Common use of Default Allocations Clause in Contracts

Default Allocations. On each Payment Date (or such other date as selected by the Trustee pursuant to the Indenture) (i) following the occurrence of an Event of Default, (ii) following an acceleration of the Notes pursuant to Section 5.02 of the Indenture that has not been rescinded and annulled in accordance with the terms of the Indenture, or (iii) following the institution of Proceedings for the foreclosure of the Indenture and the liquidation of the Collateral pursuant to Section 5.04(a)(ii) of the Indenture, the Trustee will transfer all Collections on deposit in the Collection Account as of the end of the applicable Collection Period, including Proceeds from the liquidation of the Collateral, to the Distribution Account. On each Payment Date (or such other date as selected by the Trustee pursuant to the Indenture), the Trustee will distribute such amounts together with Available Funds and all other funds available for distributions on the Notes, to the extent there are sufficient funds, to the following parties in the order of priority set forth below. With respect to the Notes then Outstanding, payments shall be made pro rata to the Holders of Notes based on their respective Percentage Interests. 1. to the Trustee, the Owner Trustee, the Servicer, the Backup Servicer (including in its capacity as Successor Servicer), the Custodian, the Split Loan Agent, if any, the Paying Agent and the Lockbox Bank amounts due and owing to such entities pursuant to the priorities in clauses 1 and 2 of Section 7.06(a), and without regard to the cap set forth in clauses 1 and 2 of Section 7.06(a); 2. to the Holders of the Notes, on a pro rata basis, for any unpaid amounts on such Notes for interest; 3. to the Holders of the Notes, on a pro rata basis, for any unpaid amounts on such Notes for principal, until such Notes are paid in full; and 4. to pay all remaining amounts to the Certificateholder.

Default Allocations. On each Payment Date (or such other date as selected by the Trustee pursuant to the Indenture) (i) following the occurrence of an Event of Default, (ii) following an acceleration of the Notes pursuant to Section 5.02 of the Indenture that has not been rescinded and annulled in accordance with the terms of the Indenture, or (iiiii) following the institution of Proceedings proceedings for the foreclosure of the Indenture and the liquidation of the Collateral pursuant to Section 5.04(a)(ii) of the Indenture, the Trustee will transfer all Collections on deposit in the Collection Account as of the end of the applicable Collection PeriodAccount, including Proceeds from the liquidation of the Collateral, to the Distribution Account. On each Payment Date (or such other date as selected by the Trustee pursuant to the Indenture), the Trustee will distribute such amounts together with Available Funds and all other funds available for distributions on the Notes, to the extent there are sufficient funds, to the following parties in the order of priority set forth belowbelow (in the form of the Monthly Report). With respect to the Notes then Outstanding, payments shall be made pro rata to the Holders of Notes based on their respective Percentage Interests. (1. ) to the Trustee, the Owner Trustee, the Servicer, the Backup Servicer (including in its capacity as Successor Servicer), the Custodian, the Split Loan Agent, if any, the Paying Agent Custodian and the Lockbox Bank Bank, certain amounts due and owing to such entities entities, pursuant to the priorities in clauses 1 (1) and 2 (2) of Section 7.06(aSections 7.05(a)(i) and 7.05(a)(ii), and without regard to the cap caps set forth in clauses 1 and 2 of Section 7.06(a)such clauses; (2. ) to the Holders of the NotesNoteholders, on a pro rata basis, for any unpaid amounts on such Notes for interestInterest Amounts; (3. ) to the Holders Noteholders, in payment of principal on the Notes, on a pro rata basis, for any unpaid amounts on such Notes for principal, until such Notes are paid in fullthe Aggregate Outstanding Note Balance is reduced to zero; and (4. to pay all ) any remaining amounts to or at the Certificateholderwritten direction of the Issuer.

