Common use of Deposit Account Clause in Contracts

Deposit Account. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Deposit Account as provided in Section 5.01 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Total Distribution Amount (net of the Servicing Fee for such Payment Date and any previously unpaid Servicing Fees and any other distributable amounts that are to be allocated for distribution or release to the Seller or the Company) with respect to the preceding Collection Period will be deposited in the Deposit Account as provided in Section 5.02 of the Sale and Servicing Agreement. The Indenture Trustee shall allocate amounts in the Deposit Account for distribution to Noteholders in accordance with Sections 5.05 and 5.06 of the Sale and Servicing Agreement. (c) On each Payment Date and Redemption Date, the Indenture Trustee shall distribute all amounts allocated in the Deposit Account for distribution to the Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)): (i) accrued and unpaid interest on the Notes; provided, that if there are not sufficient funds allocated in the Deposit Account for distribution to the Noteholders to pay the entire amount of accrued and unpaid interest then due on the Notes, the amount allocated in the Deposit Account for distribution to the Noteholders shall be applied to the payment of such interest on the Notes pro rata on the basis of the total such interest due on the Notes; and (ii) principal on the Notes in the following order of priority: (1) to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (3) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and (4) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero. If the amounts called for pursuant to Section 5.05(a)(ii)(D) and (E) of the Sale and Servicing Agreement have not been netted out of the Total Distribution Amount as permitted under that Section under certain circumstances, then after making the distributions to the Noteholders and subject to Section 8.04, the Indenture Trustee shall make the distributions, if any, to the Certificateholders called for pursuant to Sections 5.05(a)(ii)(D) and (E) of the Sale and Servicing Agreement; provided that if the Owner Trustee has removed the Indenture Trustee as the paying agent for the Issuer, the Indenture Trustee shall distribute such amounts to the paying agent for the Issuer as instructed by the Owner Trustee.

Deposit Account. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Deposit Account as provided in Section 5.01 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Total Distribution Amount (net of the Servicing Fee for such Payment Date and any previously unpaid Servicing Fees and any other distributable amounts that are to be allocated for distribution or release to the Seller or the Company) with respect to the preceding Collection Period will be deposited in the Deposit Account as provided in Section 5.02 of the Sale and Servicing Agreement. The Indenture Trustee shall allocate amounts in the Deposit Account for distribution to Noteholders in accordance with Sections 5.05 and 5.06 of the Sale and Servicing Agreement. (c) On each Payment Date and Redemption Date, the Indenture Trustee shall distribute all amounts allocated in the Deposit Account for distribution to the Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)): (i) accrued and unpaid interest on the Notes; provided, that if there are not sufficient funds allocated in the Deposit Account for distribution to the Noteholders to pay the entire amount of accrued and unpaid interest then due on the Notes, the amount allocated in the Deposit Account for distribution to the Noteholders shall be applied to the payment of such interest on the Notes pro rata on the basis of the total of such interest due on the Notes; and (ii) principal on the Notes in the following order of priority: (1A) to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2B) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (3C) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and (4D) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero. If the amounts called for pursuant to Section 5.05(a)(ii)(D) and (E) of the Sale and Servicing Agreement have not been netted out of the Total Distribution Amount as permitted under that Section under certain circumstances, then after making the distributions to the Noteholders and subject to Section 8.04, the Indenture Trustee shall make the distributions, if any, to the Certificateholders called for pursuant to Sections 5.05(a)(ii)(D) and (E) of the Sale and Servicing Agreement; provided that if the Owner Trustee has removed the Indenture Trustee as the paying agent for the Issuer, the Indenture Trustee shall distribute such amounts to the paying agent for the Issuer as instructed by the Owner Trustee.

Deposit Account. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Deposit Account as provided in Section 5.01 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Total Distribution Amount (net of the Servicing Fee for such Payment Date and any previously unpaid Servicing Fees Fees, the Cash Release Amount and any other distributable amounts that are to be allocated for distribution or release to the Seller or the Company) with respect to the preceding Collection Period will be deposited in the Deposit Account as provided in Section 5.02 of the Sale and Servicing Agreement. The Indenture Trustee shall allocate amounts in the Deposit Account for distribution to Noteholders in accordance with Sections 5.05 and 5.06 of the Sale and Servicing Agreement. (c) On each Payment Date and Redemption Date, the Indenture Trustee shall distribute all amounts allocated in the Deposit Account for distribution to the Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)): (i) accrued and unpaid interest on the Notes; provided, that if there are not sufficient funds allocated in the Deposit Account for distribution to the Noteholders to pay the entire amount of accrued and unpaid interest then due on the Notes, the amount allocated in the Deposit Account for distribution to the Noteholders shall be applied to the payment of such interest on the Notes pro rata on the basis of the total such interest due on the Notes; and (ii) principal on the Notes in the following order of priority: (1) to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (3) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and (4) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero. If the amounts called for pursuant to Section 5.05(a)(ii)(D), (E) and (EF) of the Sale and Servicing Agreement have not been netted out of the Total Distribution Amount as permitted under that Section under certain circumstances, then after making the distributions to the Noteholders and subject to Section 8.04, the Indenture Trustee shall make the distributions, if any, to the Certificateholders called for pursuant to Sections 5.05(a)(ii)(D), (E) and (EF) of the Sale and Servicing Agreement; provided that if the Owner Trustee has removed the Indenture Trustee as the paying agent for the Issuer, the Indenture Trustee shall distribute such amounts to the paying agent for the Issuer as instructed by the Owner Trustee.

