made pursuant to clause (8) above and (y) termination payments resulting from an “Event of Default” or a “Termination Event” (other than “Illegality” and “Tax Event”) (each as defined in the related Hedge Agreement) where the related Hedge Counterparty is the “Defaulting Party” or sole “Affected Party” (each as defined in the related Hedge Agreement)) pursuant to the terms of any Interest Rate Swap Hedge Agreement then in effect; and , and (13ii) To the Issuerto each Series of Notes then Outstanding, any remaining amount.pro rata based on unpaid principal amounts, until all Series of Notes have been paid in full;

Allocation of Money Collected. If the Notes of all Series have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded or and annulled, any money collected by the Indenture Trustee Agent with respect to the Notes pursuant to this Article (and any funds then held or otherwise thereafter deposited into the Issuer Collection Account) shall be applied in the following order: (i) to the appropriate financial institutions, all fees and expenses charged in connection with its maintenance of the Issuer Collection Account, all Co-Issuer Collection Accounts and any other monies that may be held or thereafter received by accounts provided for under the Indenture Trustee as security for such Notes shall be appliedTransaction Documents not to exceed $20,000.00 per annum; (ii) to the Manager, the Management Fee and, to the extent permitted by lawnot previously distributed, the Management Fee due on each prior Payment Date; (iii) to the Agent and the Noteholders, payment of all indemnity payments and reasonable costs and expenses incurred in connection with the following orderenforcement of its rights hereunder or under the Notes, ratably, without preference or priority of any kind; (iv) to the Noteholders, interest accrued on the Notes for the related Interest Period plus any accrued interest thereon remaining unpaid from any previous Interest Period, and interest on such overdue interest to the date such payment is made, at the date or dates fixed by Default Rate, but only to the Indenture Trustee:extent that payment of such interest on interest shall be legally enforceable; (1v) To the payment of all costs and expenses of collection incurred by the Indenture Trustee (including the reasonable fees and expenses of counsel to the Indenture TrusteeNoteholders, the Note Principal Payment for such Payment Date in reduction of the Note Principal Balance of the Notes; (vi) to the Noteholders, all remaining Distributable Cash until the Outstanding Note Balance and of any other Secured Obligations due the Noteholders pursuant to this Security Agreement have been paid in full; (vii) to any Hedge Counterparty, all other amounts due pursuant to the Indenture Trustee under Section 905 hereofrelated Hedge Agreement; (viii) to each Indemnified Party, pro rata, any Secured Obligations owed to it; (ix) to the Manager, the Issuer Management Fee and, to the extent not previously distributed, the Issuer Management Fee due on each prior Payment Date; and (2x) To each Eligible Interest Rate Swap Counterparty, on a pro rata basis, an amount equal to the sum of (i) any payments (other than termination payments) then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect and (ii) any termination payment then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect to the extent (but only to the extent) that Issuer or such termination payments were not caused by a default by the related Eligible Interest Rate Swap Counterparty; (3) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to the Senior Class Priority Payments (including reimbursements payable to any Series Enhancer for interest previously paid provided for in the related Enhancement Agreement) for each such Series. If sufficient funds do not exist to pay in full all such Senior Class Priority Payments, such amounts shall be allocated among the Series of Senior Notes in the same proportion party as the ratio of (x) the Senior Class Priority Payments of a particular Series of Senior Notes then Outstanding to (y) the aggregate Senior Class Priority Payments of Issuer may direct, all Series of Senior Notes then Outstanding; (4) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the Subordinate Class Priority Payments for each such Series. If sufficient funds do not exist to pay in full all such Subordinate Class Priority Payments, such amounts shall be allocated among the Series of Subordinate Notes in the same proportion as the ratio of (x) the Subordinate Class Priority Payments of a particular Series of Subordinate Notes then Outstanding to (y) the aggregate Subordinate Class Priority Payments of all Series of Subordinate Notes then Outstanding; (5) To the Issuer, Partnership Priority Payments and the amounts required to be paid pursuant to the Head Lessor Margin Letter; (6) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to the then unpaid principal balance of such Series of Senior Notes; (7) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the then unpaid principal balance of such Series of Senior Notes; (8) To the Issuer, an amount equal to the Partnership Preferred Capital Payments; (9) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the related Supplement for such Series; (10) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the related Supplement for such Series; (11) To the Preferred Limited Partners, an amount equal to any Indemnity Amounts then due and owing pursuant to the terms of the Partnership Agreement; (12) To each Eligible Interest Rate Swap Counterparty, on a pro rata basis, the amount of any unpaid termination payments then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect; and (13) To the Issuer, any remaining amountDistributable Cash.