Default Allocations. On each Payment Date (or such other date as selected by the Trustee pursuant to the Indenture) (i) following the occurrence of an Event of Default, (ii) following an acceleration of the Notes pursuant to Section ‎Section 5.02 of the Indenture that has not been rescinded and annulled in accordance with the terms of the Indenture, or (iiiii) following the institution of Proceedings proceedings for the foreclosure of the Indenture and the liquidation of the Collateral pursuant to Section 5.04(a)(ii) of the Indenture, the Trustee will transfer all Collections on deposit in the Collection Account as of the end of the applicable Collection PeriodAccount, including Proceeds from the liquidation of the Collateral, to the Distribution Account. On each Payment Date (or such other date as selected by the Trustee pursuant to the Indenture), the Trustee will distribute such amounts together with Available Funds and all other funds available for distributions on the Notes, to the extent there are sufficient funds, to the following parties in the order of priority set forth belowbelow (in the form of the Monthly Report). With respect to the Notes then Outstanding, payments shall be made pro rata to the Holders of Notes based on their respective Percentage Interests. (1. ) to the Trustee, the Owner Trustee, the Servicer, the Backup Servicer (including in its capacity as Successor Servicer), the CustodianBackup Servicer, the Split Loan Agent, if anySecurities Intermediary, the Paying Agent Custodian and the Lockbox Bank Bank, all amounts due and owing to such entities entities, pursuant to the priorities in clauses 1 (1) and 2 (2) of Section 7.06(a‎Section 7.05(a)(i) and ‎Section 7.05(a)(ii), and without regard to the cap caps set forth in clauses 1 and 2 of Section 7.06(a)such clauses; (2. ) to the Holders of the NotesNoteholders, on a pro rata basis, for any unpaid amounts on such Notes for interestInterest Amounts; (3. ) to the Holders Noteholders, in payment of principal on the NotesNotes until the Aggregate Outstanding Note Balance is reduced to zero; (4) to the Noteholders, on a pro rata basis, for any unpaid remaining amounts on such Notes for principal, until such Notes are paid in fullthen due and payable; and 4. to pay all (5) any remaining amounts to or at the Certificateholderwritten direction of the Issuer.

Default Allocations. On each Payment Date (or such other date as selected by the Trustee pursuant to the Indenture) (i) following the occurrence of an Event of DefaultDefault (other than an Event of Default described in Section 5.01(iii) or (iv) of the Indenture), (ii) following an acceleration of the Notes pursuant to Section 5.02 of the Indenture that has not been rescinded and annulled in accordance with the terms of the Indenture, or (iii) following the institution of Proceedings for the foreclosure of the Indenture and the liquidation of the Collateral pursuant to Section 5.04(a)(ii) of the Indenture, the Trustee will transfer all Collections on deposit in the Collection Account as of the end of the applicable Collection PeriodAccount, including Proceeds from the liquidation of the Collateral, to the Distribution Account. On each Payment Date (or such other date as selected by the Trustee pursuant to the Indenture), the Trustee will distribute such amounts together with Available Funds and all other funds available for distributions on the Notes, to the extent there are sufficient funds, to the following parties in the order of priority set forth below. With respect to the Notes then Outstanding, payments shall be made pro rata to the Holders of Notes based on their respective Percentage Interests. 1. pro rata, to the Trustee, the Owner Trustee, the Servicer, the Backup Servicer (including in its capacity as Servicer, any Successor Servicer), the Custodian, the Split Loan Agent, if any, the Paying Agent Custodian and the Lockbox Bank Bank, certain amounts due and owing to such entities entities, pursuant to the priorities in clauses 1 and 2 of Section 7.06(a7.05(a), and without regard to the cap set forth in clauses 1 and 2 of Section 7.06(a7.05(a); 2. to the Holders of the NotesNoteholders, on a pro rata basis, for any unpaid amounts on such Notes for interestInterest Amounts; 3. to the Holders Noteholders, in payment of principal on the Notes until the Outstanding Principal Balance of the Notes, on a pro rata basis, for any unpaid amounts on such Notes for principal, until such Notes are paid in fullis reduced to zero; and 4. to pay all any remaining amounts to the Certificateholder.

