Common use of Allocations and Payments Clause in Contracts

Allocations and Payments. (a) On each Determination Date, the Servicer shall calculate (i) the amount of funds on deposit in each of the Accounts and the amount of Available Funds, and (ii) as applicable, the Trustee Fee, the Backup Servicing Fee, the Servicing Fee, the Additional Servicing Fee, the Interest Distributable Amount, the Required Reserve Amount, the Reserve Fund Reimbursement Amount, the amount to be paid to Noteholders in respect of principal, and the amount payable by the Note Insurer pursuant to the Policy, which amounts shall be set forth in the Monthly Servicer Report for the related Payment Date. The Servicer shall send the Monthly Servicer Report to the Trustee and the Note Insurer by 11:00 a.m. New York, New York time on each such Determination Date. (b) On each Payment Date, the Trustee shall make the following payments from the applicable Accounts in the following order of priority and in the amounts set forth in the Monthly Servicer Report for such Payment Date; provided however, such payments shall be (i) to the Trustee (A) from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the sum of the Trustee Fee for such Payment Date, plus all accrued and unpaid Trustee Fees, if any, for prior Payment Dates, plus all reasonable out of pocket expenses (but only up to $200,000 during the term of this Agreement) to which the Trustee is entitled to payment (to the extent expressly set forth under this Agreement) provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall for disbursement to the Trustee in reduction of such shortfall; (ii) to the Servicer, from the Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the sum of the Servicing Fee for the related Collection Period, plus all accrued and unpaid Servicing Fees, if any, for prior Collection Periods (plus an amount equal to any Transition Fees then owing to the Successor Servicer, if any); (iii) to the Backup Servicer (A) from Available Funds transferred from the Collection Account to the Note Payment Account, the Backup Servicer Fee for such Payment Date, plus all accrued and unpaid Backup Servicer Fees, if any, for prior Payment Dates, plus all reasonable out of pocket expenses to which the Backup Servicer is entitled to payment (to the extent expressly set forth under this Agreement) provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall for disbursement to the Backup Servicer in reduction of such shortfall; (iv) to the Noteholders, pro rata, based on their respective Note Balances (A) from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the sum of the Interest Distributable Amount for such Payment Date, plus any outstanding amount of Interest Carryover Shortfall, if any, for prior Payment Dates provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account, are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such interest shortfall for disbursement to the Noteholders in reduction of such shortfall, and provided further that (C) if the amount described in clause (A) above remains unpaid after the application of amounts withdrawn from the Reserve Account in accordance with clause (B) above, the Trustee will withdraw from the amount remitted by the Note Insurer to the Note Payment Account for disbursement to the Noteholders in reduction of such shortfall an amount equal to the lesser of the amount then on deposit in the Note (v) for so long as no Insurer Default shall have occurred and be continuing, to the Note Insurer, (A) from Available Funds transferred from the Collection Account to the Note Payment Account the sum of (x) the Note Insurer Premium for such Payment Date, plus (y) all accrued but unpaid Note Insurer Premiums, if any, for prior Payment Dates plus (z) the aggregate amount of all other Note Insurer Obligations payable to the Note Insurer and outstanding on such Payment Date, provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amounts due the outstanding Note Insurer Obligations then payable, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall, and remit such lesser amount to the Note Insurer in reduction of such shortfall; (vi) to the Reserve Account, from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the lesser of remaining Available Funds and the Reserve Fund Reimbursement Amount for such Payment Date, if applicable; (vii) to the Successor Servicer, from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to (A) the Additional Servicing Fee for the related Collection Period, plus all accrued and unpaid Additional Servicing Fees, if any, for prior Collection Periods, provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall for disbursement to the Successor Servicer in reduction of such shortfall; (viii) to the Noteholders, pro rata based on their respective Note Balances, if such Payment Date is a Payment Date on which the Issuer is making or is required to make an Acquisition Payment, any remaining Available Funds transferred from the Collection Account to the Note Payment Account to the extent of the required Acquisition Payment; (ix) to the Noteholders, pro-rata, based on their respective Note Balances (A) any remaining Available Funds transferred from the Collection Account to the Note Payment Account in reduction of the Note Balance of the Notes, until such Note Balance is reduced to zero, (B) if such Payment Date is the Payment Date on which the Issuer is effecting an optional redemption of the Notes pursuant to Section 11.01, and there is an outstanding Note Balance after payment of the amounts described in clause (A) above, the Trustee will disburse to the Noteholders for payment on the Note Balance any amounts deposited in the Note Payment Account by the Issuer in respect of the Redemption Amount pursuant to Section 11.02, (C) if such Payment Date is the Final Payment Date or the Payment Date on which the Issuer is effecting an optional redemption of the Notes pursuant to Section 11.01, and there is an outstanding Note (x) remaining amounts in the following order of priority: (A) any of the Trustee's reasonable, out of pocket expenses to which the Trustee is entitled to payment (to the extent expressly set forth in this Agreement) which have exceeded $200,000 in the aggregate during the term of this Agreement; then to (B) any amounts which would have been paid to the Note Insurer under subsection (b)(v) but for the occurrence and continuation of an Insurer Default; and then

Allocations and Payments. (a) Allocations and Payments Prior to an Event of Default. On each Determination DateDate prior to an Event of Default, the Servicer Servicer, pursuant to written monthly payment instructions and notification (which shall calculate (i) accompany the amount of funds Monthly Servicer's Report delivered on deposit in each of such Determination Date), shall instruct the Accounts and the amount of Available FundsIndenture Trustee to withdraw, and (ii) as applicableon the succeeding Payment Date the Indenture Trustee acting in accordance with such written instructions shall withdraw, the Trustee Fee, amounts required to be withdrawn from the Backup Servicing Fee, Collection Account and shall make the Servicing Fee, the Additional Servicing Fee, the Interest Distributable Amount, the Required Reserve Amount, following payments or allocations from Available Funds plus deposits made from the Reserve Fund Reimbursement Amount, the amount to be paid to Noteholders in respect of principal, and the amount payable by the Note Insurer Account pursuant to the Policy, which amounts shall be set forth in the Monthly Servicer Report Section 7.05(f) for the related Payment Date. The Servicer shall send the Monthly Servicer Report to the Trustee and the Note Insurer by 11:00 a.m. New York, New York time on each such Determination Date. (b) On each Payment Date, the Trustee shall make the following payments from the applicable Accounts in the following order of priority and in the amounts set forth in the Monthly Servicer Report for such Payment Date; provided however, such payments shall bespecified below: (i) pay to the Trustee (A) from Available Funds transferred from Servicer the Collection Account to the Note Payment Accountreimbursement for Unreimbursed Servicer Advances and any amounts specified in Section 2.04 hereof, an amount equal to the sum of the Trustee Fee for such Payment Date, plus all accrued and unpaid Trustee Fees, if any, for prior Payment Dates, plus all reasonable out of pocket expenses (but only up to $200,000 during the term of this Agreement) to which the Trustee is entitled to payment (to the extent expressly set forth under this Agreement) provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described Servicer has not reimbursed itself in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount respect of such shortfall for disbursement to the Trustee in reduction of such shortfallamounts; (ii) pay to the Servicer, from the Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the sum of the Servicing Fee for the related Collection Period, plus all accrued and unpaid Servicing Fees, if any, for prior Collection Periods (plus an amount equal to any Transition Fees then owing to the Successor Servicer, if any); (iii) to (a) pay the Backup Servicer (A) from Available Funds transferred from the Collection Account to the Note Class A-1 Interest Payment AccountAmount, the Backup Servicer Fee for such Class A-2 Interest Payment Date, plus all accrued and unpaid Backup Servicer Fees, if any, for prior Payment Dates, plus all reasonable out of pocket expenses to which the Backup Servicer is entitled to payment (to the extent expressly set forth under this Agreement) provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) aboveAmount, the Trustee will withdraw from Class A-3 Interest Payment Amount, the Reserve Account an amount equal Class A-4 Interest Payment Amount, to the lesser each respective Holder of the amount then on deposit in the Reserve Account and Class A Notes; provided, that if the amount of Available Funds remaining to be allocated pursuant to this clause is less than the full amount required to be so paid, such shortfall for disbursement Available Funds shall be paid to the Backup Servicer in reduction Holders of such shortfallClass A Notes pro rata based on their respective entitlement pursuant to this clause, and (b) pay the Swap Counterparty, if applicable, the Swap Trust Payment; (iv) to the Noteholdersextent that (a) the Principal Amount of the Class A Notes outstanding on such Determination Date exceeds (b) the Contract Pool Principal Balance at the end of the related Collection Period, the Indenture Trustee shall retain the amount of such excess to pay the outstanding Principal Amount of the Notes as set forth in Section 7.05(d); (v) pay to the Holders of Class B Notes the Class B Interest Payment Amount, including any overdue interest; provided, that if the amount of Available Funds remaining to be allocated pursuant to this clause is less than the full amount required to be so paid, such Available Funds shall be paid to the Holders of Class B Notes pro rata, rata based on their respective Note Balances (A) from Available Funds transferred from the Collection Account entitlement pursuant to the Note Payment Account, an amount equal to the sum of the Interest Distributable Amount for such Payment Date, plus any outstanding amount of Interest Carryover Shortfall, if any, for prior Payment Dates provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account, are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such interest shortfall for disbursement to the Noteholders in reduction of such shortfall, and provided further that (C) if the amount described in clause (A) above remains unpaid after the application of amounts withdrawn from the Reserve Account in accordance with clause (B) above, the Trustee will withdraw from the amount remitted by the Note Insurer to the Note Payment Account for disbursement to the Noteholders in reduction of such shortfall an amount equal to the lesser of the amount then on deposit in the Note (v) for so long as no Insurer Default shall have occurred and be continuing, to the Note Insurer, (A) from Available Funds transferred from the Collection Account to the Note Payment Account the sum of (x) the Note Insurer Premium for such Payment Date, plus (y) all accrued but unpaid Note Insurer Premiums, if any, for prior Payment Dates plus (z) the aggregate amount of all other Note Insurer Obligations payable to the Note Insurer and outstanding on such Payment Date, provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amounts due the outstanding Note Insurer Obligations then payable, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall, and remit such lesser amount to the Note Insurer in reduction of such shortfallthis clause; (vi) to the Reserve Account, from Available Funds transferred from extent that (a) the Collection Account to sum of the Note Payment Account, an amount equal to Principal Amounts of the lesser of remaining Available Funds Class A Notes and the Reserve Fund Reimbursement Class B Notes outstanding on such Determination Date exceeds (b) the Contract Pool Principal Balance at the end of the related Collection Period minus any amount of principal retained by the Indenture Trustee in accordance with clause (iv) above, the Indenture Trustee shall retain the amount of such excess and shall apply the amount of such excess to pay the outstanding Principal Amount for such Payment Date, if applicableof the Notes as set forth in Section 7.05(d); (vii) pay to the Successor ServicerHolders of Class C Notes the Class C Interest Payment Amount, from Available Funds transferred from the Collection Account to the Note Payment Accountincluding any overdue interest; provided, an amount equal to (A) the Additional Servicing Fee for the related Collection Period, plus all accrued and unpaid Additional Servicing Fees, that if any, for prior Collection Periods, provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of Available Funds remaining to be allocated pursuant to this clause is less than the full amount required to be so paid, such shortfall for disbursement Available Funds shall be paid to the Successor Servicer in reduction Holders of such shortfallClass C Notes pro rata based on their respective entitlement pursuant to this clause; (viii) to the Noteholdersextent that (a) the sum of the Principal Amounts of the Class A Notes, Class B Notes and the Class C Notes outstanding on such Determination Date exceeds (b) the Contract Pool Principal Balance at the end of the related Collection Period minus any amount of principal amount retained by the Indenture Trustee in accordance with clauses (iv) and (vi) above, the Indenture Trustee shall retain the amount of such excess and shall apply the amount of such excess to pay the outstanding Principal Amount of the Notes as set forth in Section 7.05(d); (ix) pay to the Holders of Class D Notes the Class D Interest Payment Amount; provided, that if the amount of Available Funds remaining to be allocated pursuant to this clause is less than the full amount required to be so paid, such Available Funds shall be paid to the Holders of Class D Notes pro rata based on their respective Note Balances, if such Payment Date is a Payment Date on which the Issuer is making or is required entitlement pursuant to make an Acquisition Payment, any remaining Available Funds transferred from the Collection Account to the Note Payment Account this clause; (x) to the extent that (a) the sum of the required Acquisition PaymentPrincipal Amounts of the Class A Notes, Class B Notes, Class C Notes and Class D Notes outstanding on such Determination Date exceeds (b) the Contract Pool Principal Balance at the end of the related Collection Period minus any amount retained by the Indenture Trustee in accordance with clauses (iv), (vi) and (viii) above, the Indenture Trustee shall retain the amount of such excess and shall apply the amount of such excess to pay the outstanding Principal Amount of the Notes, as set forth in Section 7.05(d); (ixxi) transfer to the NoteholdersReserve Account any amount necessary to increase the Reserve Account Amount to the Specified Reserve Account Balance; (xii) the Indenture Trustee shall retain an amount equal to the excess of the Overcollateralization Principal Payment Amount, pro-rataminus any amount of principal retained by the Indenture Trustee in accordance with clauses (iv), (vi), (viii) and (x) above, and shall apply the amount of such excess to pay the outstanding Principal Amount of the Notes as set forth in Section 7.05(d); (xiii) pay to the Holders of the Class A-4 Notes the Class A-4 Supplemental Interest Payment Amount; provided, that if the amount of Available Funds remaining to be allocated pursuant to this clause is less than the full amount required to be so paid, such Available Funds shall be paid to the Holders of the Class A-4 Notes pro rata based on their respective Note Balances entitlement to this clause; (Axiv) any remaining Available Funds transferred from the Collection Account pay to the Note Payment Account in reduction of the Note Balance of the NotesTrustees, until such Note Balance is reduced concurrently and pro rata, any amounts owing thereto; (xv) pay to zero, (B) if such Payment Date is the Payment Date on which the Issuer is effecting an optional redemption of the Notes pursuant to Section 11.01, and there is an outstanding Note Balance after payment of the Swap Counterparty any amounts described in clause (A) above, the Trustee will disburse owing to the Noteholders for payment on the Note Balance Swap Counterparty, minus any amounts deposited in the Note Payment Account by the Issuer in respect of the Redemption Amount pursuant to Section 11.02, (C) if such Payment Date is the Final Payment Date or the Payment Date on which the Issuer is effecting an optional redemption of the Notes pursuant to Section 11.01, and there is an outstanding Note (x) remaining amounts in the following order of priority: (A) any of the Trustee's reasonable, out of pocket expenses to which the Trustee is entitled to payment (to the extent expressly set forth in this Agreement) which have exceeded $200,000 in the aggregate during the term of this Agreement; then to (B) any amounts which would have been amount paid to the Note Insurer under subsection Swap Counterparty pursuant to clause (b)(viii) but for above; and (xvi) pay any remaining amounts to the occurrence and continuation of an Insurer Default; and thenEquity Certificateholder.