Deposit Account. All amounts received by the Pledgor pursuant to each of Sections 7.2.6(g) and (ah) On or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture TrusteeCredit Agreement shall either (x) be immediately paid to Parentholdco and used as contemplated in Section 7.2.6(g) or (h), for as applicable, or (y) be deposited (on the benefit of the Noteholders and the Certificateholders, date received) in the Deposit Account and once so deposited, and so long as provided in Section 5.01 no Event of the Sale Default has occurred and Servicing Agreement.is continuing, shall only be withdrawn as follows: (b) On or before each Payment Date, the Total Distribution Amount (net of the Servicing Fee for such Payment Date and any previously unpaid Servicing Fees and any other distributable amounts that are to be allocated for distribution or release to the Seller or the Companyi) with respect to amounts paid to the preceding Collection Period will be deposited in the Deposit Account as provided in Pledgor pursuant to Section 5.02 7.2.6(g)(x) of the Sale Credit Agreement, such amounts may be used to (x) so long as no Event of Default has occurred and Servicing Agreement. The Indenture Trustee shall allocate amounts in is continuing, pay regularly scheduled cash interest when due on the Deposit Account for distribution Parentholdco Notes pursuant to Noteholders in accordance with Sections 5.05 and 5.06 the terms of the Sale Parentholdco Notes Indenture as in effect on the Amendment Effective Date in an amount equal to 10% per annum or be contributed to Parentholdco and Servicing Agreement. used for such purpose, (cy) On each Payment Date make capital contributions to Holdings (and Redemption Date, Pledgor shall cause Holdings to contribute such amount to U.S. Borrower) or (z) repay the Indenture Trustee shall distribute all amounts allocated in the Deposit Account for distribution to the Noteholders in respect of the Notes Loans; provided that to the extent of that amounts due and unpaid deposited into the Pledged Account exceed an amount equal to the next succeeding cash interest payment on the then outstanding Parentholdco Notes (calculated at the per annum for principal cash interest required to be paid on the Parentholdco Notes pursuant to the terms of the Parentholdco Notes Indenture on the Amendment Effective Date and assuming interest payment shall occur within 180 days at the deposit of such amounts) (including any premiumthe "Interest Payment Amount") in (provided such amount shall not exceed the following amount of cash interest required to be paid on the Parentholdco Notes on the Amendment Effective Date and that such succeeding interest payment shall occur within 180 days) (the "Interest Payment Amount") for ten (10) Business Days, such excess amounts shall immediately be applied by the Pledgor to make capital contributions to Holdings (and in the following order of priority (except as otherwise provided in Section 5.04(b)):Pledgor shall cause Holdings to contribute such amount to U.S. Borrower) or to repay Loans; (iii) accrued with respect to amounts paid to the Pledgor pursuant to Section 7.2.6(g)(y) of the Credit Agreement, such amounts may only be used to (x) make payments of the type described in such Section 7.2.6(g)(y), (y) be contributed to Parentholdco and unpaid interest on used for such purpose or (z) to repay loans; provided that to the Notes; providedextent any such amounts, that if there together with all other amounts in such account in Excess of the Interest Payment Amount, are not sufficient funds allocated in used within ten (10) Business Days of the Deposit Account for distribution to the Noteholders to pay the entire amount of accrued and unpaid interest then due on the Notesdeposit thereof, the amount allocated in the Deposit Account for distribution to the Noteholders such excess amounts shall immediately be applied by the Pledgor to the payment of make capital contributions to Holdings (and Pledgor shall cause Holdings to contribute such interest on the Notes pro rata on the basis of the total such interest due on the Notesamount to U.S. Borrower) or to repay Loans; and (iiiii) principal on the Notes in the following order of priority: (1) with respect to amounts paid to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (3) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and (4) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero. If the amounts called for Pledgor pursuant to Section 5.05(a)(ii)(D7.2.6(h) of the Credit Agreement, such amounts may only be used to (x) pay the portion of the Transactions Dividend not previously paid (but not to exceed $34.3 million), (y) be contributed to Parentholdco and used for such purpose or (z) to repay Loans; provided that to the extent any such amounts, together with all other amounts in such account in Excess of the Interest Payment Amount, are not used within ten (10) Business Days of the deposit thereof, such excess amounts shall immediately be applied by the Pledgor to make capital contributions to Holdings (and Pledgor shalll cause Holdings to contribute such amount to U.S. Borrower) or to repay Loans; provided, further, that with respect to clauses (i)(x) and (Eii) above, such payments may only be made at the times described in the proviso to Section 7.2.6(g) of the Sale Credit Agreement, and Servicing Agreement have not been netted out of the Total Distribution Amount as permitted under that Section under certain circumstanceswith respect to clauses (i)(x), then after making the distributions to the Noteholders and subject to Section 8.04, the Indenture Trustee shall make the distributions, if any, to the Certificateholders called for pursuant to Sections 5.05(a)(ii)(D(ii) and (Eiii) above, such amounts may only be used for the purposes set forth therein and the amount of such payments shall not exceed the amounts permitted to be used pursuant to Section 4.6 of the Sale and Servicing Agreement; provided that if the Owner Trustee has removed the Indenture Trustee as the paying agent for the Issuer, the Indenture Trustee shall distribute such amounts to the paying agent for the Issuer as instructed by the Owner TrusteeSuperholdco Guaranty.