Default Allocations. On each Payment Distribution Date (or such other date as selected by the Trustee pursuant to the Indenture) (i) following the occurrence of an Event of Default, (ii) following Default and an acceleration of the Notes pursuant to Section 5.02 of the Indenture that has not been rescinded and annulled in accordance with the terms of the Indenture, or (iii) following the institution of Proceedings for the foreclosure of the Indenture and the liquidation of the Collateral pursuant to Section 5.04(a)(ii) of the Indenture, the Trustee will transfer all Interest Collections on deposit in the Interest Collection Account as of and all Principal Collections on deposit in the end of Principal Collection Account (and not required to be transferred to the applicable Collection PeriodExposure Reserve Account), including Proceeds proceeds from the liquidation of the Collateral, to the Note Distribution Account. On each Payment Distribution Date (or such other date as selected by the Trustee pursuant to the Indenture), the Trustee will distribute such amounts together with Available Funds and all other funds available for interest and principal distributions on the Notes, to the extent there are sufficient funds, to the following parties in the order of priority set forth below. With respect to the each class of Notes then Outstanding, payments shall be made pro rata to the Holders of Notes of the related class based on their respective Percentage Interests. 1. to the Trustee, payment of Administrative Expenses (in the Owner Trustee, order specified in the Servicer, the Backup Servicer (including in its capacity as Successor Servicerdefinition thereof), the Custodian, the Split Loan Agent, if any, the Paying Agent and the Lockbox Bank amounts due and owing to such entities pursuant subject to the priorities in clauses 1 and 2 of Section 7.06(a), and without regard to the cap limitations set forth in clauses the definition thereof; provided that the cumulative amount of Administrative Expenses paid under this clause 1 and 2 (or under clause 1 of Section 7.06(a7.05(a)) in any rolling twelve month period shall not exceed $250,000 plus 0.03% of the Aggregate Outstanding Loan Balance as of the first day of the related Due Period; 2. to the Holders Servicer, reimbursement for the amount of (a) any Scheduled Payment Advances together with accrued interest thereon, (b) Servicing Advances, together with accrued interest thereon and (c) all Nonrecoverable Advances (other than those related to interest), together with accrued interest thereon; provided that the Notes, cumulative amount of Servicing Advances reimbursed on a pro rata basis, any individual Loan under this clause 2 in any rolling twelve month period shall not exceed the amount of interest payments scheduled to be paid at the contract rate for any unpaid amounts on such Notes for interestLoan over such time period; 3. to the Holders of the NotesServicer, on a pro rata basis, for any its accrued and unpaid amounts on such Notes for principal, until such Notes are paid in full; andServicing Fee; 4. to pay the Class A Noteholders, all accrued and unpaid Class A Interest Amount; 5. to the Class B Noteholders, all accrued and unpaid Class B Interest Amount; 6. to the Class A Noteholders, (a) any accrued and unpaid Noteholder Make-Whole applicable to the Class A Notes (if any) and (b) in payment of principal on the Class A Notes until the Outstanding Principal Balance of the Class A Notes is reduced to zero; 7. to the Class B Noteholders, (a) any accrued and unpaid Noteholder Make-Whole applicable to the Class B Notes (if any) and (b) in payment of principal on the Class B Notes until the Outstanding Principal Balance of the Class B Notes is reduced to zero; 8. to the Class C Noteholders, all accrued and unpaid Class C Interest Amount and any accrued and unpaid Class C Interest Shortfall; 9. to the Class C Noteholders, in payment of principal on the Class C Notes until the Outstanding Principal Balance of the Class C Notes is reduced to zero; 10. to the Servicer, (a) any accrued and unpaid Deferred Servicing Fee (plus accrued and unpaid interest thereon), (b) all Nonrecoverable Advances relating to interest, together with accrued interest thereon and (c) to the extent not reimbursed pursuant to clause 2 above or as otherwise provided for herein, reimbursement for the amount of Servicing Advances, together with accrued interest thereon; 11. pro rata, based on the amounts owed to such Persons under this clause 11, Administrative Expenses (in the order specified in the definition thereof), to the extent not paid pursuant to clause 1 due to the limitations set forth in the definition thereof or in clause 1 above, and any other amounts payable to the Trustee and the Owner Trustee related to indemnification; 12. to the Holder of the Subordinated Notes until the Outstanding Principal Balance of the Subordinated Notes is reduced to zero; and 13. all remaining amounts to the Certificateholder.