Allocation of Money Collected. If the Notes of all Series have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded or annulled, any Any money collected by the Indenture Trustee pursuant to this Article or otherwise the remedies set forth in Section 8.03 (and any other monies that may be funds then held or thereafter received by the Indenture Trustee as security for such Notes Trustee) shall be applied, to the extent permitted by law, applied in the following order, at the date or dates fixed by the Indenture Trustee: (1) ; PROVIDED, HOWEVER, that the provisions of this Section 8.07 shall not preclude the Indenture Trustee from receiving indemnities satisfactory to it from or on behalf of the Noteholders against the costs, expenses and liabilities it may incur in acting in compliance with the written directions of the Majority Holders; provided, further, that any such indemnities shall not be withheld or offset from the amounts payable to any Noteholders pursuant to clauses FIFTH through SIXTEENTH below: First: To the Indenture Trustee under the Indenture, the Indenture Trustee Fees then due and any reasonable out-of pocket expenses due and owing to the Indenture Trustee; Second: to the Back-up Servicer, the Back-up Servicer Fee then due and all other amounts owing to the Back-up Servicer; Third: to the Servicer, the Servicer Fee then due, together with any accrued and unreimbursed Servicer Advances; Fourth: to the Swap Counterparty, the Issuers Swap Payment; Fifth: to the Class A Noteholders, the Interest Amount due on the Class A Notes; Sixth: to the Class B Noteholders, the Interest Amount due on the Class B Notes; Seventh: to the Class C Noteholders, the Interest Amount due on the Class C Notes; Eighth: to the Class D Noteholders, the Interest Amount due on the Class D Notes; Ninth: to the Class E Noteholders, the Interest Amount due on the Class E Notes; Tenth: to the Class F Noteholders, the Interest Amount due on the Class F Notes; Eleventh: to the Class A Noteholders, the Outstanding Note Principal Balance of the Class A Notes; Twelfth: to the Class B Noteholders, the Outstanding Note Principal Balance of the Class B Notes; Thirteenth: to the Class C Noteholders, the Outstanding Note Principal Balance of the Class C Notes; Fourteenth: to the Class D Noteholders, the Outstanding Note Principal Balance of the Class D Notes; 66 Fifteenth: to the Class E Noteholders, the Outstanding Note Principal Balance of the Class E Notes; Sixteenth: to the Class F Noteholders, the Outstanding Note Principal Balance of the Class F Notes; Seventeenth: to the payment of all reasonable costs and expenses of collection incurred by any Noteholder in connection with the Indenture Trustee (including enforcement of its rights under the reasonable fees and expenses Notes or any Transaction Documents, ratably, without preference or priorities of counsel any kind; Eighteenth: to the Indenture Trustee) and , to the payment of all any other amounts due to the Indenture Trustee under Section 905 hereofthe Indenture; and (2) To each Eligible Interest Rate Nineteenth: to the Swap Counterparty, on a pro rata basis, an amount equal any amounts relating to the sum of (i) any payments (other than termination payments) then due Swap Termination Payments; and payable pursuant Twentieth: to the terms of any Interest Rate Swap Agreement then in effect and (ii) any termination payment then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect to the extent (but only to the extent) that such termination payments were not caused by a default by the related Eligible Interest Rate Swap Counterparty; (3) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to the Senior Class Priority Payments (including reimbursements payable to any Series Enhancer for interest previously paid provided for in the related Enhancement Agreement) for each such Series. If sufficient funds do not exist to pay in full all such Senior Class Priority Payments, such amounts shall be allocated among the Series of Senior Notes in the same proportion as the ratio of (x) the Senior Class Priority Payments of a particular Series of Senior Notes then Outstanding to (y) the aggregate Senior Class Priority Payments of all Series of Senior Notes then Outstanding; (4) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the Subordinate Class Priority Payments for each such Series. If sufficient funds do not exist to pay in full all such Subordinate Class Priority Payments, such amounts shall be allocated among the Series of Subordinate Notes in the same proportion as the ratio of (x) the Subordinate Class Priority Payments of a particular Series of Subordinate Notes then Outstanding to (y) the aggregate Subordinate Class Priority Payments of all Series of Subordinate Notes then Outstanding; (5) To the Issuer, Partnership Priority Payments and the amounts required to be paid pursuant to the Head Lessor Margin Letter; (6) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to the then unpaid principal balance of such Series of Senior Notes; (7) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the then unpaid principal balance of such Series of Senior Notes; (8) To the Issuer, an amount equal to the Partnership Preferred Capital Payments; (9) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the related Supplement for such Series; (10) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the related Supplement for such Series; (11) To the Preferred Limited Partners, an amount equal to any Indemnity Amounts then due and owing pursuant to the terms of the Partnership Agreement; (12) To each Eligible Interest Rate Swap Counterparty, on a pro rata basis, the amount of any unpaid termination payments then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect; and (13) To the IssuerIssuers, any remaining amountamounts, PRO RATA, in accordance with their respective percentage ownership interest in the Contracts.