Allocations and Payments. (a) Allocations and Payments Prior to an Event of Default or the Cumulative Net Loss Trigger is Exceeded. On each Determination DateDate prior to an Event of Default which is continuing or the Cumulative Loss Trigger is exceeded, the Servicer Servicer, pursuant to written monthly payment instructions and notification (which shall calculate (i) accompany the amount of funds Monthly Servicer’s Report delivered on deposit in each of such Determination Date), shall instruct the Accounts and the amount of Available FundsIndenture Trustee to withdraw, and (ii) as applicableon the succeeding Payment Date the Indenture Trustee acting in accordance with such written instructions shall withdraw, the Trustee Fee, amounts required to be withdrawn from the Backup Servicing Fee, Collection Account and shall make the Servicing Fee, the Additional Servicing Fee, the Interest Distributable Amount, the Required Reserve Amount, following payments or allocations from Available Funds plus deposits made from the Reserve Fund Reimbursement Amount, the amount to be paid to Noteholders in respect of principal, and the amount payable by the Note Insurer Account pursuant to the Policy, which amounts shall be set forth in the Monthly Servicer Report Section 7.05(e) for the related Payment Date. The Servicer shall send the Monthly Servicer Report to the Trustee and the Note Insurer by 11:00 a.m. New York, New York time on each such Determination Date. (b) On each Payment Date, the Trustee shall make the following payments from the applicable Accounts in the following order of priority and in the amounts set forth in the Monthly Servicer Report for such Payment Date; provided however, such payments shall bespecified below: (i) pay to the Trustee (A) from Available Funds transferred from Servicer, the Collection Account to the Note Payment Accountreimbursement for Unreimbursed Servicer Advances and any amounts specified in Section 2.04 hereof, an amount equal to the sum of the Trustee Fee for such Payment Date, plus all accrued and unpaid Trustee Fees, if any, for prior Payment Dates, plus all reasonable out of pocket expenses (but only up to $200,000 during the term of this Agreement) to which the Trustee is entitled to payment (to the extent expressly set forth under this Agreement) provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described Servicer has not reimbursed itself in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount respect of such shortfall for disbursement to the Trustee in reduction of such shortfallamounts; (ii) pay to the Servicer, from the Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the sum of the Servicing Fee for the related Collection Period, plus all accrued and unpaid Servicing Fees, if any, for prior Collection Periods (plus an amount equal to any Transition Fees then owing to the Successor Servicer, if any); (iii) to pay the Backup Servicer (A) from Available Funds transferred from the Collection Account to the Note Class [__] Interest Payment AccountAmount, the Backup Servicer Fee for such Class [__] Interest Payment Date, plus all accrued and unpaid Backup Servicer Fees, if any, for prior Payment Dates, plus all reasonable out of pocket expenses to which the Backup Servicer is entitled to payment (to the extent expressly set forth under this Agreement) provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) aboveAmount, the Trustee will withdraw from Class [__] Interest Payment Amount, the Reserve Account an amount equal Class [__] Interest Payment Amount, to the lesser each respective Holder of the amount then on deposit in the Reserve Account and Class [__] Notes; provided, that if the amount of Available Funds remaining to be allocated pursuant to this clause is less than the full amount required to be so paid, such shortfall for disbursement Available Funds shall be paid to the Backup Servicer in reduction Holders of such shortfall; (iv) to the Noteholders, pro rata, based on their respective Note Balances (A) from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the sum of the Interest Distributable Amount for such Payment Date, plus any outstanding amount of Interest Carryover Shortfall, if any, for prior Payment Dates provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account, are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such interest shortfall for disbursement to the Noteholders in reduction of such shortfall, and provided further that (C) if the amount described in clause (A) above remains unpaid after the application of amounts withdrawn from the Reserve Account in accordance with clause (B) above, the Trustee will withdraw from the amount remitted by the Note Insurer to the Note Payment Account for disbursement to the Noteholders in reduction of such shortfall an amount equal to the lesser of the amount then on deposit in the Note (v) for so long as no Insurer Default shall have occurred and be continuing, to the Note Insurer, (A) from Available Funds transferred from the Collection Account to the Note Payment Account the sum of (x) the Note Insurer Premium for such Payment Date, plus (y) all accrued but unpaid Note Insurer Premiums, if any, for prior Payment Dates plus (z) the aggregate amount of all other Note Insurer Obligations payable to the Note Insurer and outstanding on such Payment Date, provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amounts due the outstanding Note Insurer Obligations then payable, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall, and remit such lesser amount to the Note Insurer in reduction of such shortfall; (vi) to the Reserve Account, from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the lesser of remaining Available Funds and the Reserve Fund Reimbursement Amount for such Payment Date, if applicable; (vii) to the Successor Servicer, from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to (A) the Additional Servicing Fee for the related Collection Period, plus all accrued and unpaid Additional Servicing Fees, if any, for prior Collection Periods, provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall for disbursement to the Successor Servicer in reduction of such shortfall; (viii) to the Noteholders, Class [__] Notes pro rata based on their respective Note Balancesentitlement pursuant to this clause; (iv) pay to the Holders of Class [__] Notes, the Class [__] Interest Payment Amount, including any overdue interest; provided, that if such Payment Date the amount of Available Funds remaining to be allocated pursuant to this clause is a Payment Date on which less than the Issuer is making or is full amount required to make an Acquisition Paymentbe so paid, such Available Funds shall be paid to the Holders of Class [__] Notes pro rata based on their respective entitlement pursuant to this clause; (v) pay to the Holders of Class C Notes, the Class C Interest Payment Amount, including any overdue interest; provided, that if the amount of Available Funds remaining to be allocated pursuant to this clause is less than the full amount required to be so paid, such Available Funds shall be paid to the Holders of Class C Notes pro rata based on their respective entitlement pursuant to this clause; (vi) pay to the Holders of Class D Notes, the Class D Interest Payment Amount; provided, that if the amount of Available Funds remaining to be allocated pursuant to this clause is less than the full amount required to be so paid, such Available Funds shall be paid to the Holders of Class D Notes pro rata based on their respective entitlement pursuant to this clause; (vii) pay to the Class [__] Noteholders, the Class [__] Principal Payment Amount in the following priority; (A) to the Class [__] Noteholders, until the Principal Amount of the Class [__] Notes has been reduced to zero; (B) to the Class [__] Noteholders, until the Principal Amount of the Class [__] Notes has been reduced to zero (C) to the Class [__] Noteholders, until the Principal Amount of the Class [__] Notes has been reduced to zero; and (D) to the Class [__] Noteholders, until the Principal Amount of the Class [__] Notes has been reduced to zero; (E) pay to the Class [__] Noteholders, the Class [__] Principal Payment Amount; (F) pay to the Class C Noteholders, the Class C Principal Payment Amount; (G) pay to the Class D Noteholders, the Class D Principal Payment Amount; (H) pay to the Class [__] Noteholders, Reallocated Principal in the following priority; (I) to the Class [__] Noteholders, until the Principal Amount of the Class [__] Notes has been reduced to zero; (J) to the Class [__] Noteholders, until the Principal Amount of the Class [__] Notes has been reduced to zero; (K) to the Class [__] Noteholders, until the Principal Amount of the Class [__] Notes has been reduced to zero; and (L) to the Class [__] Noteholders, until the Principal Amount of the Class [__] Notes has been reduced to zero; (viii) pay to the Class [__] Noteholders, any remaining Available Funds transferred from Reallocated Principal until the Collection Account to the Note Payment Account to the extent Principal Amount of the required Acquisition PaymentClass [__] Notes has been reduced to zero; (ix) pay to the Class C Noteholders, pro-rata, based on their respective Note Balances (A) any remaining Available Funds transferred from Reallocated Principal until the Collection Account to the Note Payment Account in reduction Principal Amount of the Note Balance of the Notes, until such Note Balance is Class C Notes has been reduced to zero, (B) if such Payment Date is the Payment Date on which the Issuer is effecting an optional redemption of the Notes pursuant to Section 11.01, and there is an outstanding Note Balance after payment of the amounts described in clause (A) above, the Trustee will disburse to the Noteholders for payment on the Note Balance any amounts deposited in the Note Payment Account by the Issuer in respect of the Redemption Amount pursuant to Section 11.02, (C) if such Payment Date is the Final Payment Date or the Payment Date on which the Issuer is effecting an optional redemption of the Notes pursuant to Section 11.01, and there is an outstanding Note; (x) pay to the Class D Noteholders, any remaining Reallocated Principal until the Principal Amount of the Class D Notes has been reduced to zero; (xi) transfer to the Reserve Account any amount necessary to increase the Reserve Account Amount to the Specified Reserve Account Balance; (xii) pay to the Trustees, concurrently and pro rata, any amounts owing thereto under the Transaction Documents; and (xiii) pay any remaining amounts in the following order of priority: (A) any of the Trustee's reasonable, out of pocket expenses to which the Trustee is entitled to payment (to the extent expressly set forth in this Agreement) which have exceeded $200,000 in the aggregate during the term of this Agreement; then to (B) any amounts which would have been paid to the Note Insurer under subsection (b)(v) but for the occurrence and continuation of an Insurer Default; and thenEquity Certificateholder.

Allocations and Payments. (a) On each Determination DateBusiness Day during each Collection Period, funds available in the Collection Account will be applied by the Indenture Trustee (all in accordance with the Servicing Report) in the following order of priority (in each case to the extent of available funds in the Collection Account on such day after taking into account allocations and payments of a higher priority but subject to the rights of the Servicer and the Indenture Trustee pursuant to Article III and Article IV): (i) to the Advance Rents Reserve Sub-Account, until such sub-account contains an amount equal to the amount that the Obligors are required pursuant to Section 4.04 to have deposited to such sub-account on the Payment Date following such Collection Period; (ii) to the Impositions and Insurance Reserve Sub-Account, until such sub-account contains an amount equal to the amount that the Obligors are required pursuant to Section 4.03 to have deposited to such sub-account on the Payment Date following such Collection Period; (iii) in the following order, to the Indenture Trustee and the Servicer in an amount equal to the Indenture Trustee Fee, Servicing Fee, and Other Servicing Fees that remain unpaid from prior Payment Dates, then to the Indenture Trustee and the Servicer in respect of unreimbursed Advances, including Advance Interest thereon, and then to the payment of other Additional Issuer Expenses that remain unpaid from prior Payment Dates; (iv) to the Expense Reserve Sub-Account, until such sub-account contains an amount equal to the amount that the Obligors are required pursuant to Section 4.05 to have deposited to such sub-account on the Payment Date following such Collection Period; (v) to the Debt Service Sub-Account, an amount equal to the amount of Accrued Note Interest for all Notes due on the Payment Date following such Collection Period and, to the extent not previously paid, for all prior Payment Dates; (vi) to the Obligors, until the Obligors have received an amount equal to the Monthly Operating Expense Amount for the current Collection Period and, to the extent not previously paid, for all prior Collection Periods; (vii) to the Manager, the Servicer shall calculate amount necessary to pay the accrued and unpaid Management Fee accrued for the preceding Collection Period and, to the extent not previously paid, for all prior Collection Periods; (iviii) to the Obligors, the amount necessary to pay Operating Expenses of the Asset Entities for the current Collection Period in excess of the Monthly Operating Expense Amount that has been approved by the Servicer, if any; (ix) if an Amortization Period is not then in effect and no Event of Default has occurred and is continuing and the Principal Payment Amount for the following Payment Date is greater than zero, an amount equal to the Principal Payment Amount on such Payment Date together with any applicable Prepayment Consideration with respect thereto will be deposited in the Debt Service Sub-Account; (x) if a Cash Trap Condition is continuing and an Amortization Period is not then in effect and no Event of Default has occurred and is continuing, any amounts remaining in the Collection Account after making the allocations and payments described above will be deposited into the Cash Trap Reserve Sub-Account; (xi) during an Amortization Period, or during the continuation of an Event of Default, to the Debt Service Sub-Account until the amount on deposit therein is equal to the sum of (1) the then unpaid Class Principal Balance of the outstanding Notes, (2) the amounts required pursuant to clause (v) above, (3) the aggregate amount of Accrued Note Interest for all prior Interest Accrual Periods not paid to such holders as a consequence of a Value Reduction Amount, with interest thereon at the applicable Note Rate for the Notes of such Class and Series from the Payment Date on which each installment of such Accrued Note Interest was not paid to the date of payment thereof (such amount, the “Value Reduction Amount Interest Restoration Amount”), (4) any Prepayment Consideration payable in connection with the prepayment of the Notes and (5) the amount of funds on deposit in each of the Accounts Post-ARD Additional Interest and the amount of Available Funds, and (ii) as applicable, the Trustee Fee, the Backup Servicing Fee, the Servicing Fee, the Deferred Post-ARD Additional Servicing Fee, the Interest Distributable Amount, the Required Reserve Amount, the Reserve Fund Reimbursement Amount, the amount to be paid to Noteholders due in respect of principalthe Notes; and (xii) to pay any remaining amounts to, and or at the amount payable direction of, the Issuer. All such allocations by the Note Insurer pursuant to the Policy, which amounts Indenture Trustee shall be based on the information set forth in the Monthly Servicer Report for Servicing Report. Notwithstanding the related Payment Dateprovisions set forth above, the Indenture Trustee shall not be required to pay the amounts due under clauses (vi), (vii), (viii) or (xii) above, unless the amounts payable under such clauses exceeds $100,000 in the aggregate. The Servicer In addition, payments payable pursuant to such clauses shall send be remitted prior to 3:00 p.m. (New York City time) on such date; provided that any payments made on the Monthly Servicer Report last Business Day of any month shall be made prior to the Trustee and time the Note Insurer Federal Bank wire system is closed by 11:00 a.m. New York, the New York time Federal Reserve Bank on each such Determination DateBusiness Day. (b) On each Payment Date, funds available in the Trustee shall make Debt Service Sub-Account attributable to the following payments preceding Collection Period and any amounts that are required to be transferred from the applicable Accounts Cash Trap Reserve Sub-Account to the Debt Service Sub-Account on such Payment Date together with any Debt Service Advance for such Payment Date will be applied by the Indenture Trustee (all in accordance with the Servicing Report) in the following order of priority (in each case to the extent of available funds on such day after taking into account allocations and in payments of a higher priority but subject to the amounts set forth in rights of the Monthly Servicer Report for such Payment Date; provided however, such payments shall beand the Indenture Trustee pursuant to Article III and Article IV): (i) to the Trustee (A) from Available Funds transferred from holders of each Class of Notes in direct alphabetical order, in respect of interest pro rata based on the Collection Account amount of Accrued Note Interest of each such Note of such class on such Payment Date, up to the Note Payment Account, an amount equal to the sum of the Trustee Fee for such Payment Date, plus all accrued and unpaid Trustee Fees, if any, for prior Payment Dates, plus all reasonable out of pocket expenses (but only up to $200,000 during the term of this Agreement) to which the Trustee is entitled to payment (to the extent expressly set forth under this Agreement) provided that (B) if Available Funds transferred from the Collection Account to the Accrued Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount Interest of such shortfall for disbursement to the Trustee in reduction Class of such shortfallNotes; (ii) to the Servicerholders of each Class of Notes in direct alphabetical order, from the Available Funds transferred from the Collection Account to in respect of principal pro rata based on the Note Principal Balance of each such Note of such Class on such Payment AccountDate together with any applicable Prepayment Consideration then due in respect of such principal repayment, up to an amount equal to the sum Class Principal Balance of the Servicing Fee for the related Collection Period, plus all accrued such Class of Notes and unpaid Servicing Fees, if any, for prior Collection Periods (plus an amount equal to any Transition Fees then owing to the Successor Servicer, if any)such Prepayment Consideration; (iii) to the Backup Servicer (A) from Available Funds transferred from the Collection Account to the Note Payment Accountholders of each Class of Notes; in direct alphabetical order, the Backup Servicer Fee for such Payment Date, plus all accrued and unpaid Backup Servicer Fees, if any, for prior Payment Dates, plus all reasonable out of pocket expenses to which Value Reduction Amount Restoration Amount pro rata based upon the Backup Servicer is entitled to payment (to the extent expressly set forth under this Agreement) provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall for disbursement to the Backup Servicer in reduction of such shortfall;Value Reduction Amount Interest Restoration Amount; and (iv) to the Noteholdersholders of each Class of Notes, in direct alphabetical order, first, pro rata, rata based on their respective Note Balances (A) from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the sum of the Interest Distributable Amount for such Payment Date, plus any outstanding amount of Interest Carryover Shortfall, if any, for prior Payment Dates provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account, are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and upon the amount of such interest shortfall for disbursement to the Noteholders in reduction of such shortfall, and provided further that (C) if the amount described in clause (A) above remains unpaid after the application of amounts withdrawn from the Reserve Account in accordance with clause (B) above, the Trustee will withdraw from the amount remitted by the Note Insurer to the Note Payment Account for disbursement to the Noteholders in reduction of such shortfall an amount equal to the lesser of the amount then on deposit in the Note (v) for so long as no Insurer Default shall have occurred and be continuingPost ARD Additional Interest due, to the Note Insurer, (A) from Available Funds transferred from the Collection Account to the Note Payment Account the sum payment of (x) the Note Insurer Premium for such Payment Date, plus (y) all accrued but unpaid Note Insurer Premiums, if any, for prior Payment Dates plus (z) the aggregate amount of all other Note Insurer Obligations payable to the Note Insurer Post-ARD Additional Interest and outstanding on such Payment Date, provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amounts due the outstanding Note Insurer Obligations then payable, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall, and remit such lesser amount to the Note Insurer in reduction of such shortfall; (vi) to the Reserve Account, from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the lesser of remaining Available Funds and the Reserve Fund Reimbursement Amount for such Payment Date, if applicable; (vii) to the Successor Servicer, from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to (A) the Additional Servicing Fee for the related Collection Period, plus all accrued and unpaid Additional Servicing Fees, if any, for prior Collection Periods, provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall for disbursement to the Successor Servicer in reduction of such shortfall; (viii) to the Noteholdersthen, pro rata based on their respective Note Balancesthe amount of Deferred Post-ARD Additional Interest due, if to the payment of all Deferred Post-ARD Additional Interest due on such Payment Date is Class of Notes. For the avoidance of doubt, funds that have been deposited in the Lock Box Account during a Payment Date on which the Issuer is making or is required Collection Period that are transferred to make an Acquisition Payment, any remaining Available Funds transferred from the Collection Account after the end of such Collection Period shall be deemed to be attributable to the Note Payment Account to Collection Period in which such funds were deposited into the extent of the required Acquisition Payment; (ix) to the Noteholders, pro-rata, based on their respective Note Balances (A) any remaining Available Funds transferred from the Collection Account to the Note Payment Account in reduction of the Note Balance of the Notes, until such Note Balance is reduced to zero, (B) if such Payment Date is the Payment Date on which the Issuer is effecting an optional redemption of the Notes pursuant to Section 11.01, and there is an outstanding Note Balance after payment of the amounts described in clause (A) above, the Trustee will disburse to the Noteholders for payment on the Note Balance any amounts deposited in the Note Payment Account by the Issuer in respect of the Redemption Amount pursuant to Section 11.02, (C) if such Payment Date is the Final Payment Date or the Payment Date on which the Issuer is effecting an optional redemption of the Notes pursuant to Section 11.01, and there is an outstanding Note (x) remaining amounts in the following order of priority: (A) any of the Trustee's reasonable, out of pocket expenses to which the Trustee is entitled to payment (to the extent expressly set forth in this Agreement) which have exceeded $200,000 in the aggregate during the term of this Agreement; then to (B) any amounts which would have been paid to the Note Insurer under subsection (b)(v) but for the occurrence and continuation of an Insurer Default; and thenLock Box Account.