Deposit Account. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the CertificateholdersSecured Parties, the Deposit Account Account, as provided in Section 5.01 of the Sale and Servicing Agreement. The Note Principal Distribution Account and the Reserve Account will be part of the Deposit Account. (b) On or before each Payment Date, the Total Distribution Amount (net of the Servicing Fee for such Payment Date and any previously unpaid Servicing Fees and any other distributable amounts that are to be allocated for distribution or release to the Seller or the Company) with respect to the preceding Collection Period will be deposited in the Deposit Account as provided in Section 5.02 of the Sale and Servicing Agreement. The Indenture Trustee shall allocate amounts in the Deposit Account for distribution to Noteholders the Secured Parties in accordance with Sections 5.05 and 5.06 of the Sale and Servicing Agreement. (c) On Subject to Section 5.04(b), on each Payment Date and the Redemption DateDate (after the payment of the amounts specified in Section 5.05(a)(i) and in clauses (A) and (B) of Section 5.05(a)(ii) of the Sale and Servicing Agreement), the Indenture Trustee shall distribute all amounts allocated in the Deposit Account for distribution to the Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and principal, interest (including any premium) and other amounts in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)): (i) accrued and unpaid interest on the Class A Notes; provided, that if there are not sufficient funds allocated in the Deposit Account for distribution to the Class A Noteholders to pay the entire amount of such accrued and unpaid interest then due on the Class A Notes, the amount allocated in the Deposit Account for distribution to the Class A Noteholders shall be applied to the payment of such interest on the Class A Notes pro rata on the basis of the total of such interest due on the Class A Notes; and (ii) the amount in the Note Principal Distribution Account shall be applied to pay principal on the Notes and other amounts set forth below in the following order of priority: (1A) to the Holders of the Class A-1 Notes on account of principal until the aggregate Outstanding Amount of the Class A-1 Notes is reduced to zero; (2B) to the Holders of the Class A-2 Notes on account of principal until the aggregate Outstanding Amount of the Class A-2 Notes is reduced to zero; (3C) to the Holders of the Class A-3 Notes on account of principal until the aggregate Outstanding Amount of the Class A-3 Notes is reduced to zero; and (4D) to the Holders of the Class A-4 B Notes on account of principal until any remaining balance. Notwithstanding that the Outstanding Amount of the Class A-4 Senior Notes is reduced to zero. If the amounts called for pursuant to Section 5.05(a)(ii)(D) and (E) of the Sale and Servicing Agreement have not been netted out of the Total Distribution Amount as permitted under that Section under certain circumstances, then after making the distributions to the Noteholders and subject to Section 8.04paid in full, the Indenture Trustee shall make continue to maintain the distributionsDeposit Account hereunder until the Class B Notes are retired. For the avoidance of doubt, in the event the Net Credit Loss Percentage for any preceding Collection Period exceeded 5.00%, or if any, to the Certificateholders called for pursuant to Sections 5.05(a)(ii)(D) and (E) payment of the Sale Notes has been accelerated and Servicing Agreement; provided that if the Owner Trustee such acceleration has removed the Indenture Trustee as the paying agent for the Issuernot been rescinded in accordance with this Indenture, the Indenture Trustee amounts in the Deposit Account shall distribute such amounts to the paying agent for the Issuer as instructed by the Owner Trusteebe paid in accordance with Section 5.04(b).