Allocation of Money Collected. If the Notes of all Series have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded or annulled, any money collected by the Indenture Trustee pursuant to this Article or otherwise and any other monies that may be held or thereafter received by the Indenture Trustee as security for such Notes and the obligations secured hereby shall be applied, to the extent permitted by law, in the following order, at the date or dates fixed by the Indenture TrusteeTrustee by wire transfer of immediately available funds: (1) To the payment of all costs and expenses of collection incurred by the Indenture Trustee (including the reasonable fees and expenses of counsel to the Indenture Trustee) and of all other amounts due the Indenture Trustee under Section 905 hereof; and (2) To each Eligible Interest Rate Swap Counterparty, on a pro rata basis, an amount equal to the sum of (A) all the Indenture Trustee’s Fees then due and payable for all Series then Outstanding (provided, that such amounts shall not exceed Seventy-Five Thousand Dollars ($75,000) per annum without the prior approval of the Requisite Global Majority (not to be unreasonably withheld)) and (B) any amounts payable to the Indenture Trustee in accordance with the provisions of Section 403(e) hereof; (2) To the Director Services Provider in the amount of any unpaid fees (to the extent not previously paid) owing pursuant to the Director Services Agreement (not to exceed $25,000 per annum) (3) To the Manager, an amount equal to the sum of: (i) the Management Fee then due and payable, (ii) the amount of any Management Fee Arrearage, and (iii) any Excess Deposit then due and payable, but in each case only to the extent not previously withheld by the Manager in accordance with the terms of the Transaction Documents; (4) To the Manager, reimbursement for any Manager Advances; (5) To the Administrative Agent, the Administrative Agent Xxxx then due and payable; (6) To the Persons entitled thereto: (i) any auditing, accounting and related fees then due and payable which are classified as an Issuer Expense and (ii) any other Issuer Expenses then due and payable, so long as the aggregate amount paid pursuant to this clause (6) in any calendar year would not exceed Five Hundred Thousand Dollars ($500,000); (7) To each Series Enhancer, pro rata based on the amount of Premiums then due and payable, the amount of any Premium then due and payable pursuant to the terms of each applicable Enhancement Agreement; (8) To each Hedge Counterparty, the amount of any scheduled payments (other than but excluding termination payments) then due and payable pursuant to the terms of any Interest Rate Swap Hedge Agreement then in effect and (ii) any termination payment then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect to the extent (but only to the extent) that such termination payments were not caused by a default by the related Eligible Interest Rate Swap Counterparty;effect. (39) To the each Series Account for each Series of Senior Notes then Outstanding, an amount equal to the Senior Class Priority Payments (including reimbursements payable to any Series Enhancer for interest previously paid provided for in the related Enhancement Agreement) for each such Series. If ; provided, that if sufficient funds do not exist to pay in full all such Senior Class Priority Payments, such amounts shall be allocated among the all Series of Senior Notes in the same proportion as the ratio of (x) the Senior Class Priority Payments of a particular Series of Senior Notes then Outstanding on such Payment Date to (y) the aggregate Senior Class sum of the Priority Payments of for all Series of Senior Notes then Outstanding; (4) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the Subordinate Class Priority Payments for each such Series. If sufficient funds do not exist to pay in full all such Subordinate Class Priority Payments, such amounts shall be allocated among the Series of Subordinate Notes in the same proportion as the ratio of (x) the Subordinate Class Priority Payments of a particular Series of Subordinate Notes then Outstanding to (y) the aggregate Subordinate Class Priority Payments of all Series of Subordinate Notes then Outstanding; (5) To the Issuer, Partnership Priority Payments and the amounts required to be paid pursuant to the Head Lessor Margin Letter; (6) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to the then unpaid principal balance of on such Series of Senior Notes; (7) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the then unpaid principal balance of such Series of Senior Notes; (8) To the Issuer, an amount equal to the Partnership Preferred Capital Payments; (9) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the related Supplement for such SeriesPayment Date; (10) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the related Supplement for such Series; following on a pro rata basis: (11i) To the Preferred Limited Partners, an amount equal to any Indemnity Amounts then due and owing pursuant to the terms of the Partnership Agreement; (12) To each Eligible Interest Rate Swap Hedge Counterparty, on a pro rata basis, the amount of any unpaid termination payments then due and payable (including termination payments but excluding (x) any payments made pursuant to clause (8) above and (y) termination payments resulting from an “Event of Default” or a “Termination Event” (other than “Illegality” and “Tax Event”) (each as defined in the related Hedge Agreement) where the related Hedge Counterparty is the “Defaulting Party” or sole “Affected Party” (each as defined in the related Hedge Agreement)) pursuant to the terms of any Interest Rate Swap Hedge Agreement then in effect; and , and (13ii) To the Issuerto each Series of Notes then Outstanding, any remaining amount.pro rata based on unpaid principal amounts, until all Series of Notes have been paid in full;

Allocation of Money Collected. If Subject to the following paragraph, if the Notes of all Series have been declared declared, have automatically become, or otherwise become due and payable following an Event of Default and such declaration and its consequences have or automatic acceleration has not been rescinded or annulled, any money collected by the Indenture Trustee pursuant to this Article or otherwise in respect of the Trust Estate and any other monies money that may be held or thereafter received by the Indenture Trustee as security for such Notes the Notes, including, without limitation, the amounts on deposit in the Reserve Account, shall be applied, to the extent permitted by law, applied in the following order, at the date or dates fixed by the Indenture Trustee:Trustee and, in case of the distribution of such money on account of principal or interest, without presentment of any Notes: 10 KL2 2889986.17 (1i) To the payment of all costs and expenses of collection incurred by the Indenture Trustee (including the reasonable fees and expenses of counsel to the Indenture Trustee, the Custodian and the Back-Up Servicer, ratably based on their respective entitlements, any unpaid amounts due under the Indenture; (ii) to the Qualified Hedge Counterparty, any payments due to the Hedge Counterparty under any Hedge Agreement, if any (other than any termination payment with respect to which the Qualified Hedge Counterparty is the “Defaulting Party” or the sole “Affected Party” (as such terms are defined in the applicable Hedge Agreement; (iii) to the Servicer, any unpaid Servicing Fees; provided, however, that immediately after receipt of such Servicing Fees, the Servicer shall remit the Issuer’s portion of any then due and owing Lockbox Bank Fees to each Lockbox Bank; (iv) to the Administrative Agent, any unpaid Administrative Agent Fees; (v) to each Purchaser, its Non-Usage Fees; (vi) to each Purchaser, its portion of the Interest Distribution Amount; (vii) to each Purchaser, all remaining amounts until the Outstanding Note Balance of the Notes is reduced to zero; (viii) to each Purchaser, its portion of the Deferred Interest Distribution Amount; (ix) to each Purchaser, to the extent applicable, all other amounts due and