Allocations and Payments. (a) On each Determination Date, the Servicer shall calculate calculate, (i) the amount of funds on deposit in each of the Accounts and the amount of Available Funds, and (ii) as applicable, the Trustee Fee, the Backup Servicing Fee, the Servicing Fee, the Additional Servicing Fee, the Interest Distributable Amount, the Required Reserve Amount, the Reserve Fund Reimbursement Amount, the amount to be paid to Noteholders in respect of principal, and the amount payable by the Note Insurer pursuant to the Policy, which amounts shall be set forth in the Monthly Servicer Report for the related Payment Date. The Servicer shall send the Monthly Servicer Report to the Trustee and the Note Insurer by 11:00 a.m. New York, New York time on each such Determination Date. (b) On each Payment Date, the Trustee shall make the following payments from the applicable Accounts in the following order of priority and in the amounts set forth in the Monthly Servicer Report for such Payment Date; provided however, that such payments shall bebe made only to the extent of funds then on deposit in the applicable Account, and provided, further that payments from the -------- ------- Note Payment Account shall be made only on the Payment Date: (i) to the Trustee (A) from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the sum of the Trustee Fee for such Payment Date, plus all accrued and unpaid Trustee Fees, if any, for prior Payment Dates, plus all ---- reasonable out of pocket expenses (but only up to $200,000 during the term of this Agreement) to which the Trustee is entitled to payment (to the extent expressly set forth under this Agreement) provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall for disbursement to the Trustee in reduction of such shortfall; (ii) to the Servicer, from the Available Funds transferred from the Collection Account to the Note Payment Account, to the Servicer, an amount equal to the sum of the Servicing Fee for the related Collection Period, plus all accrued and ---- unpaid Servicing Fees, if any, for prior Collection Periods (Periods, plus an amount ---- equal to any Transition Fees then owing to the Successor Servicer, if any, (which expenses and costs, including any amount reimbursed, will not exceed $75,000); (iii) to the Backup Servicer (A) from Available Funds transferred from the Collection Account to the Note Payment Account, the Backup Servicer Fee for such Payment Date, plus all accrued and unpaid Backup Servicer ---- Fees, if any, for prior Payment Dates, plus all reasonable out of pocket ---- expenses (but only up to $100,000 during the term of this Agreement) to which the Backup Servicer is entitled to payment (to the extent expressly set forth under this Agreement) provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall for disbursement to the Backup Servicer in reduction of such shortfall; (iv) to the Noteholders, pro rata, based on their respective Note Balances (A) from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the sum of the Interest Distributable Amount for such Payment Date, Date plus any outstanding amount of Interest Carryover Shortfall, if any, for prior Payment Dates provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account, are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such interest shortfall for disbursement to the Noteholders in reduction of such shortfall, and provided further that (C) if the amount described in clause (A) above remains unpaid after the application of amounts withdrawn from the Reserve Account in accordance with clause (B) above, the Trustee will withdraw from the amount remitted by the Note Insurer to the Note Payment Account for disbursement to the Noteholders in reduction of such shortfall an amount equal to the lesser of the amount then on deposit in the NoteNote Payment Account pursuant to a payment by the Note Insurer and the amount of such interest shortfall; (v) for so long as no Insurer Default shall have occurred and be continuing, to the Note Insurer, (A) from Available Funds transferred from the Collection Account to the Note Payment Account the sum of (x) the Note Insurer Premium for such Payment Date, plus (y) all ---- accrued but unpaid Note Insurer Premiums, if any, for prior Payment Dates plus ---- (z) the aggregate amount of all other Note Insurer Obligations payable to the Note Insurer and outstanding on such Payment Date, provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amounts due the outstanding Note Insurer Obligations then payable, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall, and remit such lesser amount to the Note Insurer in reduction of such shortfall; (vi) to the Reserve Account, from Available Funds transferred from the Collection Account to the Note Payment Account, to the Reserve Account, an amount equal to the lesser of remaining Available Funds and the Reserve Fund Reimbursement Amount for such Payment Date, if applicable; (vii) to the Successor Servicer, Servicer (A) from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to (A) the Additional Servicing Fee for the related Collection Period, plus ---- all accrued and unpaid Additional Servicing Fees, if any, for prior Collection Periods, provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall for disbursement to the Successor Servicer in reduction of such shortfall; (viii) to the Noteholders, pro rata based on their respective Note Balances, if such Payment Date is a Payment Date on which the Issuer is making or is required to make an Acquisition Payment, any remaining Available Funds transferred from the Collection Account to the Note Payment Account to the extent of the required Acquisition Payment; (ix) to the Noteholders, pro-rata, based on their respective --- ---- Note Balances (A) any remaining Available Funds transferred from the Collection Account to the Note Payment Account in reduction of the Note Balance of the Notes, until such the Note Balance is reduced to zero, (B) if such Payment Date is the Payment Date on which the Issuer is effecting an optional redemption of the Notes pursuant to Section 11.0110.01, and there is an outstanding Note Balance after payment of the amounts described in clause (A) above, the Trustee will disburse to the Noteholders for payment on the Note Balance any amounts deposited in the Note Payment Account by the Issuer in respect of the Redemption Amount pursuant to Section 11.0210.02, (C) if such Payment Date is the Final Payment Date or the Payment Date on which the Issuer is effecting an optional redemption of the Notes pursuant to Section 11.0110.01, and there is an outstanding NoteNote Balance (after payment of the amounts described in clauses (A) and (B) above), the Trustee will withdraw from all remaining funds on deposit in the Collection Account and remit to the Note Payment Account, an amount equal to the lesser of the amount then on deposit in the Collection Account and the amount of the outstanding Note Balance and remit such lesser amount to the Noteholders in reduction of the outstanding Note Balance, (D) if on the Final Payment Date there is an outstanding Note Balance (after payment of the amounts described in clauses (A), (B) and (C) above), the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of the outstanding Note Balance and remit such lesser amount to the Noteholders in reduction of the outstanding Note Balance, and (E) if on the Final Payment Date there is an outstanding Note Balance after all amounts have been withdrawn from the Reserve Account in accordance with clause (D) above, the Trustee will disburse to the Noteholders for payment on the Note Balance any amounts deposited in the Note Payment Account by the Note Insurer; and (xix) remaining amounts in the following order of priority: (A) any of the Trustee's reasonable, out of pocket expenses to which the Trustee is entitled to payment (to the extent expressly set forth in this Agreement) which have exceeded $200,000 in the aggregate during the term of this Agreement; then to (B) any of the Backup Servicer's reasonable out of pocket expenses to which the Backup Servicer is entitled to payment (to the extent expressly set forth in this Agreement) which have exceeded $100,000 in the aggregate during the term of this Agreement; then to (C) any amounts which would have been paid to the Note Insurer under subsection (b)(v) but for the occurrence and continuation of an Insurer Default; and thenthen (D) to the Issuer. (c) The Servicer shall on each Payment Date instruct the Trustee to distribute to each Noteholder of record on the related Record Date by wire transfer of immediately available funds, the amount to be paid to such Noteholder in respect of the related Note on such Payment Date. The Servicer shall on each Payment Date instruct the Trustee to distribute to the Note Insurer by wire transfer of immediately available funds, the amount to be paid to the Note Insurer on such Payment Date.

Allocations and Payments. (a) On each Determination Date, the Servicer shall calculate (i) the amount of funds on deposit in each of the Accounts and the amount of Available Funds, and (ii) as applicable, the Trustee Fee, the Backup Servicing Fee, the Servicing Fee, the Additional Servicing Fee, the average daily Note Balance for the Collection Period, the Interest Distributable Amount, the Required Reserve Amount, the Reserve Fund Reimbursement Amount, the amount aggregate Principal Distributable Amount, the unpaid Note Balance before and after giving effect to be paid to Noteholders in respect of principalany Principal Distributable Amount, the Prepayment Amount, the Release Payment, the Facility Fee, and the amount payable by the Note Insurer pursuant to the Policy, which amounts shall be set forth in the Monthly Servicer Report for the related Payment Date. The Servicer shall send the Monthly Servicer Report to the Trustee and the Note Insurer by 11:00 a.m. New York, New York time on each such Determination Date. (b) On each Payment Date, the Trustee shall make the following payments from the applicable Accounts in the following order of priority and in the amounts set forth in the Monthly Servicer Report for such Payment Date; provided however, such payments shall bebe made only to the extent of funds then on deposit in the applicable Account, and provided further that payments from the Note Payment Account shall be made only on the Payment Date. (i) to the Trustee (A) from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the sum of the Trustee Fee for such Payment Date, plus all accrued and unpaid Trustee Fees, if any, for prior Payment Dates, plus all reasonable out of pocket expenses (but only up to $200,000 during the term of this Agreement) to which the Trustee is entitled to payment (to the extent expressly set forth under this Agreement) provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall for disbursement to the Trustee in reduction of such shortfall;. (ii) to the Servicer, from the Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the sum of the Servicing Fee for the related Collection Period, plus all accrued and unpaid Servicing Fees, if any, for prior Collection Periods (plus an amount equal to any Transition Fees then owing to the Successor Servicer, if any); (iii) to the Backup Servicer (A) from Available Funds transferred from the Collection Account to the Note Payment Account, the Backup Servicer Fee for such Payment Date, plus all accrued and unpaid Backup Servicer Fees, if any, for prior Payment Dates, plus all reasonable out of pocket expenses to which the Backup Servicer is entitled to payment (to the extent expressly set forth under this Agreement) provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount 38 44 described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall for disbursement to the Backup Servicer in reduction of such shortfall; (iv) to the Noteholders, pro rata, based on their respective Note Balances (A) from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the sum of the Interest Distributable Amount for such Payment Date, plus any outstanding amount of Interest Carryover Shortfall, if any, for prior Payment Dates provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account, are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such interest shortfall for disbursement to the Noteholders in reduction of such shortfall, and provided further that (C) if the amount described in clause (A) above remains unpaid after the application of amounts withdrawn from the Reserve Account in accordance with clause (B) above, the Trustee will withdraw from the amount remitted by the Note Insurer to the Note Payment Account for disbursement to the Noteholders in reduction of such shortfall an amount equal to the lesser of the amount then on deposit in the NoteNote Payment Account pursuant to a payment by the Note Insurer and the amount of such interest shortfall; (v) for so long as no Insurer Default shall have occurred and be continuing, to the Note Insurer, (A) from Available Funds transferred from the Collection Account to the Note Payment Account the sum of (x) the Note Insurer Premium for such Payment Date, plus (y) all accrued but unpaid Note Insurer Premiums, if any, for prior Payment Dates plus (z) the aggregate amount of all other Note Insurer Obligations payable to the Note Insurer and outstanding on such Payment Date, provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amounts due the outstanding Note Insurer Obligations then payable, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall, and remit such lesser amount to the Note Insurer in reduction of such shortfall; (vi) to the Reserve Account, from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the lesser of remaining Available Funds and the Reserve Fund Reimbursement Amount for such Payment Date, if applicable; (vii) to the Successor Servicer, from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to (A) the Additional Servicing Fee for the related Collection Period, plus all accrued and unpaid Additional Servicing Fees, if any, for prior Collection Periods, provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall for disbursement to the Successor Servicer in reduction of such shortfall; (viii) to the Noteholders, pro rata, based on their respective Note Balances (or, at such time as the Note Balance is zero, based on the Maximum Principal Amount of their 39 45 respective Notes) from Available Funds transferred from the Collection Accounts to the Note Payment Account, an amount equal to the Facility Fee for such Payment Date, plus any outstanding amount of Facility Fee, if any, for prior Payment Dates; (ix) to the Noteholders, pro rata based on their respective Note Balances, if such Payment Date is a Payment Date on which the Issuer is effecting an optional prepayment pursuant to Section 11.05 or 11.06, (A) any remaining Available Funds transferred from the Collection Account to the Note Payment Account to the extent of the Prepayment Amount, and (B) if any portion of the Prepayment Amount is unpaid after payment of the amounts described in clause (A) above, the Trustee will disburse to the Noteholders for payment on the Prepayment Amount any amounts deposited in the Note Payment Account by the Issuer in respect of the Prepayment Amount pursuant to Section 11.07; (x) to the Noteholders, pro rata based on their respective Note Balances, if such Payment Date is a Payment Date on which the Issuer is making or is required to make an Acquisition a Release Payment, any remaining Available Funds transferred from the Collection Account to the Note Payment Account to the extent of the required Acquisition Release Payment; (ixxi) to the Noteholders, pro-rata, based on their respective Note Balances (A) any remaining Available Funds transferred from the Collection Account to the Note Payment Account in reduction of the Note Balance of the Notes, until such Note Balance is reduced to zero, (B) if such Payment Date is the Payment Date on which the Issuer is effecting an optional redemption of the Notes pursuant to Section 11.01, and there is an outstanding Note Balance after payment of the amounts described in clause (A) above, the Trustee will disburse to the Noteholders for payment on the Note Balance any amounts deposited in the Note Payment Account by the Issuer in respect of the Redemption Amount pursuant to Section 11.02, (C) if such Payment Date is the Final Payment Date or the Payment Date on which the Issuer is effecting an optional redemption of the Notes pursuant to Section 11.01, and there is an outstanding NoteNote Balance (after payment of the amounts described in clauses (A) and (B) above), the Trustee will withdraw from all remaining funds on deposit in the Collection Account and remit to the Note Payment Account, an amount equal to the lesser of the amount then on deposit in the Collection Account and the amount of the outstanding Note Balance and remit such lesser amount to the Noteholders in reduction of the outstanding Note Balance, (D) if on the Final Payment Date there is an outstanding Note Balance (after payment of the amounts described in clauses (A), (B) and (C) above), the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of the outstanding Note Balance and remit such lesser amount to the Noteholders in reduction of the outstanding Note Balance, and (E) if on the Final Payment Date there is an outstanding Note Balance after all amounts have been withdrawn from the Reserve Account in accordance with clause (D) above, the Trustee will disburse to the Noteholders for payment on the Note Balance any amounts deposited in the Note Payment Account by the Note Insurer; and (xxii) remaining amounts in the following order of priority: (A) any of the Trustee's reasonable, out of pocket expenses to which the Trustee is entitled to payment (to the extent expressly set forth in this Agreement) which have exceeded $200,000 in the aggregate during the term of this Agreement; then to (B) any amounts which would have been paid to the Note Insurer under subsection (b)(v) but for the occurrence and continuation of an Insurer Default; and thenthe