Deposit Account. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Deposit Account as provided in Section 5.01 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Total Distribution Amount (net of the Servicing Fee for such Payment Date and any previously unpaid Servicing Fees and any other distributable amounts that are to be allocated for distribution or release to the Seller or the Company) with respect to the preceding Collection Period will be deposited in the Deposit Account as provided in Section 5.02 of the Sale and Servicing Agreement. The Indenture Trustee shall allocate amounts in the Deposit Account for distribution to Noteholders in accordance with Sections 5.05 and 5.06 of the Sale and Servicing Agreement. (c) On each Payment Date and Redemption Date, the Indenture Trustee shall distribute all amounts allocated in the Deposit Account for distribution to the Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)): (i) accrued and unpaid interest on the Notes; provided, that if there are not sufficient funds allocated in the Deposit Account for distribution to the Noteholders to pay the entire amount of accrued and unpaid interest then due on the Notes, the amount allocated in the Deposit Account for distribution to the Noteholders shall be applied to the payment of such interest on the Notes pro rata on the basis of the total of such interest due on the Notes; and (ii) principal on the Notes in the following order of priority: (1A) to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2B) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (3C) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and; (4D) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; and (E) to the Holders of the Class B Notes on account of principal until the Outstanding Amount of Class B Notes is reduced to zero. If the amounts called for pursuant to Section 5.05(a)(ii)(D) and (E) of the Sale and Servicing Agreement have not been netted out of the Total Distribution Amount as permitted under that Section under certain circumstances, then after making the distributions to the Noteholders and subject to Section 8.04, the Indenture Trustee shall make the distributions, if any, to the Certificateholders called for pursuant to Sections 5.05(a)(ii)(D) and (E) of the Sale and Servicing Agreement; provided that if the Owner Trustee has removed the Indenture Trustee as the paying agent for the Issuer, the Indenture Trustee shall distribute such amounts to the paying agent for the Issuer as instructed by the Owner Trustee.

Deposit Account. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the CertificateholdersSecured Parties, the Deposit Account Account, as provided in Section 5.01 of the Sale and Servicing Agreement. The Note Principal Distribution Account and the Reserve Account will be part of the Deposit Account. (b) On or before each Payment Date, the Total Distribution Amount (net of the Servicing Fee for such Payment Date and any previously unpaid Servicing Fees and any other distributable amounts that are to be allocated for distribution or release to the Seller or the Company) with respect to the preceding Collection Period will be deposited in the Deposit Account as provided in Section 5.02 of the Sale and Servicing Agreement. The Indenture Trustee shall allocate amounts in the Deposit Account for distribution to Noteholders the Secured Parties in accordance with Sections 5.05 and 5.06 of the Sale and Servicing Agreement. (c) On Subject to Section 5.04(b), on each Payment Date and the Redemption DateDate (after the payment of the amounts specified in clauses (A), (B) and (C) of Section 5.05(a)(ii) of the Sale and Servicing Agreement), the Indenture Trustee shall distribute all amounts allocated in the Deposit Account for distribution to the Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and principal, interest (including any premium) and other amounts in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)): (i) first, accrued and unpaid interest on the Class A Notes; provided, that if there are not sufficient funds allocated in the Deposit Account for distribution to the Class A Noteholders to pay the entire amount of such accrued and unpaid interest then due on the Class A Notes, the amount allocated in the Deposit Account for distribution to the Class A Noteholders shall be applied to the payment of such interest on the Class A Notes pro rata on the basis of the total Outstanding Amount of the Class A Notes; (ii) next, accrued and unpaid interest on the Class B Notes; provided, that if there are not sufficient funds allocated in the Deposit Account for distribution to the Class B Noteholders to pay the entire amount of such accrued and unpaid interest then due on the Class B Notes, the amount allocated in the Deposit Account for distribution to the Class B Noteholders shall be applied to the payment of such interest on the Class B Notes pro rata on the basis of the Outstanding Amount of the Class B Notes; and (iiiii) the amount in the Note Principal Distribution Account shall be applied to pay principal on the Notes and other amounts set forth below in the following order of priority: (1A) to the Holders of the Class A-1 Notes on account of principal until the aggregate Outstanding Amount of the Class A-1 Notes is reduced to zero; (2B) to the Holders of the Class A-2 Notes on account of principal until the aggregate Outstanding Amount of the Class A-2 Notes is reduced to zero; (3C) to the Holders of the Class A-3 B Notes on account of principal until the aggregate Outstanding Amount of the Class A-3 B Notes is reduced to zero; and (4D) to the Holders of the Class A-4 C Notes on account of principal until any remaining balance. Notwithstanding that the Outstanding Amount of the Class A-4 Senior Notes is reduced to zero. If the amounts called for pursuant to Section 5.05(a)(ii)(D) and (E) of the Sale and Servicing Agreement have not been netted out of the Total Distribution Amount as permitted under that Section under certain circumstances, then after making the distributions to the Noteholders and subject to Section 8.04paid in full, the Indenture Trustee shall make continue to maintain the distributionsDeposit Account hereunder until the Class C Notes are retired. For the avoidance of doubt, in the event the Net Credit Loss Percentage for any preceding Collection Period exceeded 5.00%, or if any, to the Certificateholders called for pursuant to Sections 5.05(a)(ii)(D) and (E) payment of the Sale Notes has been accelerated and Servicing Agreement; provided that if the Owner Trustee such acceleration has removed the Indenture Trustee as the paying agent for the Issuernot been rescinded in accordance with this Indenture, the Indenture Trustee amounts in the Deposit Account shall distribute such amounts to the paying agent for the Issuer as instructed by the Owner Trusteebe paid in accordance with Section 5.04(b).