unpaid under any Transaction Document; (x) to the Indenture Trustee under Section 905 hereof; and (2) To each Eligible Interest Rate Swap Hedge Counterparty, on a pro rata basis, an amount equal to any amounts due under the sum of (i) any payments (other than termination payments) then due and payable pursuant to the terms of any Interest Rate Swap Agreement then Hedge Agreements not paid in effect and (ii) any termination payment then due above; and payable pursuant (xi) to the terms of any Interest Rate Swap Agreement then in effect to the extent (but only to the extent) that such termination payments were not caused by a default by the related Eligible Interest Rate Swap Counterparty; (3) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to the Senior Class Priority Payments (including reimbursements payable to any Series Enhancer for interest previously paid provided for in the related Enhancement Agreement) for each such Series. If sufficient funds do not exist to pay in full all such Senior Class Priority Payments, such amounts shall be allocated among the Series of Senior Notes in the same proportion as the ratio of (x) the Senior Class Priority Payments of a particular Series of Senior Notes then Outstanding to (y) the aggregate Senior Class Priority Payments of all Series of Senior Notes then Outstanding; (4) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the Subordinate Class Priority Payments for each such Series. If sufficient funds do not exist to pay in full all such Subordinate Class Priority Payments, such amounts shall be allocated among the Series of Subordinate Notes in the same proportion as the ratio of (x) the Subordinate Class Priority Payments of a particular Series of Subordinate Notes then Outstanding to (y) the aggregate Subordinate Class Priority Payments of all Series of Subordinate Notes then Outstanding; (5) To the Issuer, Partnership Priority Payments and the amounts required to be paid pursuant to the Head Lessor Margin Letter; (6) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to the then unpaid principal balance of such Series of Senior Notes; (7) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the then unpaid principal balance of such Series of Senior Notes; (8) To the Issuer, an amount equal to the Partnership Preferred Capital Payments; (9) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the related Supplement for such Series; (10) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the related Supplement for such Series; (11) To the Preferred Limited Partners, an amount equal to any Indemnity Amounts then due and owing pursuant to the terms of the Partnership Agreement; (12) To each Eligible Interest Rate Swap Counterparty, on a pro rata basis, the amount of any unpaid termination payments then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect; and (13) To the Issuer, any remaining amountamounts. Notwithstanding the foregoing paragraph, if the Notes have become due and payable following an Event of Default specified in clause (e) or (f) of the definition of “Event of Default” and the Indenture Trustee shall not have effected a sale of the assets pursuant to Section 6.16 hereof comprising the Trust Estate, any money collected by the Indenture Trustee in respect of the Trust Estate shall be applied in accordance with the priorities specified in Section 3.4 hereof.” Section 6.8 of the Indenture shall be amended by deleting the same in its entirety and replacing it with: “

Allocation of Money Collected. If Subject to the following paragraph, if the Notes of all Series have been declared declared, have automatically become, or otherwise become due and payable following an Event of Default and such declaration and its consequences have or automatic acceleration has not been rescinded or annulled, any money collected by the Indenture Trustee pursuant to this Article or otherwise in respect of the Trust Estate and any other monies money that may be held or thereafter received by the Indenture Trustee as security for such Notes the Notes, including, without limitation, the amounts on deposit in the Reserve Account, shall be applied, to the extent permitted by law, applied in the following order, at the date or dates fixed by the Indenture TrusteeTrustee and, in case of the distribution of such money on account of principal or interest, without presentment of any Notes: (1i) To the payment of all costs and expenses of collection incurred by the Indenture Trustee (including the reasonable fees and expenses of counsel to the Indenture Trustee) , the Custodian and of all other the Back-Up Servicer, ratably based on their respective entitlements, any unpaid amounts due under the Indenture Trustee under Section 905 hereof; andIndenture; (2ii) To each Eligible Interest Rate Swap to the Qualified Hedge Counterparty, on a pro rata basis, an amount equal any payments due to the sum of (i) Hedge Counterparty under any payments Hedge Agreement, if any (other than termination payments) then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect and (ii) any termination payment then due and payable pursuant with respect to which the Qualified Hedge Counterparty is the “Defaulting Party” or the sole “Affected Party” (as such terms of any Interest Rate Swap Agreement then are defined in effect to the extent (but only to the extent) that such termination payments were not caused by a default by the related Eligible Interest Rate Swap Counterpartyapplicable Hedge Agreement; (3iii) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to the Senior Class Priority Payments (including reimbursements payable to Servicer, any Series Enhancer for interest previously paid provided for in unpaid Servicing Fees; provided, however, that immediately after receipt of such Servicing Fees, the related Enhancement Agreement) for each such Series. If sufficient funds do not exist to pay in full all such Senior Class Priority Payments, such amounts Servicer shall be allocated among the Series of Senior Notes in the same proportion as the ratio of (x) the Senior Class Priority Payments of a particular Series of Senior Notes then Outstanding to (y) the aggregate Senior Class Priority Payments of all Series of Senior Notes then Outstanding; (4) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the Subordinate Class Priority Payments for each such Series. If sufficient funds do not exist to pay in full all such Subordinate Class Priority Payments, such amounts shall be allocated among the Series of Subordinate Notes in the same proportion as the ratio of (x) the Subordinate Class Priority Payments of a particular Series of Subordinate Notes then Outstanding to (y) the aggregate Subordinate Class Priority Payments of all Series of Subordinate Notes then Outstanding; (5) To remit the Issuer, Partnership Priority Payments and the amounts required to be paid pursuant to the Head Lessor Margin Letter; (6) To the Series Account for each Series ’s portion of Senior Notes then Outstanding, an amount equal to the then unpaid principal balance of such Series of Senior Notes; (7) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the then unpaid principal balance of such Series of Senior Notes; (8) To the Issuer, an amount equal to the Partnership Preferred Capital Payments; (9) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant Lockbox Bank Fees to the terms of the related Supplement for such Serieseach Lockbox Bank; (10iv) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series EnhancerAdministrative Agent, the Deal any unpaid Administrative Agent and each Noteholder) then due and owing pursuant to the terms of the related Supplement for such SeriesFees; (11v) To the Preferred Limited Partnersto each Purchaser, an amount equal its Non-Usage Fees; KL2 2787938.7 (vi) to any Indemnity Amounts then due and owing pursuant to the terms each Purchaser, its portion of the Partnership AgreementInterest Distribution Amount; (12) To each Eligible Interest Rate Swap Counterparty, on a pro rata basis, the amount of any unpaid termination payments then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect; and (13) To the Issuer, any remaining amount.