Allocations and Payments. (a) On each Determination Date, the Servicer shall calculate (i) the amount of funds on deposit in each of the Accounts and the amount of Available Funds, and (ii) as applicable, the Trustee Fee, the Backup Servicing Fee, the Servicing Fee, the Additional Servicing Fee, the Interest Distributable Amount, the Required Reserve Amount, the Reserve Fund Reimbursement Amount, the amount to be paid to Noteholders in respect of principal, and the amount payable by the Note Insurer pursuant to the Policy, which amounts shall be set forth in the Monthly Servicer Report for the related Payment Date. The Servicer shall send the Monthly Servicer Report to the Trustee and the Note Insurer by 11:00 a.m. New York, New York time on each such Determination Date. (b) On each Payment Date, the Trustee shall make the following payments from the applicable Accounts in the following order of priority and in the amounts set forth in the Monthly Servicer Report for such Payment Date; provided however, such payments shall beMonthly (i) to the Trustee (A) from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the sum of the Trustee Fee for such Payment Date, plus all accrued and unpaid Trustee Fees, if any, for prior Payment Dates, plus all reasonable out of pocket expenses (but only up to $200,000 during the term of this Agreement) to which the Trustee is entitled to payment (to the extent expressly set forth under this Agreement) provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall for disbursement to the Trustee in reduction of such shortfall; (ii) to the Servicer, from the Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the sum of the Servicing Fee for the related Collection Period, plus all accrued and unpaid Servicing Fees, if any, for prior Collection Periods (plus an amount equal to any Transition Fees of $100,000 or less then owing to the Successor Servicer, if any); (iii) to the Backup Servicer (A) from Available Funds transferred from the Collection Account to the Note Payment Account, the Backup Servicer Fee for such Payment Date, plus all accrued and unpaid Backup Servicer Fees, if any, for prior Payment Dates, plus all reasonable out of pocket expenses to which the Backup Servicer is entitled to payment (to the extent expressly set forth under this Agreement) provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall for disbursement to the Backup Servicer in reduction of such shortfall; (iv) to the Noteholders, pro rata, based on their respective Note Balances (A) from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the sum of the Interest Distributable Amount for such Payment Date, plus any outstanding amount of Interest Carryover Shortfall, if any, for prior Payment Dates provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account, are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such interest shortfall for disbursement to the Noteholders in reduction of such shortfall, and provided further that (C) if the amount described in clause (A) above remains unpaid after the application of amounts withdrawn from the Reserve Account in accordance with clause (B) above, the Trustee will withdraw from the amount remitted by the Note Insurer to the Note Payment Account for disbursement to the Noteholders in reduction of such shortfall an amount equal to the lesser of the amount then on deposit in the Noteon (v) for so long as no Insurer Default shall have occurred and be continuing, to the Note Insurer, (A) from Available Funds transferred from the Collection Account to the Note Payment Account the sum of (x) the Note Insurer Base Premium for such Payment Date, plus (y) all accrued but unpaid Note Insurer Base Premiums, if any, for prior Payment Dates plus (z) the aggregate amount of all other Note Insurer Obligations payable to the Note Insurer and outstanding on such Payment Date, except for any Note Insurer Additional Premiums, provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amounts due the outstanding Note Insurer Obligations then payable, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall, and remit such lesser amount to the Note Insurer in reduction of such shortfall; (vi) to the Reserve Account, from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the lesser of remaining Available Funds and the Reserve Fund Reimbursement Amount for such Payment Date, if applicable; (vii) to the Successor Servicer, from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to (A) the Additional Servicing Fee for the related Collection Period, plus all accrued and unpaid Additional Servicing Fees, if any, for prior Collection Periods, provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall for disbursement to the Successor Servicer in reduction of such shortfall[Reserved]; (viii) to the Noteholders, pro rata based on their respective Note Balances, if such Payment Date is a Payment Date on which the Issuer is making or is required to make an Acquisition Payment, any remaining Available Funds transferred from the Collection Account to the Note Payment Account to the extent of the required Acquisition Payment; (ix) to the Noteholders, pro-rata, based on their respective Note Balances (A) any remaining Available Funds transferred from the Collection Account to the Note Payment Account in reduction of the Note Balance of the Notes, until such Note Balance is reduced to zero, (B) if such Payment Date is the Payment Date on which the Issuer is effecting an optional redemption of the Notes pursuant to Section 11.01, and there is an outstanding Note Balance after payment of the amounts described in clause (A) above, the Trustee will disburse to the Noteholders for payment on the Note Balance any amounts deposited in the Note Payment Account by the Issuer in respect of the Redemption Amount pursuant to Section 11.02, (C) if such Payment Date is the Final Payment Date or the Payment Date on which the Issuer is effecting an optional redemption of the Notes pursuant to Section 11.01, and there is an outstanding NoteNote Balance (after payment of the amounts described in clauses (A) and (B) above), the Trustee will withdraw from all remaining funds on deposit in the Collection Account and remit to the Note Payment Account, an amount equal to the lesser of the amount then on deposit in the Collection Account and the amount of the outstanding Note Balance and remit such lesser amount to the Noteholders in reduction of the outstanding Note Balance, (D) if on the Final Payment Date there is an outstanding Note Balance (after payment of the amounts described in clauses (A), (B) and (C) above), the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the -32- 40 Reserve Account and the amount of the outstanding Note Balance and remit such lesser amount to the Noteholders in reduction of the outstanding Note Balance, and (E) if on the Final Payment Date there is an outstanding Note Balance after all amounts have been withdrawn from the Reserve Account in accordance with clause (D) above, the Trustee will disburse to the Noteholders for payment on the Note Balance any amounts deposited in the Note Payment Account by the Note Insurer; and (x) remaining amounts in the following order of priority: (A) any of the Trustee's reasonable, out of pocket expenses to which the Trustee is entitled to payment (to the extent expressly set forth in this Agreement) which have exceeded $200,000 in the aggregate during the term of this Agreement; then to (B) any amounts which would have been paid to the Note Insurer under subsection (b)(v) but for the occurrence and continuation of an Insurer Default; then (C) any unpaid Note Insurer Additional Premium; then (D) any of the Backup Servicer's or Successor Servicer's Transition Fees in excess of $100,000 and thenthen (E) to the Issuer. (c) The Servicer shall on each Payment Date instruct the Trustee to distribute to each Noteholder of record on the related Record Date by wire transfer of immediately available funds, the amount to be paid to such Noteholder in respect of the related Note on such Payment Date. The Servicer shall on each Payment Date instruct the Trustee to distribute to the Note Insurer by wire transfer of immediately available funds, the amount to be paid to the Note Insurer on such Payment Date.

Allocations and Payments. (a) On each Determination Date, the Servicer shall calculate calculate, (i) the amount of funds on deposit in each of the Accounts and the amount of Available Funds, and (ii) as applicable, the Trustee Fee, the Backup Servicing Fee, the Servicing Fee, the Additional Servicing Fee, the Interest Distributable Amount, the Required Reserve Amount, the Reserve Fund Reimbursement Amount, the amount to be paid to Noteholders in respect of principal, and the amount payable by the Note Insurer pursuant to the Policy, which amounts shall be set forth in the Monthly Servicer Report for the related Payment Date. The Servicer shall send the Monthly Servicer Report to the Trustee and the Note Insurer by 11:00 a.m. New York, New York time on each such Determination Date. (b) On each Payment Date, the Trustee shall make the following payments from the applicable Accounts in the following order of priority and in the amounts set forth in the Monthly Servicer Report for such Payment Date; provided however, that such payments shall bebe made only to the extent of funds then on deposit in the applicable Account, and provided, further that payments from the Note Payment Account shall be made only on the Payment Date: (i) to the Trustee (A) from Available Funds transferred from the Collection Account to the Note Payment Account, to itself, an amount equal to the sum of the Trustee Fee for such Payment Date, plus all accrued and unpaid Trustee Fees, if any, for prior Payment Dates, plus all reasonable out of pocket expenses (but only up to $200,000 during the term of this Agreement) to which the Trustee is entitled to payment (to the extent expressly set forth under this Agreement) provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall for disbursement to the Trustee in reduction of such shortfall); (ii) to the Servicer, from the Available Funds transferred from the Collection Account to the Note Payment Account, to the Servicer, an amount equal to the sum of the Servicing Fee for the related Collection Period, plus all accrued and unpaid Servicing Fees, if any, for prior Collection Periods (Periods, plus an amount equal to any Transition Fees then owing to the Successor Servicer, Servicer (if any); (iii) to the Backup Servicer (A) from Available Funds transferred from the Collection Account to the Note Payment Account, to the Backup Servicer, the Backup Servicer Fee for such Payment Date, plus all accrued and unpaid Backup Servicer Fees, if any, for prior Payment Dates, plus all reasonable out of pocket expenses to which the Backup Servicer Trustee is entitled to payment (to the extent expressly set forth under this Agreement) provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall for disbursement to the Backup Servicer in reduction of such shortfall); (iv) to the Noteholders, pro rata, based on their respective Note Balances (A) from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the sum of the Interest Distributable Amount for such Payment Date, Date plus any outstanding amount of Interest Carryover Shortfall, if any, for prior Payment Dates provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account, are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such interest shortfall for disbursement to the Noteholders in reduction of such shortfall, and provided further that (C) if the amount described in clause (A) above remains unpaid after the application of amounts withdrawn from the Reserve Account in accordance with clause (B) above, the Trustee will withdraw from the amount remitted by the Note Insurer to the Note Payment Account for disbursement to the Noteholders in reduction of such shortfall an amount equal to the lesser of the amount then on deposit in the NoteNote Payment Account pursuant to a payment by the Note Insurer and the amount of such interest shortfall; (v) for so long as no Insurer Default shall have occurred and be continuing, to the Note Insurer, (A) from Available Funds transferred from the Collection Account to the Note Payment Account the sum of (x) the Note Insurer Premium for such Payment Date, plus (y) all accrued but unpaid Note Insurer Premiums, if any, for prior Payment Dates plus (z) the aggregate amount of all other Note Insurer Obligations payable to the Note Insurer and outstanding on such Payment Date, provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amounts due the outstanding Note Insurer Obligations then payable, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall, and remit such lesser amount to the Note Insurer in reduction of such shortfall; (vi) to the Reserve Account, from Available Funds transferred from the Collection Account to the Note Payment Account, to the Reserve Account, an amount equal to the lesser of remaining Available Funds and the Reserve Fund Reimbursement Amount for such Payment Date, if applicable; (vii) to the Successor Servicer, from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to (A) the Additional Servicing Fee for the related Collection Period, plus all accrued and unpaid Additional Servicing Fees, if any, for prior Collection Periods, provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall for disbursement to the Successor Servicer in reduction of such shortfall; (viii) to the Noteholders, pro rata based on their respective Note Balances, if such Payment Date is a Payment Date on which the Issuer is making or is required to make an Acquisition Payment, any remaining Available Funds transferred from the Collection Account to the Note Payment Account to the extent of the required Acquisition Payment; (ix) to the Noteholders, pro-rata, based on their respective Note Balances (A) any remaining Available Funds transferred from the Collection Account to the Note Payment Account in reduction of the Note Balance of the Notes, until such the Note Balance is reduced to zero, (B) if such Payment Date is the Payment Date on which the Issuer is effecting an optional redemption of the Notes pursuant to Section 11.0110.01, and there is an outstanding Note Balance after payment of the amounts described in clause (A) above, the Trustee will disburse to the Noteholders for payment on the Note Balance any amounts deposited in the Note Payment Account by the Issuer in respect of the Redemption Amount pursuant to Section 11.0210.02, (C) if such Payment Date is the Final Payment Date or the Payment Date on which the Issuer is effecting an optional redemption of the Notes pursuant to Section 11.0110.01, and there is an outstanding NoteNote Balance (after payment of the amounts described in clauses (A) and (B) above), the Trustee will withdraw from all remaining funds on deposit in the Collection Account and remit to the Note Payment Account, an amount equal to the lesser of the amount then on deposit in the Collection Account and the amount of the outstanding Note Balance and remit such lesser amount to the Noteholders in reduction of the outstanding Note Balance, (D) if on the Final Payment Date there is an outstanding Note Balance (after payment of the amounts described in clauses (A), (B) and (C) above), the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of the outstanding Note Balance and remit such lesser amount to the Noteholders in reduction of the outstanding Note Balance, and (E) if on the Final Payment Date there is an outstanding Note Balance after all amounts have been withdrawn from the Reserve Account in accordance with clause (D) above, the Trustee will disburse to the Noteholders for payment on the Note Balance any amounts deposited in the Note Payment Account by the Note Insurer; and (xviii) remaining amounts in the following order of priority: (A) any of the Trustee's reasonable, out of pocket expenses to which the Trustee is entitled to payment (to the extent expressly set forth in this Agreement) which have exceeded $200,000 in the aggregate during the term of this Agreement; then to (B) any amounts which would have been paid to the Note Insurer under subsection (b)(v) but for the occurrence and continuation of an Insurer Default; and thenthen (C) to the Issuer. (c) The Servicer shall on each Payment Date instruct the Trustee to distribute to each Noteholder of record on the related Record Date by wire transfer of immediately available funds, the amount to be paid to such Noteholder in respect of the related Note on such Payment Date. The Servicer shall on each Payment Date instruct the Trustee to distribute to the Note Insurer by wire transfer of immediately available funds, the amount to be paid to the Note Insurer on such Payment Date.

Allocations and Payments. (a) On each Determination DateAs required by Section 3.02(b), the REMIC Servicer shall calculate (i) the amount of funds on deposit in each of the Accounts and the amount of Available Funds, and (ii) as applicable, the Trustee Fee, the Backup Servicing Fee, the Servicing Fee, the Additional Servicing Fee, the Interest Distributable Amount, the Required Reserve Amount, the Reserve Fund Reimbursement Amount, the amount to be paid to Noteholders in respect of principal, and the amount payable by the Note Insurer pursuant to the Policy, which amounts shall be set forth in the Monthly Servicer Report for the related deliver a Payment Date. The Servicer shall send the Monthly Servicer Date Report to the Trustee Issuer, the Trustee, the Verification Agent, the Payment Agent and the Note Insurer Noteholders by 11:00 a.m. New York, New York time on no later than the second Business Day before each such Determination Payment Date. (b) On each Payment Date, the Trustee Paying Agent shall make the following payments from Available Funds on deposit in the applicable Accounts Note Payment Account and amounts on deposit in the Reserve Account in the following order of priority and in the amounts set forth in the Monthly Servicer Payment Date Report for such Payment Date; provided however, such payments shall bebe made only to the extent of funds then on deposit in the applicable Account: (i) to the Noteholders, pro rata, based on their respective Note Balances (A) from Available Funds on deposit in the Note Payment Account, an amount equal to the sum of the Interest Distributable Amount for the Notes for such Payment Date, plus any outstanding amount of Interest Carryover Shortfall, if any, for prior Payment Dates provided that (B) if Available Funds are insufficient to pay the amount described in clause (A) above, the Trustee shall withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such interest shortfall and shall disburse such amount to the Noteholders in reduction of such shortfall; (ii) to the Trustee (A) from Available Funds transferred from the Collection Account to on deposit in the Note Payment Account, an amount equal to the sum of the Trustee Fee for such Payment Date, plus all accrued and unpaid Trustee Fees, if any, for prior Payment Dates, plus all reasonable out of pocket expenses (but only up to $200,000 during the term of this Agreement) to which the Trustee is entitled to payment (to the extent expressly set forth under this Agreement) Dates provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall for disbursement to the Trustee in reduction of such shortfall; (ii) to the Servicer, from the Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the sum of the Servicing Fee for the related Collection Period, plus all accrued and unpaid Servicing Fees, if any, for prior Collection Periods (plus an amount equal to any Transition Fees then owing to the Successor Servicer, if any); (iii) to the Backup Servicer (A) from Available Funds transferred from the Collection Account to the Note Payment Account, the Backup Servicer Fee for such Payment Date, plus all accrued and unpaid Backup Servicer Fees, if any, for prior Payment Dates, plus all reasonable out of pocket expenses to which the Backup Servicer is entitled to payment (to the extent expressly set forth under this Agreement) provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall for disbursement to the Backup Servicer in reduction of such shortfall; (iv) to the Noteholders, pro rata, based on their respective Note Balances (A) from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the sum of the Interest Distributable Amount for such Payment Date, plus any outstanding amount of Interest Carryover Shortfall, if any, for prior Payment Dates provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account, are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such interest shortfall for disbursement to the Noteholders in reduction of such shortfall, and provided further that (C) if the amount described in clause (A) above remains unpaid after the application of amounts withdrawn from the Reserve Account in accordance with clause (B) above, the Trustee will withdraw from the amount remitted by the Note Insurer to the Note Payment Account for disbursement to the Noteholders in reduction of such shortfall an amount equal to the lesser of the amount then on deposit in the Note (v) for so long as no Insurer Default shall have occurred and be continuing, to the Note Insurer, (A) from Available Funds transferred from the Collection Account to the Note Payment Account the sum of (x) the Note Insurer Premium for such Payment Date, plus (y) all accrued but unpaid Note Insurer Premiums, if any, for prior Payment Dates plus (z) the aggregate amount of all other Note Insurer Obligations payable to the Note Insurer and outstanding on such Payment Date, provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amounts due the outstanding Note Insurer Obligations then payable, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall, and remit such lesser amount to the Note Insurer in reduction of such shortfall; (vi) to the Reserve Account, from Available Funds transferred from the Collection Account to on deposit in the Note Payment Account, an amount equal to the lesser of remaining Available Funds and the Reserve Fund Reimbursement Amount for such Payment Date, if applicable; (viiiv) to after the Successor Servicer, from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to (A) the Additional Servicing Fee for the related Collection Funding Period, plus all accrued and unpaid Additional Servicing Fees, if any, for prior Collection Periods, provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall for disbursement to the Successor Servicer in reduction of such shortfall; (viii) to the Noteholders, pro rata based on their respective Note Balances, if such Payment Date is a Payment Date on which the Issuer is making or is required to make an Acquisition Payment, any remaining Available Funds transferred from the Collection Account to the Note Payment Account to the extent of the required Acquisition Payment; (ix) to the Noteholders, pro-rata, based on their respective Note Balances (A) any remaining Available Funds transferred from the Collection Account to and any other amounts available on deposit in the Note Payment Account Account, in reduction of the Note Balance of the Notes, until such Note Balance is reduced to zero, (B) if such on the Final Payment Date is the Payment Date on which the Issuer is effecting an optional redemption of the Notes pursuant to Section 11.01, and there is an outstanding Note Balance (after payment of the amounts described in clause (A) above, the Trustee will disburse to the Noteholders for payment on the Note Balance any amounts deposited in the Note Payment Account by the Issuer in respect of the Redemption Amount pursuant to Section 11.02, (C) if such Payment Date is the Final Payment Date or the Payment Date on which the Issuer is effecting an optional redemption of the Notes pursuant to Section 11.01, and there is an outstanding Note (x) remaining amounts in the following order of priority: (A) any of the Trustee's reasonable, out of pocket expenses to which the Trustee is entitled to payment (to the extent expressly set forth in this Agreement) which have exceeded $200,000 in the aggregate during the term of this Agreement; then to (B) any amounts which would have been paid to the Note Insurer under subsection (b)(v) but for the occurrence and continuation of an Insurer Default; and then)