Deposit Account. (a1) On or prior to the Closing Date, the Issuer Borrower shall cause the Servicer to establish and maintainthereafter maintain with a financial institution reasonably acceptable to Lender (the "Deposit Account Bank") an -------------------- operating account (the "Deposit Account"), which shall be an Eligible Account in --------------- the name of Lender as secured party and under the Indenture Trustee, for the benefit sole dominion and control of the Noteholders and the Certificateholders, Lender. Borrower shall have no right to make withdrawals from the Deposit Account. The Deposit Account as provided in Section 5.01 of Bank and Borrower shall execute and deliver to Lender on the Sale and Servicing AgreementClosing Date a Deposit Account Agreement which provides, inter alia, that no party other than Lender shall have the right to withdraw funds from the Deposit Account. (bi) On or before each Payment DateBorrower and Operating Tenant hereby acknowledge and agree that, the Total Distribution Amount (net of the Servicing Fee for such Payment Date and any previously unpaid Servicing Fees and any other distributable amounts that are to be allocated for distribution or release without prior written direction from Lender to the Seller or contrary, all rents and other sums due under the Company) with respect Operating Lease shall be paid by Operating Tenant directly to the preceding Collection Period will be deposited in the Deposit Account as provided in Section 5.02 of the Sale and Servicing Agreement. The Indenture Trustee shall allocate amounts in the Deposit Account for distribution to Noteholders in accordance with Sections 5.05 and 5.06 of the Sale and Servicing AgreementAccount. (cii) Borrower hereby acknowledges that Lender shall transfer, on a daily basis or otherwise in Lender's sole discretion, all sums on deposit in the Post-Termination Property Accounts to the Deposit Account. (3) On each Payment Date and Redemption Date, (as defined in the Indenture Trustee shall distribute all amounts allocated in Note) or on such prior date as the Deposit Account for distribution contains the sum applicable to the Noteholders in respect such month of the Notes amounts set forth in subsections (i) through (x) below (any such prior date, an "Early ----- Payment Date"), provided no Event of Default has occurred and is continuing, ------------ Lender shall transfer from the Deposit Account, to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in available therein, the following amounts and payments in the following order of priority (except as otherwise provided in Section 5.04(bthe "Waterfall --------- Payments")): (i) accrued ; and unpaid interest on the Notes; provided, further, that if there are not sufficient funds allocated any sums on deposit in the Deposit -------- Account for distribution from the Early Payment Date up to but not including the next succeeding Payment Date, after the Waterfall Payments are made, shall be distributed on a daily basis to Borrower, provided no Event of Default has occurred and is continuing and provided that a Low NOI Period does not exist (in which case such amounts shall be distributed to the Noteholders to pay the entire amount of accrued and unpaid interest then due on the Notes, the amount allocated in the Deposit Account for distribution to the Noteholders shall be applied to the payment of such interest on the Notes pro rata on the basis of the total such interest due on the Notes; and (ii) principal on the Notes in the following order of priority: (1) to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (3) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and (4) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero. If the amounts called for pursuant to Section 5.05(a)(ii)(D) and (E) of the Sale and Servicing Agreement have not been netted out of the Total Distribution Amount as permitted under that Section under certain circumstances, then after making the distributions to the Noteholders and subject to Section 8.04, the Indenture Trustee shall make the distributions, if any, to the Certificateholders called for pursuant to Sections 5.05(a)(ii)(D) and (E) of the Sale and Servicing Agreement; provided that if the Owner Trustee has removed the Indenture Trustee as the paying agent for the Issuer, the Indenture Trustee shall distribute such amounts to the paying agent for the Issuer as instructed by the Owner Trustee.Reserve Account):