Allocation of Money Collected. If the Notes of all Series have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded or annulled, any money collected by the Indenture Trustee pursuant to this Article or otherwise and any other monies that may be held or thereafter received by the Indenture Trustee as security for such Notes and the obligations secured hereby shall be applied, to the extent permitted by law, in the following order, at the date or dates fixed by the Indenture TrusteeTrustee by wire transfer of immediately available funds: (1) To the payment of Indenture Trustee, all the Indenture Trustee's Fees then due and payable for all Series then Outstanding subject to the per annum dollar limitation in Section 905, plus any costs and expenses of collection incurred by the Indenture Trustee (including in enforcing any of the reasonable fees and expenses rights of counsel to the Indenture Trustee) and of all other amounts due the Indenture Trustee or the Noteholders hereunder or under Section 905 hereof; andany of the other Transaction Documents; (2) To the Administrative Agent, the Administrative Agent Fees then due and payable; (3) To the Manager, an amount equal to the sum of: (i) the Management Fee then due and payable, (ii) the amount of any Management Fee Arrearage, and (iii) any Excess Deposit then due and payable, but in each Eligible Interest Rate Swap Counterpartycase only to the extent not previously withheld by the Manager in accordance with the terms of the Transaction Documents; (4) To the Manager, the reimbursement for any Manager Advances; (5) To the Persons entitled thereto: (i) auditing, accounting and related fees then due and payable which are classified as an Issuer Expense, and (ii) any other Issuer Expenses, so long as the aggregate amount paid pursuant to this clause (5) in any calendar year would not exceed one million Dollars ($1,000,000); (6) To each Series Enhancer, on a pro rata basis, an based on the amount equal to of Premiums then due and payable, the sum amount of (i) any payments (other than termination payments) Premium then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect and (ii) any termination payment then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect to the extent (but only to the extent) that such termination payments were not caused by a default by the related Eligible Interest Rate Swap Counterpartyeach applicable Enhancement Agreement; (37) To each of the following on a pro rata basis: (i) to each Series Account for each Series of Senior Notes then Outstanding, an amount equal to the Senior Class Priority Payments (including reimbursements payable to any Series Enhancer for interest previously paid provided for in the related Enhancement Agreement) for each such SeriesSeries and (ii) to each Hedge Counterparty, the amount of any scheduled payments (but excluding termination payments then due and payable) pursuant to the terms of any Hedge Agreement then in effect. If sufficient funds do not exist to pay in full all such Senior Class Priority Payments, such amounts shall be allocated among the all Series of Senior Notes in the same proportion as the ratio of (x) the Senior Class Priority Payments of a particular Series of Senior Notes then Outstanding on such Payment Date to (y) the aggregate Senior Class sum of the Priority Payments of for all Series of Senior Notes then OutstandingOutstanding at such Payment Date; (48) To pay each of the amounts set forth in clause (i) and (ii) on a pro rata and a pari passu basis (based on amounts then due): (i) to each Series Account, the then unpaid principal balance of the related Notes (pro rata based on the amounts unpaid on the date on which such Event of Default first occurs) (including Reimbursement Amounts payable in respect thereof to the Series Enhancer), and (ii) to each Hedge Counterparty, the remaining amounts then due and payable under the related Hedge Agreement (excluding termination payments resulting from the breach of the applicable Hedge Agreement by such Hedge Counterparty), until such amounts are paid in full; (9) To each of the following on a pro rata basis: to the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the Subordinate Class Priority Payments for each such Series. If sufficient funds do not exist to pay in full all such Subordinate Class Priority Payments, such other amounts shall be allocated among the Series of Subordinate Notes in the same proportion as the ratio of (x) the Subordinate Class Priority Payments of a particular Series of Subordinate Notes then Outstanding to (y) the aggregate Subordinate Class Priority Payments of all Series of Subordinate Notes then Outstanding; (5) To the Issuer, Partnership Priority Payments due and the amounts required to be paid pursuant payable to the Head Lessor Margin Letter; (6) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to the then unpaid principal balance Noteholders of such Series of Senior Notes; (7) To and the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the then unpaid principal balance of such Series of Senior Notes; (8) To the Issuer, an amount equal to the Partnership Preferred Capital Payments; (9) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the related Series Enhancer, the Deal Agent if any, including, without limitation, Default Fees, increased costs, taxes and each Noteholder) then due and owing pursuant to the terms of indemnity payments identified in the related Supplement for such SeriesSupplement; (10) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the related Supplement for such Series; (11) To the Preferred Limited Partners, an amount equal to any Indemnity Amounts then due and owing pursuant to the terms of the Partnership Agreement; (12) To each Eligible Interest Rate Swap Hedge Counterparty, on a pro rata basis, all remaining amounts then due and owing (after giving effect to the amounts paid pursuant to clauses (7) and (8) above); (11) To the Indenture Trustee, any Indenture Trustee's Fees then due and payable, after giving effect to the payment made pursuant to clause (1) above but not subject to the per annum dollar limitation in Section 905; (12) To the Issuer, the amount of any unpaid termination indemnity payments then due and payable pursuant to the terms officers, directors and/or managers of the Issuer required to be made by the Issuer; (13) To the Manager, the amount of any Interest Rate Swap Agreement then in effectofficer and director indemnity payments required to be made by the Manager; and (1314) To the Issuer, any remaining amountmonies which may, any provision in the Transaction Documents to the contrary notwithstanding, be used by the Issuer for any purpose, including, without limitation, general corporate purposes, the distribution of dividends, repayment of debt, paying fees and expenses or any other purpose in the sole discretion of the Issuer.