Default Allocations. On each Payment Date (or such other date as selected by the Trustee pursuant to the Indenture) (i) following the occurrence of an Event of DefaultDefault (other than an Event of Default described in Section 5.01(iii) or (iv) of the Indenture), (ii) following an acceleration of the Notes pursuant to Section 5.02 of the Indenture that has not been rescinded and annulled in accordance with the terms of the Indenture, or (iii) following the institution of Proceedings for the foreclosure of the Indenture and the liquidation of the Collateral pursuant to Section 5.04(a)(ii) of the Indenture, the Trustee will transfer all Collections on deposit in the Collection Account as of the end of the applicable Collection PeriodAccount, including Proceeds from the liquidation of the Collateral, to the Distribution Account. On each Payment Date (or such other date as selected by the Trustee pursuant to the Indenture), the Trustee will distribute such amounts together with Available Funds and all other funds available for distributions on the Notes, to the extent there are sufficient funds, to the following parties in the order of priority set forth below. With respect to the Notes then Outstanding, payments shall be made pro rata to the Holders of Notes based on their respective Percentage Interests. 1. to the Trustee, the Owner Trustee, the Servicer, the Backup Servicer (including in its capacity as Servicer, any Successor Servicer), the Custodian, the Split Loan Agent, if any, the Paying Agent Custodian and the Lockbox Bank Bank, certain amounts due and owing to such entities entities, pursuant to the priorities in clauses 1 and 2 of Section 7.06(a7.05(a), and without regard to the cap set forth in clauses clause 1 and 2 of Section 7.06(a7.05(a); 2. to the Holders of the NotesNoteholders, on a pro rata basis, for any unpaid amounts on such Notes for interestInterest Amounts; 3. to the Holders Noteholders, in payment of principal on the Notes until the Outstanding Principal Balance of the Notes, on a pro rata basis, for any unpaid amounts on such Notes for principal, until such Notes are paid in fullis reduced to zero; and 4. to pay all any remaining amounts to the Certificateholder.

Default Allocations. On each Payment Date (or such other date as selected by the Trustee pursuant to the Indenture) (i) following the occurrence of an Event of DefaultDefault (other than an Event of Default described in Section 5.01(iii) or (iv) of the Indenture), (ii) following an acceleration of the Notes pursuant to Section 5.02 of the Indenture that has not been rescinded and annulled in accordance with the terms of the Indenture, or (iii) following the institution of Proceedings for the foreclosure of the Indenture and the liquidation of the Collateral pursuant to Section 5.04(a)(ii) of the Indenture, the Trustee will transfer all Collections on deposit in the Collection Account as of the end of the applicable Collection PeriodAccount, including Proceeds from the liquidation of the Collateral, to the Distribution Account. On each Payment Date (or such other date as selected by the Trustee pursuant to the Indenture), the Trustee will distribute such amounts together with Available Funds and all other funds available for distributions on the Notes, to the extent there are sufficient funds, to the following parties in the order of priority set forth below. With respect to the Notes then Outstanding, payments shall be made pro rata to the Holders of Notes based on their respective Percentage Interests. 1. to the Trustee, the Owner Trustee, the Servicer, the Backup Servicer (including in its capacity as Successor Servicer), the Custodianany Successor Servicer, the Split Loan Agent, if any, the Paying Agent Custodian and the Lockbox Bank Bank, certain amounts due and owing to such entities entities, pursuant to the priorities in clauses 1 and 2 of Section 7.06(a), and without regard to the cap set forth in clauses clause 1 and 2 of Section 7.06(a); 2. to the Holders of the NotesNoteholders, on a pro rata basis, for any unpaid amounts on such Notes for interestInterest Amounts; 3. to the Holders Noteholders, in payment of principal on the Notes until the Outstanding Principal Balance of the Notes, on a pro rata basis, for any unpaid amounts on such Notes for principal, until such Notes are paid in fullis reduced to zero; and 4. to pay all any remaining amounts to the Certificateholder.