Deposit Account. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the CertificateholdersSecured Parties, the Deposit Account as provided in Section 5.01 of the Sale and Servicing Agreement. The Note Principal Distribution Account and the Reserve Account shall be part of the Deposit Account. (b) On or before each Payment Date, the Total Distribution Amount (net of the Servicing Fee for such Payment Date and any previously unpaid Servicing Fees and any other distributable amounts that are to be allocated for distribution or release to the Seller or the CompanySeller) with respect to the preceding Collection Period will be deposited in the Deposit Account as provided in Section 5.02 of the Sale and Servicing Agreement. The Indenture Trustee shall allocate amounts in the Deposit Account for distribution to Noteholders the Secured Parties in accordance with Sections 5.05 and 5.06 of the Sale and Servicing Agreement. (c) On Subject to Section 5.04(b), on each Payment Date and the Redemption Date, the Indenture Trustee shall distribute all amounts allocated in the Deposit Account for distribution to the Hedge Counterparty and the Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and principal, interest (including any premium) and other amounts in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)): (i) to the Hedge Counterparty, an amount equal to the net scheduled periodic payments, if any; and (ii) on a pro rata basis, (1) to the Hedge Counterparty, an amount equal to termination payments, if any, excluding Subordinated Termination Payments and (2) accrued and unpaid interest on the Class A Notes; provided, that if there are not sufficient funds allocated in the Deposit Account for distribution to the Hedge Counterparty and the Class A Noteholders to pay the entire amount of such termination payments and accrued and unpaid interest then due on the Class A Notes, respectively, the amount allocated in the Deposit Account for distribution to the Hedge Counterparty and the Class A Noteholders shall be applied to the payment of such termination payments and such interest on the Class A Notes, respectively, pro rata on the basis of the total of such payments or interest, respectively, due on the Hedge Counterparty and the Class A Notes; and (iii) accrued and unpaid interest on the Class B Notes; provided, that if there are not sufficient funds allocated in the Deposit Account for distribution pursuant to this clause to the Class B Noteholders to pay the entire amount of accrued and unpaid interest then due on the Class B Notes, the amount allocated in the Deposit Account for distribution to the Class B Noteholders shall be applied to the payment of such interest on the Class B Notes pro rata on the basis of the total of such interest due on the Class B Notes; and (iiiv) accrued and unpaid interest on the Class C Notes; provided, that if there are not sufficient funds allocated in the Deposit Account for distribution to the Class C Noteholders to pay the entire amount of accrued and unpaid interest then due on the Class C Notes, the amount allocated in the Deposit Account for distribution to the Class C Noteholders shall be applied to the payment of such interest on the Class C Notes pro rata on the basis of the total of such interest due on the Class C Notes; and (v) the amount in the Note Principal Distribution Account shall be applied to pay principal on the Notes and other amounts set forth below in the following order of priority: (1A) to the Holders of the Class A-1 Notes on account of principal until the aggregate Outstanding Amount of the Class A-1 Notes is reduced to zero; (2B) to the Holders of the Class A-2 A-2a Notes and the Class A-2b Notes, pro rata, on account of principal until the aggregate Outstanding Amount of the Class A-2 A-2a Notes and the Class A-2b Notes is reduced to zero; (3C) to the Holders of the Class A-3 A-3a Notes and the Class A-3b Notes, pro rata, on account of principal until the aggregate Outstanding Amount of the Class A-3 A-3a Notes and the Class A-3b Notes is reduced to zero; and; (4D) to the Holders of the Class A-4 Notes on account of principal until the aggregate Outstanding Amount of the Class A-4 Notes is reduced to zero; (E) to the Holders of the Class B Notes on account of principal until the aggregate Outstanding Amount of the Class B Notes is reduced to zero; (F) to the Holders of the Class C Notes on account of principal until the aggregate Outstanding Amount of the Class C Notes is reduced to zero; (G) to the Hedge Counterparty, an amount equal to the Subordinated Termination Payments, if any; and (H) to the Holders of the Class D Notes any remaining balance. If the amounts called for pursuant to Section 5.05(a)(ii)(D) and (E5.05(a)(ii)(K) of the Sale and Servicing Agreement have not been netted out of the Total Distribution Amount as permitted under that Section under certain circumstances, then after making the distributions to the Hedge Counterparty pursuant to Section 5.05(a)(ii) of the Sale and Servicing Agreement and to the Noteholders in this Section 8.02(c) and subject to Section 8.04, the Indenture Trustee shall make the distributions, if any, to the Certificateholders Class D Noteholders called for pursuant to Sections 5.05(a)(ii)(D) and (ESection 5.05(a)(ii)(K) of the Sale and Servicing Agreement; provided that . For the avoidance of doubt, if payment of the Owner Trustee Notes has removed the Indenture Trustee as the paying agent for the Issuerbeen accelerated and such acceleration has not been rescinded in accordance with this Indenture, the Indenture Trustee amounts in the Deposit Account shall distribute such amounts to the paying agent for the Issuer as instructed by the Owner Trusteebe paid in accordance with Section 5.04(b).