Allocation of Money Collected. If the Notes of all Series have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded or annulled, any money collected by the Indenture Trustee pursuant to this Article or otherwise and any other monies that may be held or thereafter received by the Indenture Trustee as security for such Notes and the obligations secured hereby shall be applied, to the extent permitted by law, in the following order, at the date or dates fixed by the Indenture TrusteeTrustee by wire transfer of immediately available funds: (1) To the payment of all costs and expenses of collection incurred by the Indenture Trustee (including the reasonable fees and expenses of counsel to the Indenture Trustee) and of all other amounts due the Indenture Trustee under Section 905 hereof; and (2) To each Eligible Interest Rate Swap Counterparty, on a pro rata basis, an amount equal to the sum of (A) all the Indenture Trustee’s Fees then due and payable for all Series then Outstanding (provided, that such amounts shall not exceed Seventy-Five Thousand Dollars ($75,000) per annum without the prior approval of the Requisite Global Majority (not to be unreasonably withheld)) and (B) any amounts payable to the Indenture Trustee in accordance with the provisions of Section 403(e) hereof; (2) To the Director Services Provider in the amount of any unpaid fees (to the extent not previously paid) owing pursuant to the Director Services Agreement (not to exceed $25,000 per annum) (3) To the Manager, an amount equal to the sum of: (i) the Management Fee then due and payable, (ii) the amount of any Management Fee Arrearage, and (iii) any Excess Deposit then due and payable, but in each case only to the extent not previously withheld by the Manager in accordance with the terms of the Transaction Documents; (4) To the Manager, reimbursement for any Manager Advances; (5) To each of the following on a pro rata basis: (i) To the Transition Agent, any Transition Agent Fees then due and payable (not to exceed $6,000 per annum) and the payment of (or reimbursement for) any out-of-pocket expenses incurred by the Transition Agent related to the actual transfer from the Manager to a Back-up Manager and (ii) To the Back-up Manager, any Back-up Manager Fees then due and payable; (6) To the Persons entitled thereto: (i) any auditing, accounting and related fees then due and payable which are classified as an Issuer Expense and (ii) any other Issuer Expenses then due and payable, so long as the aggregate amount paid pursuant to this clause (6) in any calendar year would not exceed Five Hundred Thousand Dollars ($500,000); (7) To each Series Enhancer, pro rata based on the amount of Premiums then due and payable, the amount of any Premium then due and payable pursuant to the terms of each applicable Enhancement Agreement; (8) To each Hedge Counterparty, the amount of any scheduled payments (other than but excluding termination payments) then due and payable pursuant to the terms of any Interest Rate Swap Hedge Agreement then in effect and (ii) any termination payment then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect to the extent (but only to the extent) that such termination payments were not caused by a default by the related Eligible Interest Rate Swap Counterparty;effect. (39) To the each Series Account for each Series of Senior Notes then Outstanding, an amount equal to the Senior Class Priority Payments (including reimbursements payable to any Series Enhancer for interest previously paid provided for in the related Enhancement Agreement) for each such Series. If ; provided, that if sufficient funds do not exist to pay in full all such Senior Class Priority Payments, such amounts shall be allocated among the all Series of Senior Notes in the same proportion as the ratio of (x) the Senior Class Priority Payments of a particular Series of Senior Notes then Outstanding on such Payment Date to (y) the aggregate Senior Class sum of the Priority Payments of for all Series of Senior Notes then Outstanding; (4) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the Subordinate Class Priority Payments for each such Series. If sufficient funds do not exist to pay in full all such Subordinate Class Priority Payments, such amounts shall be allocated among the Series of Subordinate Notes in the same proportion as the ratio of (x) the Subordinate Class Priority Payments of a particular Series of Subordinate Notes then Outstanding to (y) the aggregate Subordinate Class Priority Payments of all Series of Subordinate Notes then Outstanding; (5) To the Issuer, Partnership Priority Payments and the amounts required to be paid pursuant to the Head Lessor Margin Letter; (6) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to the then unpaid principal balance of on such Series of Senior Notes; (7) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the then unpaid principal balance of such Series of Senior Notes; (8) To the Issuer, an amount equal to the Partnership Preferred Capital Payments; (9) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the related Supplement for such SeriesPayment Date; (10) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the related Supplement for such Series; following on a pro rata basis: (11i) To the Preferred Limited Partners, an amount equal to any Indemnity Amounts then due and owing pursuant to the terms of the Partnership Agreement; (12) To each Eligible Interest Rate Swap Hedge Counterparty, on a pro rata basis, the amount of any unpaid termination payments then due and payable (including termination payments but excluding (x) any payments made pursuant to clause (8) above and (y) termination payments resulting from an “Event of Default” or a “Termination Event” (other than “Illegality” and “Tax Event”) (each as defined in the related Hedge Agreement) where the related Hedge Counterparty is the “Defaulting Party” or sole “Affected Party” (each as defined in the related Hedge Agreement)) pursuant to the terms of any Interest Rate Swap Hedge Agreement then in effect; and , and (13ii) To the Issuerto each Series of Notes then Outstanding, any remaining amount.pro rata based on unpaid principal amounts, until all Series of Notes have been paid in full;