Allocations and Payments. (a) On each Determination Allocation Date, at the Servicer written direction of the Manager pursuant to the Monthly Report, Available Funds for such Allocation Date in the Collection Account shall calculate be applied by the Indenture Trustee in the following order of priority (taking into account any amounts allocated on prior Allocation Dates with respect to the same Related Payment Date): (i) in the following order, (A) to the Indenture Trustee in an amount equal to the Indenture Trustee Fees that remain unpaid from prior Payment Dates, and (B) to the Indenture Trustee the amount of the Indenture Trustee Fee due on the Related Payment Date; (ii) to the Indenture Trustee in payment of Additional Issuer Expenses due and payable on the Related Payment Date, but, other than after the occurrence and during the continuance of an Event of Default, only to the extent that after giving effect thereto the Annual Additional Issuer Expense Limit on such Related Payment Date will have not been exceeded; (iii) (1) to the Debt Service Account, an amount equal to the sum of (A) the amount of Accrued Note Interest for all Notes for the Related Payment Date (including any amounts expected to accrue on any anticipated draws on the Class A-1 Notes prior to the end of the related Interest Accrual Period, as reasonably determined by the Manager) and, to the extent not previously paid, for all prior Payment Dates, and (B) the amount of any accrued and unpaid commitment fees, Letter of Credit Fees, and any other fees, expenses and other amounts due on or prior to such Related Payment Date to the holders of the Variable Funding Notes under any Variable Funding Note Purchase Agreement and (2) to the Class A-1 Administrative Agent, if any, for any Series of Variable Funding Notes in an amount equal to the Class A-1 Administrative Agent Fee for such Series of Variable Funding Notes due and unpaid as of such date; (iv) to the Manager, the Administrative Fee for the immediately preceding Monthly Collection Period and, to the extent not previously paid, for all prior Monthly Collection Periods; (v) if (A) the Related Payment Date is not an Anticipated Repayment Date for any Class of any Series of outstanding Notes or after an Anticipated Repayment Date for any Class of any Series of outstanding Notes, (B) an Amortization Period is not then in effect, (C) no Event of Default has occurred and is continuing and (D) the Principal Payment Amount for such Related Payment Date is greater than zero, to the Debt Service Account, an amount equal to the Principal Payment Amount for such Related Payment Date together with any applicable Prepayment Consideration with respect thereto; (vi) if the Related Payment Date is an Anticipated Repayment Date for any Class of any Series of outstanding Variable Funding Notes or Term Notes or after an Anticipated Repayment Date for any Class of any Series of outstanding Variable Funding Notes or Term Notes and (A) an Amortization Period is not then in effect and (B) no Event of Default has occurred and is continuing, to the Debt Service Account the aggregate unpaid principal balance of the outstanding (1) Classes of Variable Funding Notes, regardless of Series, and (2) Term Notes, if applicable, of such Classes of such Series; (vii) if (A) an Amortization Period is not then in effect and (B) no Event of Default has occurred and is continuing (x) first, to the Debt Service Account, an amount up to the Class A LTV Sweep Amount, if any, as of such Allocation Date and (y) second, if an Expense Cash Flow Sweep Period is then in effect, to the Debt Service Account, 50% of all amounts on deposit in Collection Account after the application of funds pursuant to the immediately preceding clauses (i) through (vii)(x); (viii) to the Interest Reserve Account, until the amount on deposit therein is equal to the Required Interest Reserve Account Amount as of the Related Payment Date; (ix) if (A) a Cash Trap Condition is continuing and (B) (x) an Amortization Period not then in effect, (y) the Related Payment Date is not an Anticipated Repayment Date for any Class of any Series of outstanding Notes or after an Anticipated Repayment Date for any Class of any Series of outstanding Notes, and (z) no acceleration of the maturity of the Notes has occurred following the occurrence and continuation of an Event of Default, the Cash Trap Percentage of the amount of funds on deposit in each the Collection Account that are attributable to the preceding Monthly Collection Period available after the payments made pursuant to clauses (i) through (viii) above to the Cash Trap Reserve Account; (x) during an Amortization Period or during the continuation of an Event of Default, to the Accounts Debt Service Account until the amount on deposit therein is equal to the sum of (1) the aggregate unpaid Class Principal Balances of all outstanding Notes and (2) the amounts required to be deposited therein pursuant to clause (iii) above; (xi) to the Debt Service Account, an amount equal to the amount of Available Funds, Post-ARD Additional Interest and Deferred Post-ARD Additional Interest due in respect of the Notes; (xii) to the Indenture Trustee an amount equal to any Additional Issuer Expenses not otherwise paid to the Indenture Trustee pursuant to clause (ii) above due to the operation of the Annual Additional Issuer Expense Limit, plus accrued interest thereon at the Third-Party Interest Rate; (xiii) at the direction of the Co-Issuers, to the Class A-1 Noteholders, any optional payments of principal on the outstanding principal amount of the Class A-1 Notes; and (xiv) to, or at the direction of, the Co-Issuers, the remaining amount of Available Funds for such Allocation Date after making the allocations and payments described above, to be used for any purpose not prohibited under the Transaction Documents, including to the holders of the Equity Interests in the Issuer or the Co-Issuer, as applicable, the Trustee Fee, the Backup Servicing Fee, the Servicing Fee, the Additional Servicing Fee, the Interest Distributable Amount, the Required Reserve Amount, the Reserve Fund Reimbursement Amount, the amount to be paid to Noteholders in respect of principal, and the amount payable . All such allocations by the Note Insurer pursuant to the Policy, which amounts Indenture Trustee shall be based on the information set forth in the Monthly Servicer Report for Report. In no event shall the related Payment Date. The Servicer shall send Indenture Trustee have any obligation to recalculate or verify the information contained in the Monthly Servicer Report Report. For the avoidance of doubt, funds that have been deposited in a Control Account during a Monthly Collection Period that are transferred to the Trustee and Collection Account after the Note Insurer by 11:00 a.m. New York, New York time on each end of such Determination DateMonthly Collection Period shall be deemed to be attributable to the Monthly Collection Period in which such funds were deposited into such Control Account. (b) On each Payment Date, at the Trustee shall make direction of the following payments Manager, funds deposited in the Debt Service Account from the applicable Accounts Collection Account on any related Allocation Date shall be applied by the Indenture Trustee in the following order of priority (in each case to the extent of available funds on such day after taking into account allocations and in payments of a higher priority but subject to the right of the Indenture Trustee to withdraw funds from the Debt Service Account to pay amounts set forth in owing under the Monthly Servicer Report for such Payment Date; provided however, such payments shall beTransaction Documents to the Indenture Trustee): (i) to the Trustee holders of each Class of Notes in direct order of alphabetical designation (A) from Available Funds transferred from the Collection Account and amounts so allocated to the Class A Notes shall be further allocated among the numerical Classes of Class A Notes in accordance with the Applicable Class A Payment Priority), in respect of interest (and any accrued and unpaid commitment fees, Letter of Credit Fees, and any other fees, expenses and other amounts due to the holders of the Variable Funding Notes under any Variable Funding Note Purchase Agreement) pro rata based on the amount of Accrued Note Interest for each such Note of such Class (and any accrued amount of such commitment fees and any other fees, expenses and other amounts due to the holders of the Variable Funding Notes under any Variable Funding Note Purchase Agreement) on such Payment AccountDate (and, to the extent not previously paid, for all prior Payment Dates), up to an amount equal to the sum aggregate Accrued Note Interest for such Class of the Trustee Fee Notes for such Payment DateDate (and any accrued amount of such commitment fees and any other fees, plus all accrued expenses and unpaid Trustee Feesother amounts due to the holders of the Variable Funding Notes under any Variable Funding Note Purchase Agreement) for such Payment Date (and, if anyto the extent not previously paid, for all prior Payment Dates); (ii) if (A) such Payment Date is not an Anticipated Repayment Date for any Class of any Series of outstanding Variable Funding Notes or Term Notes or after an Anticipated Repayment Date for any Class of any Series of outstanding Variable Funding Notes or Term Notes, plus all reasonable out of pocket expenses (but only up to $200,000 during the term of this Agreement) to which the Trustee is entitled to payment (to the extent expressly set forth under this Agreement) provided that (B) if Available Funds transferred from an Amortization Period is not then in effect, (C) no Event of Default has occurred and is continuing and (D) the Collection Account Principal Payment Amount for such Payment Date is greater than zero, to the holders of each Class of Variable Funding Notes or Term Notes in direct order of alphabetical designation (and amounts so allocated to the Class A Notes shall be further allocated among the numerical Classes of Class A Notes in accordance with the Applicable Class A Payment Priority), in respect of principal pro rata based on the Note Principal Balance of each such Note of such Class on such Payment Account are insufficient Date together with any applicable Prepayment Consideration then due in respect of such principal repayment, up to pay the an amount described in clause equal to such Principal Payment Amount and any such Prepayment Consideration; (iii) if such Payment Date is an Anticipated Repayment Date for any Class of any Series of outstanding Variable Funding Notes or Term Notes or after an Anticipated Repayment Date for any Class of any Series of outstanding Variable Funding Notes or Term Notes and (A) abovean Amortization Period is not then in effect and (B) no Event of Default has occurred and is continuing, (1) first, to the Trustee will withdraw from holders of all Classes of Variable Funding Notes, regardless of Series, in respect of principal pro rata based on the Reserve Account Note Principal Balance of each such Class of Variable Funding Notes, up to an amount equal to the lesser of the amount then on deposit in the Reserve Account and the unpaid principal amount of such shortfall for disbursement Class of Variable Funding Notes and (2) second, to the Trustee in reduction holders of each such Class of such shortfallSeries of Notes, if applicable, in direct order of alphabetical designation (and amounts so allocated to the Class A Notes shall be further allocated among the numerical Classes of Class A Notes in accordance with the Applicable Class A Payment Priority), in respect of principal pro rata based on the Note Principal Balance of each such Note of such Class on such Payment Date, up to an amount equal to the unpaid principal amount of such Class of Notes; (iv) if (A) an Amortization Period is not then in effect and (B) no Event of Default has occurred and is continuing, (i) to the holders of any Class A Notes (and amounts so allocated to the Class A Notes shall be further allocated among the numerical Classes of Class A Notes in accordance with the Applicable Class A Payment Priority), an amount up to the Class A LTV Sweep Amount, if any, as of such Payment Date, in respect of principal pro rata based on the Note Principal Balance of such Note on such Payment Date and (ii) to the Servicerholders of each Class of Notes, from in direct order of alphabetical designation in respect of principal for such Class of Notes pro rata based on the Available Funds transferred from the Collection Account Note Principal Balance of each such Note of such Class (regardless of numerical designation, without regard to the Applicable Class A Payment Priority) on such Payment Date, up to an amount deposited into the Debt Service Account pursuant to clause (a)(vii)(y) above on such Payment Date and the two immediately preceding Allocation Dates; (v) if such Payment Date is during an Amortization Period or after the occurrence and during the continuance of an Event of Default, to the holders of each Class of Notes, in direct order of alphabetical designation (and amounts so allocated to the Class A Notes shall be further allocated among the numerical Classes of Class A Notes in accordance with the Applicable Class A Payment Priority) in respect of principal for such Class of Notes pro rata based on the Note Principal Balance of each such Note of such Class on such Payment AccountDate, up to an amount equal to the sum of the Servicing Fee for the related Collection Period, plus all accrued and unpaid Servicing Fees, if any, for prior Collection Periods (plus an amount equal to any Transition Fees then owing to the Successor Servicer, if any); (iii) to the Backup Servicer (A) from Available Funds transferred from the Collection Account to the Note Payment Account, the Backup Servicer Fee for such Payment Date, plus all accrued and unpaid Backup Servicer Fees, if any, for prior Payment Dates, plus all reasonable out of pocket expenses to which the Backup Servicer is entitled to payment (to the extent expressly set forth under this Agreement) provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount Class Principal Balance of such shortfall for disbursement to the Backup Servicer in reduction Class of such shortfall; (iv) to the Noteholders, pro rata, based on their respective Note Balances (A) from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the sum of the Interest Distributable Amount for such Payment Date, plus any outstanding amount of Interest Carryover Shortfall, if any, for prior Payment Dates provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account, are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such interest shortfall for disbursement to the Noteholders in reduction of such shortfall, and provided further that (C) if the amount described in clause (A) above remains unpaid after the application of amounts withdrawn from the Reserve Account in accordance with clause (B) above, the Trustee will withdraw from the amount remitted by the Note Insurer to the Note Payment Account for disbursement to the Noteholders in reduction of such shortfall an amount equal to the lesser of the amount then on deposit in the Note (v) for so long as no Insurer Default shall have occurred and be continuing, to the Note Insurer, (A) from Available Funds transferred from the Collection Account to the Note Payment Account the sum of (x) the Note Insurer Premium for such Payment Date, plus (y) all accrued but unpaid Note Insurer Premiums, if any, for prior Payment Dates plus (z) the aggregate amount of all other Note Insurer Obligations payable to the Note Insurer and outstanding on such Payment Date, provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amounts due the outstanding Note Insurer Obligations then payable, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall, and remit such lesser amount to the Note Insurer in reduction of such shortfallNotes; (vi) to the Reserve Accountholders of each Class of Notes, from Available Funds transferred from the Collection Account in direct order of alphabetical designation (and amounts so allocated to the Class A Notes shall be further allocated among the numerical Classes of Class A Notes in accordance with the Applicable Class A Payment Priority), (x) first, in respect of Post-ARD Additional Interest pro rata based upon the amount of Post-ARD Additional Interest due on each such Note Payment Accountof such Class and (y) second, an in respect of Deferred Post-ARD Additional Interest pro rata based on the amount equal to the lesser of remaining Available Funds and the Reserve Fund Reimbursement Amount for Deferred Post-ARD Additional Interest due on each such Payment Date, if applicable;Note of such Class; and (vii) to to, or at the Successor Servicer, from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to (A) the Additional Servicing Fee for the related Collection Period, plus all accrued and unpaid Additional Servicing Fees, if any, for prior Collection Periods, provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) abovedirection of, the Trustee will withdraw from Co-Issuers, the Reserve Account an remaining amount equal to the lesser of the amount then on deposit in the Reserve Debt Service Account after making the allocations and payments described above, to be used for any purpose not prohibited under the amount of such shortfall for disbursement Transaction Documents, including to the Successor Servicer holders of the Equity Interests in reduction of such shortfall; (viii) to the Noteholders, pro rata based on their respective Note Balances, if such Payment Date is a Payment Date on which the Issuer is making or is required to make an Acquisition Payment, any remaining Available Funds transferred from the Collection Account to the Note Payment Account to the extent of the required Acquisition Payment; (ix) to the Noteholders, pro-rata, based on their respective Note Balances (A) any remaining Available Funds transferred from the Collection Account to the Note Payment Account in reduction of the Note Balance of the Notes, until such Note Balance is reduced to zero, (B) if such Payment Date is the Payment Date on which the Issuer is effecting an optional redemption of the Notes pursuant to Section 11.01, and there is an outstanding Note Balance after payment of the amounts described in clause (A) above, the Trustee will disburse to the Noteholders for payment on the Note Balance any amounts deposited in the Note Payment Account by the Issuer in respect of the Redemption Amount pursuant to Section 11.02, (C) if such Payment Date is the Final Payment Date or the Payment Date on which the Issuer is effecting an optional redemption of the Notes pursuant to Section 11.01Co-Issuer, and there is an outstanding Note (x) remaining amounts in the following order of priority: (A) any of the Trustee's reasonable, out of pocket expenses to which the Trustee is entitled to payment (to the extent expressly set forth in this Agreement) which have exceeded $200,000 in the aggregate during the term of this Agreement; then to (B) any amounts which would have been paid to the Note Insurer under subsection (b)(v) but for the occurrence and continuation of an Insurer Default; and thenas applicable.