Deposit Account. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the CertificateholdersSecured Parties, the Deposit Account as provided in Section 5.01 of the Sale and Servicing Agreement. The Note Principal Distribution Account and the Reserve Account shall be part of the Deposit Account. (b) On or before each Payment Date, the Total Distribution Amount (net of the Servicing Fee for such Payment Date and any previously unpaid Servicing Fees and any other distributable amounts that are to be allocated for distribution or release to the Seller or the CompanySeller) with respect to the preceding Collection Period will be deposited in the Deposit Account as provided in Section 5.02 of the Sale and Servicing Agreement. The Indenture Trustee shall allocate amounts in the Deposit Account for distribution to Noteholders the Secured Parties in accordance with Sections 5.05 and 5.06 of the Sale and Servicing Agreement. (c) On Subject to Section 5.04(b), on each Payment Date and the Redemption Date, the Indenture Trustee shall distribute all amounts allocated in the Deposit Account for distribution to the Hedge Counterparty and the Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and principal, interest (including any premium) and other amounts in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)): (i) to the Hedge Counterparty, an amount equal to the net scheduled periodic payments, if any; and (ii) on a pro rata basis, (1) to the Hedge Counterparty, an amount equal to termination payments, if any, excluding Subordinated Termination Payments and (2) accrued and unpaid interest on the Class A Notes; provided, that if there are not sufficient funds allocated in the Deposit Account for distribution to the Hedge Counterparty and the Class A Noteholders to pay the entire amount of such termination payments and accrued and unpaid interest then due on the Class A Notes, respectively, the amount allocated in the Deposit Account for distribution to the Hedge Counterparty and the Class A Noteholders shall be applied to the payment of such termination payments and such interest on the Class A Notes, respectively, pro rata on the basis of the total of such payments or interest, respectively, due on the Hedge Counterparty and the Class A Notes; and (iii) accrued and unpaid interest on the Class B Notes; provided, that if there are not sufficient funds allocated in the Deposit Account for distribution pursuant to this clause to the Class B Noteholders to pay the entire amount of accrued and unpaid interest then due on the Class B Notes, the amount allocated in the Deposit Account for distribution to the Class B Noteholders shall be applied to the payment of such interest on the Class B Notes pro rata on the basis of the total of such interest due on the Class B Notes; and (iiiv) accrued and unpaid interest on the Class C Notes; provided, that if there are not sufficient funds allocated in the Deposit Account for distribution to the Class C Noteholders to pay the entire amount of accrued and unpaid interest then due on the Class C Notes, the amount allocated in the Deposit Account for distribution to the Class C Noteholders shall be applied to the payment of such interest on the Class C Notes pro rata on the basis of the total of such interest due on the Class C Notes; and (v) the amount in the Note Principal Distribution Account shall be applied to pay principal on the Notes and other amounts set forth below in the following order of priority: (1A) to the Holders of the Class A-1 Notes on account of principal until the aggregate Outstanding Amount of the Class A-1 Notes is reduced to zero; (2B) to the Holders of the Class A-2 A-2a Notes and the Class A-2b Notes, pro rata, on account of principal until the aggregate Outstanding Amount of the Class A-2 A-2a Notes and the Class A-2b Notes is reduced to zero; (3C) to the Holders of the Class A-3 A-3a Notes and the Class A-3b Notes, pro rata, on account of principal until the aggregate Outstanding Amount of the Class A-3a Notes and the Class A-3b Notes is reduced to zero; (D) to the Holders of the Class A-4a Notes and the Class A-4b Notes, pro rata, on account of principal until the aggregate Outstanding Amount of the Class A-4a Notes and the Class A-4b Notes is reduced to zero; (E) to the Holders of the Class B Notes on account of principal until the aggregate Outstanding Amount of the Class A-3 B Notes is reduced to zero; and; (4F) to the Holders of the Class A-4 C Notes on account of principal until the aggregate Outstanding Amount of the Class A-4 C Notes is reduced to zero; (G) to the Hedge Counterparty, an amount equal to the Subordinated Termination Payments, if any; and (H) to the Holders of the Class D Notes any remaining balance. If the amounts called for pursuant to Section 5.05(a)(ii)(D) and (E5.05(a)(ii)(K) of the Sale and Servicing Agreement have not been netted out of the Total Distribution Amount as permitted under that Section under certain circumstances, then after making the distributions to the Hedge Counterparty pursuant to Section 5.05(a)(ii) of the Sale and Servicing Agreement and to the Noteholders in this Section 8.02(c) and subject to Section 8.04, the Indenture Trustee shall make the distributions, if any, to the Certificateholders Class D Noteholders called for pursuant to Sections 5.05(a)(ii)(D) and (ESection 5.05(a)(ii)(K) of the Sale and Servicing Agreement; provided that . For the avoidance of doubt, if payment of the Owner Trustee Notes has removed the Indenture Trustee as the paying agent for the Issuerbeen accelerated and such acceleration has not been rescinded in accordance with this Indenture, the Indenture Trustee amounts in the Deposit Account shall distribute such amounts to the paying agent for the Issuer as instructed by the Owner Trusteebe paid in accordance with Section 5.04(b).

Deposit Account. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintainmaintain with the Indenture Trustee, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Deposit Account as provided in Section 5.01 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Total Distribution Amount (net of the Servicing Fee for such Payment Date and any previously unpaid Servicing Fees and any other distributable amounts that are to be allocated for distribution or release to the Seller or the Company) with respect to the preceding Collection Period will be deposited in the Deposit Account as provided in Section 5.02 of the Sale and Servicing Agreement. The Indenture Trustee shall allocate amounts in the Deposit Account for distribution to Noteholders in accordance with Sections 5.05 and 5.06 of the Sale and Servicing Agreement. (c) On each Payment Date and Redemption Date, the Indenture Trustee shall distribute all amounts allocated in the Deposit Account for distribution to the Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)): (i) accrued and unpaid interest on the Notes; provided, that if there are not sufficient funds allocated in the Deposit Account for distribution to the Noteholders to pay the entire amount of accrued and unpaid interest then due on the Notes, the amount allocated in the Deposit Account for distribution to the Noteholders shall be applied to the payment of such interest on the Notes pro rata on the basis of the total of such interest due on the Notes; and (ii) principal on the Notes in the following order of priority: (1A) to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2B) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (3C) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and (4D) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero. If the amounts called for pursuant to Section 5.05(a)(ii)(D) and (E) of the Sale and Servicing Agreement have not been netted out of the Total Distribution Amount as permitted under that Section under certain circumstances, then after making the distributions to the Noteholders and subject to Section 8.04, the Indenture Trustee shall make the distributions, if any, to the Certificateholders called for pursuant to Sections 5.05(a)(ii)(D) and (E) of the Sale and Servicing Agreement; provided that if the Owner Trustee has removed the Indenture Trustee as the paying agent for the Issuer, the Indenture Trustee shall distribute such amounts to the paying agent for the Issuer as instructed by the Owner Trustee.