Allocation of Money Collected. If Subject to the following paragraph, if the Notes of all Series have been declared declared, have automatically become, or otherwise become due and payable following an Event of Default and such declaration and its consequences have or automatic acceleration has not been rescinded or annulled, any money collected by the Indenture Trustee pursuant to this Article or otherwise in respect of the Trust Estate and any other monies money that may be held or thereafter received by the Indenture Trustee as security for such Notes the Notes, including, without limitation, the amounts on deposit in the Reserve Account, shall be applied, to the extent permitted by law, applied in the following order, at the date or dates fixed by the Indenture TrusteeTrustee and, in case of the distribution of such money on account of principal or interest, without presentment of any Notes: (1i) To the payment of all costs and expenses of collection incurred by the Indenture Trustee (including the reasonable fees and expenses of counsel to the Indenture Trustee, the Custodian and the Back-Up Servicer, ratably based on their respective entitlements, any unpaid amounts due under the Indenture; (ii) to the Qualified Hedge Counterparty, any payments due to the Hedge Counterparty under any Hedge Agreement, if any (other than any termination payment with respect to which the Qualified Hedge Counterparty is the “Defaulting Party” or the sole “Affected Party” (as such terms are defined in the applicable Hedge Agreement; (iii) to the Servicer, any unpaid Servicing Fees; provided, however, that immediately after receipt of such Servicing Fees, the Servicer shall remit the Issuer’s portion of any then due and owing Lockbox Bank Fees to each Lockbox Bank; (iv) to the Administrative Agent, any unpaid Administrative Agent Fees; (v) to each Class A Noteholder and Class B Noteholder, its Non-Usage Fees pro rata based on the Class A Percentage Interest and the Class B Percentage Interest, respectively; (vi) to each Class A Noteholder, the Interest Distribution Amount for the Class A Notes based on the Class A Percentage Interest; (vii) to each Class A Noteholder, all remaining amounts until the Outstanding Note Balance of the Class A Notes is reduced to zero; (viii) to each Class B Noteholder, the Interest Distribution Amount for the Class B Notes based on the Class B Percentage Interest; (ix) to each Class B Noteholder, all remaining amounts until the Outstanding Note Balance of the Class B Notes is reduced to zero; (x) to each Class A Noteholder, its portion of the Deferred Interest Distribution Amount based on the Class A Percentage Interest; (xi) to each Class B Noteholder, its portion of the Deferred Interest Distribution Amount based on the Class B Percentage Interest; (xii) to each Purchaser, to the extent applicable, all other amounts due and unpaid under any Transaction Document; (xiii) to the Indenture Trustee Hedge Counterparty, any amounts due under Section 905 hereofthe Hedge Agreements not paid in (ii) above; and (2xiv) To each Eligible Interest Rate Swap Counterparty, on a pro rata basis, an amount equal to the sum of (i) any payments (other than termination payments) then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect and (ii) any termination payment then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect to the extent (but only to the extent) that such termination payments were not caused by a default by the related Eligible Interest Rate Swap Counterparty; (3) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to the Senior Class Priority Payments (including reimbursements payable to any Series Enhancer for interest previously paid provided for in the related Enhancement Agreement) for each such Series. If sufficient funds do not exist to pay in full all such Senior Class Priority Payments, such amounts shall be allocated among the Series of Senior Notes in the same proportion as the ratio of (x) the Senior Class Priority Payments of a particular Series of Senior Notes then Outstanding to (y) the aggregate Senior Class Priority Payments of all Series of Senior Notes then Outstanding; (4) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the Subordinate Class Priority Payments for each such Series. If sufficient funds do not exist to pay in full all such Subordinate Class Priority Payments, such amounts shall be allocated among the Series of Subordinate Notes in the same proportion as the ratio of (x) the Subordinate Class Priority Payments of a particular Series of Subordinate Notes then Outstanding to (y) the aggregate Subordinate Class Priority Payments of all Series of Subordinate Notes then Outstanding; (5) To the Issuer, Partnership Priority Payments and the amounts required to be paid pursuant to the Head Lessor Margin Letter; (6) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to the then unpaid principal balance of such Series of Senior Notes; (7) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the then unpaid principal balance of such Series of Senior Notes; (8) To the Issuer, an amount equal to the Partnership Preferred Capital Payments; (9) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the related Supplement for such Series; (10) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the related Supplement for such Series; (11) To the Preferred Limited Partners, an amount equal to any Indemnity Amounts then due and owing pursuant to the terms of the Partnership Agreement; (12) To each Eligible Interest Rate Swap Counterparty, on a pro rata basis, the amount of any unpaid termination payments then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect; and (13) To the Issuer, any remaining amountamounts. Notwithstanding the foregoing paragraph, if the Notes have become due and payable following an Event of Default specified in clause (e) or (f) of the definition of “Event of Default” and the Indenture Trustee shall not have effected a sale of the assets pursuant to Section 6.16 hereof comprising the Trust Estate, any money collected by the Indenture Trustee in respect of the Trust Estate shall be applied in accordance with the priorities specified in Section 3.4 hereof.