Default Allocations. On each Payment Date (or such other date as selected by the Trustee pursuant to the Indenture) (i) following the occurrence of an Event of DefaultDefault (other than an Event of Default described in Section 5.01(iii) or (iv) of the Indenture), (ii) following an acceleration of the Notes pursuant to Section 5.02 of the Indenture that has not been rescinded and annulled in accordance with the terms of the Indenture, or (iii) following the institution of Proceedings for the foreclosure of the Indenture and the liquidation of the Collateral pursuant to Section 5.04(a)(ii) of the Indenture, the Trustee will transfer all Collections on deposit in the Collection Account as of the end of the applicable Collection PeriodAccount, including Proceeds from the liquidation of the Collateral, to the Distribution Account. On each Payment Date (or such other date as selected by the Trustee pursuant to the Indenture), the Trustee will distribute such amounts together with Available Funds and all other funds available for distributions on the Notes, to the extent there are sufficient funds, to the following parties in the order of priority set forth below. With respect to the Notes then Outstanding, payments shall be made pro rata to the Holders of Notes based on their respective Percentage Interests. 1. pro rata, to the Trustee, the Owner Trustee, the Servicer, the Backup Servicer (including in its capacity as Servicer, any Successor Servicer), the Custodian, the Split Loan Agent, if any, the Paying Agent Custodian and the Lockbox Bank Bank, certain amounts due and owing to such entities entities, pursuant to the priorities in clauses 1 and 2 of Section 7.06(a), and without regard to the cap set forth in clauses 1 and 2 of Section 7.06(a); 2. to the Holders of the NotesNoteholders, on a pro rata basis, for any unpaid amounts on such Notes for interestInterest Amounts; 3. to the Holders Noteholders, in payment of principal on the Notes until the Outstanding Principal Balance of the Notes, on a pro rata basis, for any unpaid amounts on such Notes for principal, until such Notes are paid in fullis reduced to zero; and 4. to pay all any remaining amounts to the Certificateholder.

Default Allocations. On each Payment Date (or such other date as selected by the Trustee pursuant to the Indenture) (i) following the occurrence of an Event of Default, (ii) following an acceleration of the Notes pursuant to Section 5.02 of the Indenture that has not been rescinded and annulled in accordance with the terms of the Indenture, or (iii) following the institution of Proceedings for the foreclosure of the Indenture and the liquidation of the Collateral pursuant to Section 5.04(a)(ii) of the Indenture, the Trustee will transfer all Collections on deposit in the Collection Account as of the end of the applicable Collection Period, including Proceeds from the liquidation of the Collateral, to the Distribution Account. On each Payment Date (or such other date as selected by the Trustee pursuant to the Indenture), the Trustee will distribute such amounts together with Available Funds and all other funds available for distributions on the Notes, to the extent there are sufficient funds, to the following parties in the order of priority set forth below. With respect to the Notes then Outstanding, payments shall be made pro rata to the Holders of Notes based on their respective Percentage Interests. 1. to the Trustee, the Owner Trustee, the Servicer, the Backup Servicer (including in its capacity as Successor Servicer), the Custodian, the Split Loan Agent, if any, the Paying Agent and the Lockbox Bank amounts due and owing to such entities pursuant to the priorities in clauses 1 and 2 of Section 7.06(a), and without regard to the cap set forth in clauses 1 and 2 of Section 7.06(a);; 72 BUSINESS.29147459.4 2. to the Holders of the Notes, on a pro rata basis, for any unpaid amounts on such Notes for interest; 3. to the Holders of the Notes, on a pro rata basis, for any unpaid amounts on such Notes for principal, until such Notes are paid in full; and 4. to pay all remaining amounts to the Certificateholder.