Allocations and Payments. (a) On each Determination Payment Date, funds available in the Collection Account attributable to the related Collection Period will be applied by the Indenture Trustee in accordance with the Servicing Report in the following order of priority (in each case to the extent of Available Funds in the Collection Account on such day after taking into account allocations and payments of a higher priority but subject to the rights of the Servicer shall calculate and the Indenture Trustee pursuant to Section 3.03): (i) to the Advance Rents Reserve Account, until such account contains an amount equal to the amount that the Obligors are required pursuant to Section 4.04 to deposit into such account on such Payment Date; (ii) to the Impositions and Insurance Reserve Account, until such account contains an amount equal to the amount that the Obligors are required pursuant to Section 4.03 to deposit into such account on such Payment Date; (iii) in the following order, first, pro rata to the Indenture Trustee and the Servicer in an amount equal to the Indenture Trustee Fee, Servicing Fee, and Other Servicing Fees due on such Payment Date (or that remain unpaid from prior Payment Dates), then to the Backup Manager in an amount equal to the Transition Fee, if any, due on such Payment Date, then, pro rata, to the Indenture Trustee and the Servicer in respect of unreimbursed Advances, including Advance Interest thereon, and then to the payment of other Additional Issuer Expenses due on such Payment Date (or that remain unpaid from prior Payment Dates); (iv) to the Holders of each Class of Notes in direct order of alphabetical designation, in respect of interest pro rata based on the amount of funds Accrued Note Interest of each such Note of such Class on deposit in such Payment Date, up to an amount equal to the Accrued Note Interest of such Class of Notes for such Payment Date (or that remains unpaid from prior Payment Dates) (minus, with respect to each applicable Series of Notes, the Yield Maintenance Amount (if any) for such Series of Notes for such Payment Date, such reduction to be allocated among the Notes of such Series pro rata based on the Accrued Note Interest of each such Note of such Series on such Payment Date); (v) to the Obligors, until the Obligors have received an amount equal to the Monthly Operating Expense Amount for the current Collection Period and, to the extent not previously paid, for all prior Collection Periods; (vi) to the Manager, the amount necessary to pay the accrued and unpaid Management Fee for the preceding Collection Period and, to the extent not previously paid, for all prior Collection Periods; (vii) to the Obligors, the amount necessary to pay Operating Expenses of the Accounts Asset Entities for the current Collection Period in excess of the Monthly Operating Expense Amount that has been approved by the Servicer, if any; (viii) if a Cash Trap Condition has occurred and is continuing and neither an Amortization Period nor a Post-ARD Period is then in effect and no Event of Default has occurred and is continuing, any amounts remaining will be deposited into the Cash Trap Reserve Account; (ix) if neither an Amortization Period nor a Post-ARD Period is then in effect and no Event of Default has occurred and is continuing first, to the holders of any Class A Notes of any Series for which a Class A Monthly Amortization Amount is due on such Payment Date, pro rata, based on the Class A Monthly Amortization Amount of each such Note on such Payment Date, an amount up to the Class A Monthly Amortization Amount applicable thereto, and second, if an Additional Principal Payment Amount is due on such Payment Date to one or more Series, to the Holders of Notes in such Series in direct order of alphabetical designation of the Classes in such Series, in respect of principal pro rata based on the Note Principal Balance of each such Note of such Class and Series on such Payment Date (but subject, in the case of a payment attributable to funds distributed from a Site Acquisition Account, to the provisions in Section 2.09(c) and Section 5.02), up to an amount equal to such Additional Principal Payment Amount; (x) during an Amortization Period or during the continuation of an Event of Default, to the Holders of each Class of Notes in direct order of alphabetical designation, in respect of principal pro rata based on the Note Principal Balance of each such Note of such Class, the then unpaid Class Principal Balance of the outstanding Notes of such Class, except that funds from a Site Acquisition Account will be distributed according to Section 2.09(d) and Section 3.05; (xi) during a Post-ARD Period with respect to any Series of Notes, to the Holders of all Classes of such Series of Notes that are then in a Post-ARD Period in direct order of alphabetical designation, in respect of principal pro rata based on the Note Principal Balance of each such Note of such Class of such Series on such Payment Date, up to an amount equal to the aggregate principal balance of such Class of Notes of such Series; (xii) during a Post-ARD Period with respect to any Series of Notes, to the Holders of all such Series of Notes that are in a Post-ARD Period in direct order of alphabetical designation of each Class of such Series, first pro rata based upon the amount of Available Funds, and (ii) as applicable, the Trustee Fee, the Backup Servicing Fee, the Servicing Fee, the Post-ARD Additional Servicing Fee, Interest due with respect to the Interest Distributable AmountAccrual Period just ended, to the Required Reserve Amountpayment of such Post-ARD Additional Interest due on Notes of such Class and then, the Reserve Fund Reimbursement Amount, pro rata based on the amount of Deferred Post-ARD Additional Interest due with respect to be paid all prior Interest Accrual Periods, to Noteholders the payment of such Deferred Post-ARD Additional Interest due on Notes of such Class; (xiii) to the Holders of each Class of Notes in direct order of alphabetical designation, any unpaid Prepayment Consideration, pro rata based on the amount of Prepayment Consideration then due in respect of principalthe Notes of such Class; and (xiv) to pay any remaining amounts to, and or at the amount payable direction of, the Issuer, including to the holders of the membership interests of the Issuer. All such allocations by the Note Insurer pursuant to the Policy, which amounts Indenture Trustee shall be based on the information set forth in the Monthly Servicer Report for Servicing Report. In no event shall the related Payment DateIndenture Trustee have any obligation to recalculate or verify the information contained in the Servicing Report. The Servicer shall send For the Monthly Servicer Report avoidance of doubt, funds that have been deposited in the Lock Box Account during a Collection Period that are transferred to the Trustee and Collection Account after the Note Insurer by 11:00 a.m. New York, New York time on each end of such Determination DateCollection Period shall be deemed to be attributable to the Collection Period in which such funds were deposited into the Lock Box Account. (b) On each Payment Date, in accordance with the Trustee shall make the following payments from the applicable Accounts in the following order of priority and in the amounts set forth in the Monthly Servicer Report for such Payment Date; provided however, such payments shall be (i) to the Trustee (A) from Available Funds transferred from the Collection Account to the Note Payment AccountServicing Report, an amount equal to the sum Yield Maintenance Amount for each Series of Notes for the Trustee Fee preceding Interest Accrual Period shall be withdrawn from the Yield Maintenance Reserve Account for such Payment DateSeries and shall be used, plus all accrued and unpaid Trustee Fees, if any, for prior Payment Dates, plus all reasonable out of pocket expenses (but only up in addition to $200,000 during the term of this Agreement) to which the Trustee is entitled to payment (to the extent expressly set forth under this Agreement) provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described amounts allocated in accordance with clause (Aa)(iv) above, for payment to such Series and allocated to the Trustee will withdraw from Holders of each Class of Notes of such Series in direct order of alphabetical designation, in respect of interest pro rata based on the Reserve Account amount of Accrued Note Interest of each such Note of such Class remaining unpaid on such Payment Date after giving effect to payment of amounts available under clause (a)(iv) above, up to an amount equal to the lesser Accrued Note Interest of such Class of Notes for such Payment Date (or that remains unpaid from prior Payment Dates) after giving effect to payment of amounts available under clause (a)(iv) above. On each Payment Date, other than any Payment Date occurring after, and during the continuance of, an Event of Default, after giving effect to any withdrawal in accordance with the preceding sentence, to the extent the remaining amount in the Yield Maintenance Reserve Account for a Series exceeds the amount necessary to fund that Yield Maintenance Amount for the remaining portion of the amount then on deposit Site Acquisition Period for that Series, such excess shall be distributed to or at the direction of the Issuer. On the Payment Date following the end of the Site Acquisition Period for a Series and after giving effect to any withdrawal in accordance with the preceding sentences, any remaining balance in the Yield Maintenance Reserve Account for the related Series shall be applied to pay any applicable Prepayment Consideration in connection with prepayments in connection with the end of the Site Acquisition Period for such Series (in accordance with Section 5.01(a)(xiv)) and the balance shall be paid to or at the direction of the Issuer. (c) Except as otherwise provided below, all such payments made with respect to each Class of Notes on each Payment Date shall be made to the Holders of such Notes of record at the close of business on the related Record Date and, in the case of each such Holder, shall be made by wire transfer of immediately available funds to the account specified by the Noteholder at a bank or other entity having appropriate facilities therefor, if such Holder shall have provided the Indenture Trustee with wiring instructions no later than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent Payment Dates), and otherwise shall be made by check mailed to the address of such Holder as it appears in the Note Register. The final payment on any Note will be made in like manner, but only upon presentation and surrender of such Note at the offices of the Note Registrar or such other location specified in the notice to Noteholders of such final payment. (d) Each payment with respect to a Book-Entry Note shall be paid to the Depositary, as Holder thereof, and the Depositary shall be responsible for crediting the amount of such shortfall for disbursement payment to the accounts of its DTC Participants in accordance with its normal procedures. Each DTC Participant shall be responsible for making such payment to the related Note Owners that it represents and to each indirect participating brokerage firm for which it acts as agent. Each such indirect participating brokerage firm shall be responsible for disbursing funds to the related Note Owners that it represents. None of the parties hereto shall have any responsibility therefor except as otherwise provided by this Indenture or applicable law. The Issuer shall perform its obligations under the Letters of Representations among the Issuer and the initial Depositary. (e) The rights of the Noteholders to receive payments from the proceeds of the Collateral in respect of their Notes, and all rights and interests of the Noteholders in and to such payments, shall be as set forth in this Indenture. Neither the Holders of any Class of Notes nor any party hereto shall in any way be responsible or liable to the Holders of any other Class of Notes in respect of amounts previously paid on the Notes in accordance with this Indenture. (f) Except as otherwise provided herein, if the Indenture Trustee in reduction receives written notice that the final payment with respect to any Class of Notes will be made on the next Payment Date, the Indenture Trustee shall, as promptly as possible thereafter, mail to each Holder of such shortfall;Class of Notes of record on such date a notice to the effect that: (i) the Indenture Trustee expects that the final payment with respect to such Class of Notes will be made on such Payment Date but only upon presentation and surrender of such Notes at the office of the Note Registrar or at such other location therein specified, and (ii) to no interest shall accrue on such Notes from and after the Servicer, from the Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the sum end of the Servicing Fee for the related Collection Period, plus all accrued and unpaid Servicing Fees, if any, for prior Collection Periods (plus an amount equal to any Transition Fees then owing to the Successor Servicer, if any); (iii) to the Backup Servicer (A) from Available Funds transferred from the Collection Account to the Note Payment Account, the Backup Servicer Fee Interest Accrual Period for such Payment Date, plus all accrued and unpaid Backup Servicer Fees, if any, for prior Payment Dates, plus all reasonable out . Any funds not paid to any Holder or Holders of pocket expenses to which the Backup Servicer is entitled to payment (to the extent expressly set forth under this Agreement) provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount Notes of such shortfall for disbursement to the Backup Servicer in reduction of such shortfall; (iv) to the Noteholders, pro rata, based on their respective Note Balances (A) from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the sum of the Interest Distributable Amount for such Payment Date, plus any outstanding amount of Interest Carryover Shortfall, if any, for prior Payment Dates provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account, are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such interest shortfall for disbursement to the Noteholders in reduction of such shortfall, and provided further that (C) if the amount described in clause (A) above remains unpaid after the application of amounts withdrawn from the Reserve Account in accordance with clause (B) above, the Trustee will withdraw from the amount remitted by the Note Insurer to the Note Payment Account for disbursement to the Noteholders in reduction of such shortfall an amount equal to the lesser of the amount then on deposit in the Note (v) for so long as no Insurer Default shall have occurred and be continuing, to the Note Insurer, (A) from Available Funds transferred from the Collection Account to the Note Payment Account the sum of (x) the Note Insurer Premium for such Payment Date, plus (y) all accrued but unpaid Note Insurer Premiums, if any, for prior Payment Dates plus (z) the aggregate amount of all other Note Insurer Obligations payable to the Note Insurer and outstanding Class on such Payment DateDate because of the failure of such Holder or Holders to tender their Notes shall, provided that on such date, be set aside and credited to, and shall be held uninvested in trust for, the account or accounts of the appropriate non-tendering Holder or Holders. If any Notes as to which notice has been given pursuant to this Section 5.01(f) shall not have been surrendered for cancellation within six (B6) if Available Funds transferred from months after the Collection Account time specified in such notice, the Indenture Trustee shall mail a second notice to the Note Payment Account are insufficient remaining non-tendering Noteholders to pay surrender their Notes for cancellation in order to receive the amounts due final payment with respect thereto. If within one (1) year after the outstanding Note Insurer Obligations second notice all such Notes shall not have been surrendered for cancellation, then payablethe Indenture Trustee, directly or through an agent, shall take such steps to contact the remaining non-tendering Noteholders concerning the surrender of their Notes as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Noteholders following the first anniversary of the delivery of such second notice to the non-tendering Noteholders shall be paid out of such funds. No interest shall accrue or be payable to any former Holder on any amount held in trust pursuant to this paragraph. If any Notes as to which notice has been given pursuant to this Section 5.01(f), shall not have been surrendered for cancellation by the second anniversary of the delivery of the second notice, then, subject to applicable escheat laws, the Indenture Trustee will withdraw from the Reserve Account an amount equal shall distribute to the lesser Issuer all unclaimed funds and all liability of the Indenture Trustee with respect to such trust money shall thereupon cease. (g) Notwithstanding any other provision of this Indenture, the Indenture Trustee shall comply with all withholding requirements respecting payments to Noteholders of interest or original issue discount that the Indenture Trustee reasonably believes are applicable under the Code or any similar provision of state, local or foreign law. The consent of Noteholders shall not be required for such withholding. If the Indenture Trustee does withhold any amount then on deposit in from payments or advances of interest or original issue discount to any Noteholder pursuant to any applicable withholding requirements, the Reserve Account and Indenture Trustee shall indicate the amount of withheld to such shortfall, and remit such lesser amount Noteholder. Any amounts so withheld shall be deemed to the Note Insurer in reduction of such shortfall; (vi) to the Reserve Account, from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the lesser of remaining Available Funds and the Reserve Fund Reimbursement Amount for such Payment Date, if applicable; (vii) to the Successor Servicer, from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to (A) the Additional Servicing Fee for the related Collection Period, plus all accrued and unpaid Additional Servicing Fees, if any, for prior Collection Periods, provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall for disbursement to the Successor Servicer in reduction of such shortfall; (viii) to the Noteholders, pro rata based on their respective Note Balances, if such Payment Date is a Payment Date on which the Issuer is making or is required to make an Acquisition Payment, any remaining Available Funds transferred from the Collection Account to the Note Payment Account to the extent of the required Acquisition Payment; (ix) to the Noteholders, pro-rata, based on their respective Note Balances (A) any remaining Available Funds transferred from the Collection Account to the Note Payment Account in reduction of the Note Balance of the Notes, until such Note Balance is reduced to zero, (B) if such Payment Date is the Payment Date on which the Issuer is effecting an optional redemption of the Notes pursuant to Section 11.01, and there is an outstanding Note Balance after payment of the amounts described in clause (A) above, the Trustee will disburse to the Noteholders for payment on the Note Balance any amounts deposited in the Note Payment Account by the Issuer in respect of the Redemption Amount pursuant to Section 11.02, (C) if such Payment Date is the Final Payment Date or the Payment Date on which the Issuer is effecting an optional redemption of the Notes pursuant to Section 11.01, and there is an outstanding Note (x) remaining amounts in the following order of priority: (A) any of the Trustee's reasonable, out of pocket expenses to which the Trustee is entitled to payment (to the extent expressly set forth in this Agreement) which have exceeded $200,000 in the aggregate during the term of this Agreement; then to (B) any amounts which would have been paid to the Note Insurer under subsection such Noteholder for all purposes of this Indenture. (b)(vh) but If Additional Notes of a Class are issued that bear interest at a floating rate, for the occurrence and continuation purposes of an Insurer Default; and thenall of the allocations provided for in this Section 5.01, such Notes will be treated as having the same alphabetical designation as the fixed rate Notes of such Class.