Allocation of Money Collected. If Subject to the following paragraph, if the Notes of all Series have been declared declared, have automatically become, or otherwise become due and payable following an Event of Default and such declaration and its consequences have or automatic acceleration has not been rescinded or annulled, any money collected by the Indenture Trustee pursuant to this Article or otherwise in respect of the Trust Estate and any other monies money that may be held or thereafter received by the Indenture Trustee as security for such Notes the Notes, including, without limitation, the amounts on deposit in the Reserve Account, shall be applied, to the extent permitted by law, applied in the following order, at the date or dates fixed by the Indenture TrusteeTrustee and, in case of the distribution of such money on account of principal or interest, without presentment of any Notes: (1i) To the payment of all costs and expenses of collection incurred by the Indenture Trustee (including the reasonable fees and expenses of counsel to the Indenture Trustee, the Custodian and the Back-Up Servicer, ratably based on their respective entitlements, any unpaid amounts due under the Indenture; (ii) to the Qualified Hedge Counterparty, any payments due to the Hedge Counterparty under any Hedge Agreement, if any (other than any termination payment with respect to which the Qualified Hedge Counterparty is the “Defaulting Party” or the sole “Affected Party” (as such terms are defined in the applicable Hedge Agreement; (iii) to the Servicer, any unpaid Servicing Fees; provided, however, that immediately after receipt of such Servicing Fees, the Servicer shall remit the Issuer’s portion of any then due and owing Lockbox Bank Fees to each Lockbox Bank; (iv) to the Administrative Agent, any unpaid Administrative Agent Fees; (v) to each Purchaser, its Non-Usage Fees; (vi) to each Purchaser, its portion of the Interest Distribution Amount; (vii) to each Purchaser, all remaining amounts until the Outstanding Note Balance of the Notes is reduced to zero (viii) to each Purchaser, to the extent applicable, all other amounts due and unpaid under any Transaction Document; (ix) to the Indenture Trustee Hedge Counterparty, any amounts due under Section 905 hereofthe Hedge Agreements not paid in (ii) above; and (2) To each Eligible Interest Rate Swap Counterparty, on a pro rata basis, an amount equal to the sum of (i) any payments (other than termination payments) then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect and (ii) any termination payment then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect to the extent (but only to the extent) that such termination payments were not caused by a default by the related Eligible Interest Rate Swap Counterparty; (3) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to the Senior Class Priority Payments (including reimbursements payable to any Series Enhancer for interest previously paid provided for in the related Enhancement Agreement) for each such Series. If sufficient funds do not exist to pay in full all such Senior Class Priority Payments, such amounts shall be allocated among the Series of Senior Notes in the same proportion as the ratio of (x) the Senior Class Priority Payments of a particular Series of Senior Notes then Outstanding to (y) the aggregate Senior Class Priority Payments of all Series of Senior Notes then Outstanding; (4) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the Subordinate Class Priority Payments for each such Series. If sufficient funds do not exist to pay in full all such Subordinate Class Priority Payments, such amounts shall be allocated among the Series of Subordinate Notes in the same proportion as the ratio of (x) the Subordinate Class Priority Payments of a particular Series of Subordinate Notes then Outstanding to (y) the aggregate Subordinate Class Priority Payments of all Series of Subordinate Notes then Outstanding; (5) To the Issuer, Partnership Priority Payments and the amounts required to be paid pursuant to the Head Lessor Margin Letter; (6) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to the then unpaid principal balance of such Series of Senior Notes; (7) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the then unpaid principal balance of such Series of Senior Notes; (8) To the Issuer, an amount equal to the Partnership Preferred Capital Payments; (9) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the related Supplement for such Series; (10) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the related Supplement for such Series; (11) To the Preferred Limited Partners, an amount equal to any Indemnity Amounts then due and owing pursuant to the terms of the Partnership Agreement; (12) To each Eligible Interest Rate Swap Counterparty, on a pro rata basis, the amount of any unpaid termination payments then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect; and (13) To the Issuer, any remaining amountamounts. Notwithstanding the foregoing paragraph, if the Notes have become due and payable following an Event of Default specified in clause (e) or (f) of the definition of “Event of Default” and the Indenture Trustee shall not have effected a sale of the assets pursuant to Section 6.16 hereof KL2 2878899.10 comprising the Trust Estate, any money collected by the Indenture Trustee in respect of the Trust Estate shall be applied in accordance with the priorities specified in Section 3.4 hereof.