Allocations and Payments. (a) On each Determination Payment Date, Available Funds for such Payment Date will be applied by the Indenture Trustee (all in accordance with the Servicing Report) in the following order of priority (in each case to the extent of Available Funds remaining after taking into account allocations and payments of a higher priority but subject to the rights of the Servicer shall calculate and the Indenture Trustee pursuant to Article III and Article IV): (i) to the Advance Rents Reserve Account, until such account contains an amount equal to the amount that the Obligors are required pursuant to Section 4.04 to have deposited to such account on such Payment Date; (ii) to the Impositions and Insurance Reserve Account, until such account contains an amount equal to the amount that the Obligors are required pursuant to Section 4.03 to have deposited to such account on such Payment Date; (iii) in the following order, first, pro rata to the Indenture Trustee, the Custodian and the Servicer in an amount equal to the Indenture Trustee Fee, Custodial Fee, Servicing Fee, and Other Servicing Fees due on such Payment Date (or that remain unpaid from prior Payment Dates), second, to the Backup Manager in an amount equal to the Transition Fee, if any, due on such Payment Date, third, to the Indenture Trustee and the Servicer in respect of unreimbursed Advances, including Advance Interest thereon, and fourth, to the payment of other Additional Issuer Expenses due on such Payment Date (or that remain unpaid from prior Payment Dates); (iv) to the Holders of each Class of Notes in direct order of alphabetical designation, in respect of interest pro rata based on the amount of Accrued Note Interest of each such Note of such Class on such Payment Date, up to an amount equal to the Accrued Note Interest of such Class of Notes for such Payment Date (or that remains unpaid from prior Payment Dates) (taking into account the allocation of the Yield Maintenance Amount on such Payment Date to the payment of Accrued Note Interest); (v) to the Obligors, until the Obligors have received an amount equal to the sum of (a) the Monthly Operating Expense Amount for the current Collection Period and, to the extent not previously paid, for all prior Collection Periods, (b) the amount of funds each payment made to a Site Owner under a Step Funding Agreement attributable to the preceding Collection Period, and, to the extent not previously paid, for all prior Collection Periods, if the option on deposit in each of the Accounts additional one year extension to which such payment relates was exercised by the applicable Obligor prior to the Initial Closing Date and (c) the amount of Available Fundsall Profit Sharing Revenue attributable to the preceding Collection Period, and and, to the extent not previously paid, for all prior Collection Periods; (iivi) as applicable, to the Trustee Fee, the Backup Servicing Fee, the Servicing Fee, the Additional Servicing Fee, the Interest Distributable Amount, the Required Reserve Amount, the Reserve Fund Reimbursement AmountManager, the amount necessary to be paid pay the accrued and unpaid Management Fee for the preceding Collection Period and, to Noteholders the extent not previously paid, for all prior Collection Periods; (vii) to the Obligors, the amount necessary to pay Operating Expenses of the Asset Entities for the current Collection Period in excess of the Monthly Operating Expense Amount that has been approved by the Servicer, if any; (viii) if an Amortization Period is not then in effect and no Event of Default has occurred and is continuing, to the holders of the Series 2010-1 Class A Notes, an amount up to the Series 2010-1 Class A Monthly Amortization Amount; (ix) if neither an Amortization Period nor a Rapid Amortization Period is then in effect and no Event of Default has occurred and is continuing and an Additional Principal Payment Amount is due on such Payment Date, to the holders of each Class of Notes in direct order of alphabetical designation, in respect of principalprincipal pro rata based on the Note Class Percentage Interest of each such note of such Class on such Payment Date, up to an amount equal to such Additional Principal Payment Amount; (x) if a Cash Trap Condition is continuing and neither an Amortization Period nor a Rapid Amortization Period is then in effect and no Event of Default has occurred and is continuing, any amounts remaining will be deposited into the Cash Trap Reserve Account; (xi) during an Amortization Period or during the continuation of an Event of Default, to the Holders of each Class of Notes in direct order of alphabetical designation, the then unpaid Class Principal Balance of the outstanding Notes of such Class; (xii) to the Holders of each Class of Notes in direct order of alphabetical designation an amount equal to the aggregate amount of Accrued Note Interest for all prior Interest Accrual Periods not paid to such Holders as a consequence of a Value Reduction Amount, with interest thereon at the applicable Note Rate for the Notes of such Class and Series from the Payment Date on which each installment of such Accrued Note Interest was not paid to the date of payment thereof (such amount, the “Value Reduction Amount Interest Restoration Amount”) pro rata based upon the Value Reduction Amount Interest Restoration Amount owed to such Holders; (xiii) during a Rapid Amortization Period with respect to any Series of Notes, to the Holders of all such Series of Notes that are then in a Rapid Amortization Period in direct order of alphabetical designation of Class of such Series, up to an amount equal to the aggregate principal balance of such Class of Notes of such Series; (xiv) if Post-ARD Additional Interest is due with respect to any Series of Notes, to the Holders of all such Series of Notes in direct order of alphabetical designation of Class, first pro rata based upon the amount payable of Post-ARD Additional Interest due, to the payment of Post-ARD Additional Interest due on each such Note of such Class and then, pro rata based on the amount of Deferred Post-ARD Additional Interest due, to the payment of all Deferred Post-ARD Additional Interest due on each such Note of such Class; (xv) to the Holders of each Class of Notes in direct order of alphabetical designation, any unpaid Prepayment Consideration, pro rata based on the amount of Prepayment Consideration then due in respect of the Notes of such Class; and (xvi) to pay any remaining amounts to, or at the direction of, the Issuers. All such allocations by the Note Insurer pursuant to the Policy, which amounts Indenture Trustee shall be based on the information set forth in the Monthly Servicer Report for Servicing Report. In no event shall the related Payment Date. The Servicer shall send Indenture Trustee have any obligation to recalculate or verify the Monthly Servicer Report to information contained in the Trustee and the Note Insurer by 11:00 a.m. New York, New York time on each such Determination DateServicing Report. (b) On each Payment Date, in accordance with the Trustee shall make the following payments from the applicable Accounts in the following order of priority and in the amounts set forth in the Monthly Servicer Report for such Payment Date; provided however, such payments shall be (i) to the Trustee (A) from Available Funds transferred from the Collection Account to the Note Payment AccountServicing Report, an amount equal to the sum Yield Maintenance Amount for the preceding Interest Accrual Period will be withdrawn from the Yield Maintenance Reserve Account and will be added to the amounts available under Section 5.01(a)(iv) and allocated in accordance with Section 5.01(a)(iv) to the Holders of the Notes. On each Payment Date, other than a Payment Date during the continuance of an Event of Default, after giving effect to any withdrawal in accordance with the preceding sentence, to the extent the remaining amount in the Yield Maintenance Reserve Account exceeds the amount necessary to fund the Yield Maintenance Amount for the remaining portion of the Site Acquisition Period, such excess shall be distributed to or at the direction of the Issuers. On the Payment Date following the end of the Site Acquisition Period and after giving effect to any withdrawal in accordance with the preceding sentences, any remaining balance in the Yield Maintenance Reserve Account shall be applied to pay any applicable Prepayment Consideration in connection with prepayments in connection with the end of the Site Acquisition Period (in accordance with Section 5.01(a)(xv)) and the balance paid to or at the direction of the Issuers. (c) Except as otherwise provided below, all such payments made with respect to each Class of Notes on each Payment Date shall be made to the Holders of such Notes of record at the close of business on the related Record Date and, in the case of each such Holder, shall be made by wire transfer of immediately available funds to the account thereof, if such Holder shall have provided the Indenture Trustee Fee with wiring instructions no later than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent Payment Dates), and otherwise shall be made by check mailed to the address of such Holder as it appears in the Note Register. The final payment on each Note will be made in like manner, but only upon presentation and surrender of such Note at the offices of the Note Registrar or such other location specified in the notice to Noteholders of such final payment. (d) Each payment with respect to a Book-Entry Note shall be paid to the Depositary, as Holder thereof, and the Depositary shall be responsible for crediting the amount of such payment to the accounts of its DTC Participants in accordance with its normal procedures. Each DTC Participant shall be responsible for making such payment to the related Note Owners that it represents and to each indirect participating brokerage firm for which it acts as agent. Each such indirect participating brokerage firm shall be responsible for disbursing funds to the related Note Owners that it represents. None of the parties hereto shall have any responsibility therefor except as otherwise provided by this Indenture or applicable law. The Issuers shall perform its obligations under the Letters of Representations among the Issuers and the initial Depositary. (e) The rights of the Noteholders to receive payments from the proceeds of the Collateral in respect of their Notes, and all rights and interests of the Noteholders in and to such payments, shall be as set forth in this Indenture. Neither the Holders of any Class of Notes nor any party hereto shall in any way be responsible or liable to the Holders of any other Class of Notes in respect of amounts previously paid on the Notes in accordance with this Indenture. (f) Except as otherwise provided herein, whenever the Indenture Trustee receives written notice that the final payment with respect to any Class of Notes will be made on the next Payment Date, the Indenture Trustee shall, as promptly as possible thereafter, mail to each Holder of such Class of Notes of record on such date a notice to the effect that: (i) the Indenture Trustee expects that the final payment with respect to such Class of Notes will be made on such Payment Date but only upon presentation and surrender of such Notes at the office of the Note Registrar or at such other location therein specified, and (ii) no interest shall accrue on such Notes from and after the end of the Interest Accrual Period for such Payment Date, plus all accrued and unpaid Trustee Fees, if any, for prior Payment Dates, plus all reasonable out . Any funds not paid to any Holder or Holders of pocket expenses (but only up to $200,000 during the term of this Agreement) to which the Trustee is entitled to payment (to the extent expressly set forth under this Agreement) provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount Notes of such shortfall for disbursement to the Trustee in reduction of such shortfall; (ii) to the Servicer, from the Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the sum of the Servicing Fee for the related Collection Period, plus all accrued and unpaid Servicing Fees, if any, for prior Collection Periods (plus an amount equal to any Transition Fees then owing to the Successor Servicer, if any); (iii) to the Backup Servicer (A) from Available Funds transferred from the Collection Account to the Note Payment Account, the Backup Servicer Fee for such Payment Date, plus all accrued and unpaid Backup Servicer Fees, if any, for prior Payment Dates, plus all reasonable out of pocket expenses to which the Backup Servicer is entitled to payment (to the extent expressly set forth under this Agreement) provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall for disbursement to the Backup Servicer in reduction of such shortfall; (iv) to the Noteholders, pro rata, based on their respective Note Balances (A) from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the sum of the Interest Distributable Amount for such Payment Date, plus any outstanding amount of Interest Carryover Shortfall, if any, for prior Payment Dates provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account, are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such interest shortfall for disbursement to the Noteholders in reduction of such shortfall, and provided further that (C) if the amount described in clause (A) above remains unpaid after the application of amounts withdrawn from the Reserve Account in accordance with clause (B) above, the Trustee will withdraw from the amount remitted by the Note Insurer to the Note Payment Account for disbursement to the Noteholders in reduction of such shortfall an amount equal to the lesser of the amount then on deposit in the Note (v) for so long as no Insurer Default shall have occurred and be continuing, to the Note Insurer, (A) from Available Funds transferred from the Collection Account to the Note Payment Account the sum of (x) the Note Insurer Premium for such Payment Date, plus (y) all accrued but unpaid Note Insurer Premiums, if any, for prior Payment Dates plus (z) the aggregate amount of all other Note Insurer Obligations payable to the Note Insurer and outstanding Class on such Payment DateDate because of the failure of such Holder or Holders to tender their Notes shall, provided that on such date, be set aside and credited to, and shall be held uninvested in trust for, the account or accounts of the appropriate non-tendering Holder or Holders. If any Notes as to which notice has been given pursuant to this Section 5.01(f) shall not have been surrendered for cancellation within six (B6) if Available Funds transferred from months after the Collection Account time specified in such notice, the Indenture Trustee shall mail a second notice to the Note Payment Account are insufficient remaining non-tendering Noteholders to pay surrender their Notes for cancellation in order to receive the amounts due final payment with respect thereto. If within one (1) year after the outstanding Note Insurer Obligations second notice all such Notes shall not have been surrendered for cancellation, then payablethe Indenture Trustee, directly or through an agent, shall take such steps to contact the remaining non-tendering Noteholders concerning the surrender of their Notes as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Noteholders following the first anniversary of the delivery of such second notice to the non-tendering Noteholders shall be paid out of such funds. No interest shall accrue or be payable to any former Holder on any amount held in trust pursuant to this paragraph. If any Notes as to which notice has been given pursuant to this Section 5.01(f), shall not have been surrendered for cancellation by the second anniversary of the delivery of the second notice, then, subject to applicable escheat laws, the Indenture Trustee will withdraw from the Reserve Account an amount equal shall distribute to the lesser Issuers all unclaimed funds. (g) Notwithstanding any other provision of this Indenture, the Indenture Trustee shall comply with all federal withholding requirements respecting payments to Noteholders of interest or original issue discount that the Indenture Trustee reasonably believes are applicable under the Code. The consent of Noteholders shall not be required for such withholding. If the Indenture Trustee does withhold any amount from payments or advances of interest or original issue discount to any Noteholder pursuant to federal withholding requirements, the Indenture Trustee shall indicate the amount then on deposit in the Reserve Account and the amount of withheld to such shortfall, and remit such lesser amount Noteholder. Any amounts so withheld shall be deemed to the Note Insurer in reduction of such shortfall; (vi) to the Reserve Account, from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the lesser of remaining Available Funds and the Reserve Fund Reimbursement Amount for such Payment Date, if applicable; (vii) to the Successor Servicer, from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to (A) the Additional Servicing Fee for the related Collection Period, plus all accrued and unpaid Additional Servicing Fees, if any, for prior Collection Periods, provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall for disbursement to the Successor Servicer in reduction of such shortfall; (viii) to the Noteholders, pro rata based on their respective Note Balances, if such Payment Date is a Payment Date on which the Issuer is making or is required to make an Acquisition Payment, any remaining Available Funds transferred from the Collection Account to the Note Payment Account to the extent of the required Acquisition Payment; (ix) to the Noteholders, pro-rata, based on their respective Note Balances (A) any remaining Available Funds transferred from the Collection Account to the Note Payment Account in reduction of the Note Balance of the Notes, until such Note Balance is reduced to zero, (B) if such Payment Date is the Payment Date on which the Issuer is effecting an optional redemption of the Notes pursuant to Section 11.01, and there is an outstanding Note Balance after payment of the amounts described in clause (A) above, the Trustee will disburse to the Noteholders for payment on the Note Balance any amounts deposited in the Note Payment Account by the Issuer in respect of the Redemption Amount pursuant to Section 11.02, (C) if such Payment Date is the Final Payment Date or the Payment Date on which the Issuer is effecting an optional redemption of the Notes pursuant to Section 11.01, and there is an outstanding Note (x) remaining amounts in the following order of priority: (A) any of the Trustee's reasonable, out of pocket expenses to which the Trustee is entitled to payment (to the extent expressly set forth in this Agreement) which have exceeded $200,000 in the aggregate during the term of this Agreement; then to (B) any amounts which would have been paid to the Note Insurer under subsection such Noteholder for all purposes of this Indenture. (b)(vh) but If Additional Notes of a Class are issued that bear interest at a floating rate, for the occurrence and continuation purposes of an Insurer Default; and thenall of the allocations provided for in this Section 5.01, such Notes will be treated as having the same alphabetical designation as the fixed rate Notes of such Class.

Allocations and Payments. (a) On each Determination Date, the Servicer shall calculate calculate, (i) the amount of funds on deposit in each of the Accounts and the amount of Available Funds, and (ii) as applicable, the Trustee Fee, the Backup Servicing Fee, the Servicing Fee, the Additional Servicing Fee, the Interest Distributable Amount, the Required Reserve Amount, the Reserve Fund Reimbursement Amount, and the amount to be paid to Noteholders in respect of principal, and the amount payable by the Note Insurer pursuant to the Policy, which amounts shall be set forth in the Monthly Servicer Report for the related Payment Date. The Servicer shall send the Monthly Servicer Report to the Trustee and the Note Insurer by 11:00 a.m. New York, New York time on each such Determination Date. (b) On each Payment Date, the Trustee shall make the following payments from the applicable Accounts in the following order of priority and in the amounts set forth in the Monthly Servicer Report for such Payment Date; provided howeverPROVIDED HOWEVER, that such payments shall bebe made only to the extent of funds then on deposit in the applicable Account, and provided, further that payments from the Note Payment Account shall be made only on the Payment Date: (i) to the Trustee (A) from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the sum of the Trustee Fee for such Payment Date, plus all accrued and unpaid Trustee Fees, if any, for prior Payment Dates, plus all reasonable out of pocket expenses (but only up to $200,000 during the term of this Agreement) to which the Trustee is entitled to payment (to the extent expressly set forth under this Agreement) provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall for disbursement to the Trustee in reduction of such shortfall; (ii) to the Servicer, from the Available Funds transferred from the Collection Account to the Note Payment Account, to the Servicer, an amount equal to the sum of the Servicing Fee for the related Collection Period, plus all accrued and unpaid Servicing Fees, if any, for prior Collection Periods (Periods, plus an amount equal to any Transition Fees then owing to the Successor Servicer, if any, (which expenses and costs, including any amount reimbursed, will not exceed $100,000 for any Successor Servicer (including the Backup Servicer) during the term of this Agreement); (iii) to the Backup Servicer (A) from Available Funds transferred from the Collection Account to the Note Payment Account, the Backup Servicer Fee for such Payment Date, plus all accrued and unpaid Backup Servicer Fees, if any, for prior Payment Dates, plus all reasonable out of pocket expenses (but only up to $100,000 during the term of this Agreement) to which the Backup Servicer is entitled to payment (to the extent expressly set forth under this Agreement) provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall for disbursement to the Backup Servicer in reduction of such shortfall; (iv) to the Noteholders, pro rata, based on their respective Note Balances (A) from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the sum of the Interest Distributable Amount for such Payment Date, Date plus any outstanding amount of Interest Carryover Shortfall, if any, for prior Payment Dates provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account, are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such interest shortfall for disbursement to the Noteholders in reduction of such shortfall, and provided further that (C) if the amount described in clause (A) above remains unpaid after the application of amounts withdrawn from the Reserve Account in accordance with clause (B) above, the Trustee will withdraw from the amount remitted by the Note Insurer to the Note Payment Account for disbursement to the Noteholders in reduction of such shortfall an amount equal to the lesser of the amount then on deposit in the Note; (v) for so long as no Insurer Default shall have occurred and be continuing, to the Note Insurer, (A) from Available Funds transferred from the Collection Account to the Note Payment Account the sum of (x) the Note Insurer Premium for such Payment DateAccount, plus (y) all accrued but unpaid Note Insurer Premiums, if any, for prior Payment Dates plus (z) the aggregate amount of all other Note Insurer Obligations payable to the Note Insurer and outstanding on such Payment Date, provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amounts due the outstanding Note Insurer Obligations then payable, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall, and remit such lesser amount to the Note Insurer in reduction of such shortfall; (vi) to the Reserve Account, from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the lesser of remaining Available Funds and the Reserve Fund Reimbursement Amount for such Payment Date, if applicable; (vii) to the Successor Servicer, from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to (A) the Additional Servicing Fee for the related Collection Period, plus all accrued and unpaid Additional Servicing Fees, if any, for prior Collection Periods, provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall for disbursement to the Successor Servicer in reduction of such shortfall; (viiivi) to the Noteholders, pro rata based on their respective Note Balances, if such Payment Date is a Payment Date on which the Issuer is making or is required to make an Acquisition Payment, any remaining Available Funds transferred from the Collection Account to the Note Payment Account to the extent of the required Acquisition Payment; (ix) to the Noteholders, pro-rata, based on their respective Note Balances (A) any remaining Available Funds transferred from the Collection Account to the Note Payment Account in reduction of the Note Balance of the Notes, until such the Note Balance is reduced to zero, (B) if such Payment Date is the Payment Date on which the Issuer is effecting an optional redemption of the Notes pursuant to Section 11.0110.01, and there is an outstanding Note Balance after payment of the amounts described in clause (A) above, the Trustee will disburse to the Noteholders for payment on the Note Balance any amounts deposited in the Note Payment Account by the Issuer in respect of the Redemption Amount pursuant to Section 11.0210.02, (C) if such Payment Date is the Final Payment Date or the Payment Date on which the Issuer is effecting an optional redemption of the Notes pursuant to Section 11.0110.01, and there is an outstanding NoteNote Balance (after payment of the amounts described in clauses (A) and (B) above), the Trustee will withdraw from all remaining funds on deposit in the Collection Account and remit to the Note Payment Account, an amount equal to the lesser of the amount then on deposit in the Collection Account and the amount of the outstanding Note Balance and remit such lesser amount to the Noteholders in reduction of the outstanding Note Balance and (D) if on the Final Payment Date there is an outstanding Note Balance (after payment of the amounts described in clauses (A), (B) and (C) above), the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of the outstanding Note Balance and remit such lesser amount to the Noteholders in reduction of the outstanding Note Balance; and (xvii) remaining amounts in the following order of priority: (A) any of the Trustee's reasonable, reasonable out of pocket expenses to which the Trustee is entitled to payment (to the extent expressly set forth in this Agreement) which have exceeded $200,000 in the aggregate during the term of this Agreement; then to (B) any amounts of the Backup Servicer's reasonable out of pocket expenses to which would the Backup Servicer is entitled to payment (to the extent expressly set forth in this Agreement) which have been exceeded $100,000 in the aggregate during the term of this Agreement; and then to (C) to the Issuer. (c) The Servicer shall on each Payment Date instruct the Trustee to distribute to each Noteholder of record on the related Record Date by wire transfer of immediately available funds, the amount to be paid to such Noteholder in respect of the related Note Insurer under subsection (b)(v) but for the occurrence and continuation of an Insurer Default; and thenon such Payment Date.

Allocations and Payments. (a) On each Determination Date, the Servicer shall calculate (i) the amount of funds on deposit in each of the Accounts and the amount of Available Funds, and (ii) as applicable, the Trustee Fee, the Backup Servicing Fee, the Servicing Fee, the Additional Servicing Fee, the average daily Note Balance for the Collection Period, the Interest Distributable Amount, the Required Reserve Amount, the Reserve Fund Reimbursement Amount, the amount aggregate Principal Distributable Amount, the unpaid Note Balance before and after giving effect to be paid to Noteholders in respect of principalany Principal Distributable Amount, the Prepayment Amount, the Release Payment, the Facility Fee, and the amount payable by the Note Insurer pursuant to the Policy, which amounts shall be set forth in the Monthly Servicer Report for the related Payment Date. The Servicer shall send the Monthly Servicer Report to the Trustee and the Note Insurer by 11:00 a.m. New York, New York time on each such Determination Date. (b) On each Payment Date, the Trustee shall make the following payments from the applicable Accounts in the following order of priority and in the amounts set forth in the Monthly Servicer Report for such Payment Date; provided however, such payments shall bebe made only to the extent of funds then on deposit in the applicable Account, and provided further that payments from the Note Payment Account shall be made only on the Payment Date. (i) to the Trustee (A) from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the sum of the Trustee Fee for such Payment Date, plus all accrued and unpaid Trustee Fees, if any, for prior Payment Dates, plus all reasonable out of pocket expenses (but only up to $200,000 [*] during the term of this Agreement) to which the Trustee is entitled to payment (to the extent expressly set forth under this Agreement) provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall for disbursement to the Trustee in reduction of such shortfall;. (ii) to the Servicer, from the Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the sum of the Servicing Fee for the related Collection Period, plus all accrued and unpaid Servicing Fees, if any, for prior Collection Periods (plus an amount equal to any Transition Fees then owing to the Successor Servicer, if any); (iii) to the Backup Servicer (A) from Available Funds transferred from the Collection Account to the Note Payment Account, the Backup Servicer Fee for such Payment Date, plus all accrued and unpaid Backup Servicer Fees, if any, for prior Payment Dates, plus all reasonable out of pocket expenses to which the Backup Servicer is entitled to payment (to the extent expressly set forth under this Agreement) provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount 38 44 described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall for disbursement to the Backup Servicer in reduction of such shortfall; (iv) to the Noteholders, pro rata, based on their respective Note Balances (A) from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the sum of the Interest Distributable Amount for such Payment Date, plus any outstanding amount of Interest Carryover Shortfall, if any, for prior Payment Dates provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account, are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such interest shortfall for disbursement to the Noteholders in reduction of such shortfall, and provided further that (C) if the amount described in clause (A) above remains unpaid after the application of amounts withdrawn from the Reserve Account in accordance with clause (B) above, the Trustee will withdraw from the amount remitted by the Note Insurer to the Note Payment Account for disbursement to the Noteholders in reduction of such shortfall an amount equal to the lesser of the amount then on deposit in the NoteNote Payment Account pursuant to a payment by the Note Insurer and the amount of such interest shortfall; (v) for so long as no Insurer Default shall have occurred and be continuing, to the Note Insurer, (A) from Available Funds transferred from the Collection Account to the Note Payment Account the sum of (x) the Note Insurer Premium for such Payment Date, plus (y) all accrued but unpaid Note Insurer Premiums, if any, for prior Payment Dates plus (z) the aggregate amount of all other Note Insurer Obligations payable to the Note Insurer and outstanding on such Payment Date, provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amounts due the outstanding Note Insurer Obligations then payable, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall, and remit such lesser amount to the Note Insurer in reduction of such shortfall; (vi) to the Reserve Account, from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the lesser of remaining Available Funds and the Reserve Fund Reimbursement Amount for such Payment Date, if applicable; (vii) to the Successor Servicer, from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to (A) the Additional Servicing Fee for the related Collection Period, plus all accrued and unpaid Additional Servicing Fees, if any, for prior Collection Periods, provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall for disbursement to the Successor Servicer in reduction of such shortfall; (viii) to the Noteholders, pro rata based on their respective Note Balances, if such Payment Date is a Payment Date on which the Issuer is making or is required to make an Acquisition Payment, any remaining Available Funds transferred from the Collection Account to the Note Payment Account to the extent of the required Acquisition Payment; (ix) to the Noteholders, pro-rata, based on their respective Note Balances (A) any remaining Available Funds transferred from the Collection Account to the Note Payment Account in reduction of or, at such time as the Note Balance of the Notes, until such Note Balance is reduced to zero, (B) if such Payment Date is the Payment Date on which the Issuer is effecting an optional redemption of the Notes pursuant to Section 11.01, and there is an outstanding Note Balance after payment of the amounts described in clause (A) above, the Trustee will disburse to the Noteholders for payment based on the Note Balance any amounts deposited in the Note Payment Account by the Issuer in respect Maximum Principal Amount of the Redemption Amount pursuant to Section 11.02, (C) if such Payment Date is the Final Payment Date or the Payment Date on which the Issuer is effecting an optional redemption of the Notes pursuant to Section 11.01, and there is an outstanding Note (x) remaining amounts in the following order of priority: (A) any of the Trustee's reasonable, out of pocket expenses to which the Trustee is entitled to payment (to the extent expressly set forth in this Agreement) which have exceeded $200,000 in the aggregate during the term of this Agreement; then to (B) any amounts which would have been paid to the Note Insurer under subsection (b)(v) but for the occurrence and continuation of an Insurer Default; and thentheir

Allocations and Payments. (a) On each Determination Date, the Servicer shall calculate calculate, (i) the amount of funds on deposit in each of the Accounts and the amount of Available Funds, and (ii) as applicable, the Trustee Administrative Agent Fee, the Backup Servicing FeePermitted Expenses, the Servicing Fee, the Additional Servicing Interest Distributable Amount with respect to the Note Balance and the Conversion Fee, the Interest Distributable AmountConversion Fee, the Required Reserve Amount, the Reserve Fund Reimbursement Amount, and the amount to be paid to Noteholders Lenders in respect of principal, and the amount payable by the Note Insurer pursuant to the Policy, which amounts shall be set forth in the Monthly Servicer Report for the related Payment Date. The Servicer shall send the Monthly Servicer Report by electronic mail and by facsimile to the Trustee Administrative Agent and the Note Insurer Lenders by 11:00 a.m. 12:00 noon New York, New York time on each such Determination Date. (b) Prior to 11:00 a.m. on the Business Day immediately preceding each Payment Date, the Administrative Agent shall transfer or cause to be transferred from the Securities Account to the Collection Account the applicable monies due to be disbursed as shown on the Monthly Servicer Report. On each Payment Date, the Trustee Administrative Agent shall make the following payments from the applicable Accounts Collection Account in the following order of priority and in the amounts set forth in the Monthly Servicer Report for such Payment Date; provided provided, however, that such payments shall bebe made only to the extent of Available Funds (it being understood that a failure to pay when due any amounts required to be paid under the Bridge Loan Agreement and the Notes as a result of a lack of Available Funds, which results in a Default or Event of Default under the Bridge Loan Agreement, the Notes or the Guaranty, shall nonetheless continue to constitute a Default and an Event of Default under the Note, the Bridge Loan Agreement and the Guarantee, notwithstanding that such failure results from a lack of Available Funds), and provided, further that, except for pre-payment of interest on the Notes, which shall be made pursuant to the terms of the Notes, payments from the Collections Account shall be made only on the Payment Date: (i) to the Trustee (A) from Available Funds transferred from the Collection Account to the Note Payment AccountAdministrative Agent, an amount equal to the sum of the Trustee Administrative Agent Fee for such Payment Date, plus all accrued and unpaid Trustee Administrative Agent Fees, if any, for prior Payment Dates, plus all reasonable out of pocket expenses (but only up to $200,000 during the term of this Agreement) to which the Trustee is entitled to payment (to the extent expressly set forth under this Agreement) provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall for disbursement to the Trustee in reduction of such shortfallAdministrative Agent; (ii) to the ServicerLenders, from pro rata based on their respective Note Balances, and to the Available Funds transferred from other parties entitled thereto, however applicable, the Collection Account amount of the Permitted Expenses for which copies of the xxxx or invoice setting forth the amount due have been submitted to the Administrative Agent and the Lenders. (iii) to the Lenders, pro rata, based on their respective Note Balances, an amount equal to the sum of the Interest Distributable Amount with respect to the Note Balances for such Payment AccountDate plus any outstanding amount of Interest Carryover Shortfall with respect to the Note Balances, if any, for prior Payment Dates, any amounts owing to the Lenders pursuant to Section 7.02 hereof and any interest payable pursuant to Section 2.4(d) of the Bridge Loan Agreement, less any amounts previously paid with respect to interest on the Note Balances for such Payment Date; (iv) to the Lenders, pro rata, based on their respective Note Balances, an amount equal to the sum of the Interest Distributable Amount with respect to the Conversion Fee for such Payment Date plus any outstanding amount of Interest Carryover Shortfall with respect to the Conversion Fee, if any, for prior Payment Dates and interest on overdue interest with respect to the Conversion Fee calculated as set forth in Section 2.4(d) of the Bridge Loan Agreement, less any amounts previously paid with respect to interest on the Conversion Fee for such Payment Date; (v) to the Servicer, an amount equal to the sum of the Servicing Fee for the related Collection Period, plus all accrued and unpaid Servicing Fees, if any, for prior Collection Periods Periods; (plus vi) to the Lenders, pro rata, based on their respective Note Balances, an amount equal to any Transition Fees then owing the accrued but unpaid Conversion Fee payable to the Successor Servicer, if any)Lenders; (iiivii) to the Backup Servicer (A) from Available Funds transferred from the Collection Account to Lenders, pro rata, based on their respective Note Balances, in reduction of the Note Balance of the Notes, until the Note Balance is reduced to zero, and if such Payment AccountDate is the Final Payment Date or Prepayment Date as defined in the Bridge Loan Agreement, and there is an outstanding Note Balance (after payment of the amounts described in clauses (i) through (vi) above), the Backup Servicer Fee for such Payment Date, plus all accrued and unpaid Backup Servicer Fees, if any, for prior Payment Dates, plus all reasonable out of pocket expenses to which the Backup Servicer is entitled to payment (to the extent expressly set forth under this Agreement) provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee Administrative Agent will withdraw from all remaining funds on deposit in the Reserve applicable Account an amount equal to the lesser of the amount then on deposit in the Reserve Account therein and the amount of such shortfall for disbursement to the Backup Servicer in reduction of such shortfall; (iv) to the Noteholders, pro rata, based on their respective Note Balances (A) from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to the sum of the Interest Distributable Amount for such Payment Date, plus any outstanding amount of Interest Carryover Shortfall, if any, for prior Payment Dates provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account, are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such interest shortfall for disbursement to the Noteholders in reduction of such shortfall, and provided further that (C) if the amount described in clause (A) above remains unpaid after the application of amounts withdrawn from the Reserve Account in accordance with clause (B) above, the Trustee will withdraw from the amount remitted by the Note Insurer to the Note Payment Account for disbursement to the Noteholders in reduction of such shortfall an amount equal to the lesser of the amount then on deposit in the Note (v) for so long as no Insurer Default shall have occurred and be continuing, to the Note Insurer, (A) from Available Funds transferred from the Collection Account to the Note Payment Account the sum of (x) the Note Insurer Premium for such Payment Date, plus (y) all accrued but unpaid Note Insurer Premiums, if any, for prior Payment Dates plus (z) the aggregate amount of all other Note Insurer Obligations payable to the Note Insurer and outstanding on such Payment Date, provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amounts due the outstanding Note Insurer Obligations then payable, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall, Balance and remit such lesser amount to the Note Insurer Lenders in reduction of such shortfall; (vi) to the Reserve Account, from Available Funds transferred from the Collection Account to the outstanding Note Payment Account, an amount equal to the lesser of remaining Available Funds and the Reserve Fund Reimbursement Amount for such Payment Date, if applicable; (vii) to the Successor Servicer, from Available Funds transferred from the Collection Account to the Note Payment Account, an amount equal to (A) the Additional Servicing Fee for the related Collection Period, plus all accrued and unpaid Additional Servicing Fees, if any, for prior Collection Periods, provided that (B) if Available Funds transferred from the Collection Account to the Note Payment Account are insufficient to pay the amount described in clause (A) above, the Trustee will withdraw from the Reserve Account an amount equal to the lesser of the amount then on deposit in the Reserve Account and the amount of such shortfall for disbursement to the Successor Servicer in reduction of such shortfallBalance; (viii) to the Noteholders, pro rata based Issuer. (c) The Servicer shall on their respective Note Balances, if such each Payment Date is a Payment Date on which instruct the Issuer is making or is required Administrative Agent to make an Acquisition Payment, any remaining Available Funds transferred from the Collection Account distribute to the Note Payment Account to the extent each Lender of the required Acquisition Payment; (ix) to the Noteholders, pro-rata, based on their respective Note Balances (A) any remaining Available Funds transferred from the Collection Account to the Note Payment Account in reduction record by wire transfer of the Note Balance of the Notes, until such Note Balance is reduced to zero, (B) if such Payment Date is the Payment Date on which the Issuer is effecting an optional redemption of the Notes pursuant to Section 11.01, and there is an outstanding Note Balance after payment of the amounts described in clause (A) aboveimmediately available funds, the Trustee will disburse amount to the Noteholders for payment on the Note Balance any amounts deposited in the Note Payment Account by the Issuer be paid to such Lender in respect of the Redemption Amount pursuant to Section 11.02, (C) if related Note on such Payment Date Date. In the event the Monthly Servicer Report is not transmitted to the Final Payment Date or Administrative Agent as required above, the Administrative Agent shall notify the Lenders thereof and shall, on the Payment Date on which Date, make such payments as the Issuer is effecting an optional redemption of the Notes pursuant to Section 11.01, and there is an outstanding Note (x) remaining amounts in the following order of priority: (A) any of the Trustee's reasonable, out of pocket expenses to which the Trustee is entitled to payment (to the extent expressly set forth in this Agreement) which have exceeded $200,000 in the aggregate during the term of this Agreement; then to (B) any amounts which would have been paid to the Note Insurer under subsection (b)(v) but for the occurrence and continuation of an Insurer Default; and thenMajority Lenders shall authorize.