Deposit Account. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the CertificateholdersSecured Parties, the Deposit Account Account, as provided in Section 5.01 of the Sale and Servicing Agreement. The Note Principal Distribution Account and the Reserve Account will be part of the Deposit Account. (b) On or before each Payment Date, the Total Distribution Amount (net of the Servicing Fee for such Payment Date and any previously unpaid Servicing Fees and any other distributable amounts that are to be allocated for distribution or release to the Seller or the Company) with respect to the preceding Collection Period will be deposited in the Deposit Account as provided in Section 5.02 of the Sale and Servicing Agreement. The Indenture Trustee shall allocate amounts in the Deposit Account for distribution to Noteholders the Secured Parties in accordance with Sections 5.05 and 5.06 of the Sale and Servicing Agreement. (c) On Subject to Section 5.04(b), on each Payment Date and the Redemption DateDate (after the payment of the amounts specified in clauses (A), (B) and (C) of Section 5.05(a)(ii) of the Sale and Servicing Agreement), the Indenture Trustee shall distribute pay all amounts allocated in the Deposit Account for distribution payment to the Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and principal, interest (including any premium) and other amounts in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)): (i) first, accrued and unpaid interest on the Class A Notes; provided, that if there are not sufficient funds allocated in the Deposit Account for distribution payment to the Class A Noteholders to pay the entire amount of such accrued and unpaid interest then due on the Class A Notes, the amount allocated in the Deposit Account for distribution payment to the Class A Noteholders shall be applied to the payment of such interest on the Class A Notes pro rata on the basis of the total Outstanding Amount of the Class A Notes; (ii) next, accrued and unpaid interest on the Class B Notes; provided, that if there are not sufficient funds allocated in the Deposit Account for payment to the Class B Noteholders to pay the entire amount of such accrued and unpaid interest then due on the Class B Notes, the amount allocated in the Deposit Account for payment to the Class B Noteholders shall be applied to the payment of such interest on the Class B Notes pro rata on the basis of the Outstanding Amount of the Class B Notes; (iii) next, accrued and unpaid interest on the Class C Notes; provided, that if there are not sufficient funds allocated in the Deposit Account for payment to the Class C Noteholders to pay the entire amount of such accrued and unpaid interest then due on the Class C Notes, the amount allocated in the Deposit Account for payment to the Class C Noteholders shall be applied to the payment of such interest on the Class C Notes pro rata on the basis of the Outstanding Amount of the Class C Notes; (iv) next, accrued and unpaid interest on the Class D Notes; provided, that if there are not sufficient funds allocated in the Deposit Account for payment to the Class D Noteholders to pay the entire amount of such accrued and unpaid interest then due on the Class D Notes, the amount allocated in the Deposit Account for payment to the Class D Noteholders shall be applied to the payment of such interest on the Class D Notes pro rata on the basis of the Outstanding Amount of the Class D Notes; and (iiv) the amount in the Note Principal Distribution Account shall be applied to pay principal on the Notes and other amounts set forth below in the following order of priority: (1A) to the Holders of the Class A-1 Notes on account of principal until the aggregate Outstanding Amount of the Class A-1 Notes is reduced to zero; (2B) to the Holders of the Class A-2 Notes on account of principal until the aggregate Outstanding Amount of the Class A-2 Notes is reduced to zero; (3C) to the Holders of the Class A-3 Notes on account of principal until the aggregate Outstanding Amount of the Class A-3 Notes is reduced to zero; and; (4D) to the Holders of the Class A-4 B Notes on account of principal until the aggregate Outstanding Amount of the Class A-4 B Notes is reduced to zero. If the amounts called for pursuant to Section 5.05(a)(ii)(D) and ; (E) to the Holders of the Sale and Servicing Agreement have not been netted out Class C Notes on account of principal until the aggregate Outstanding Amount of the Total Distribution Amount as permitted under that Section under certain circumstances, then after making the distributions Class C Notes is reduced to zero; (F) to the Noteholders and subject Holders of the Class D Notes on account of principal until the aggregate Outstanding Amount of the Class D Notes is reduced to Section 8.04zero; and (G) to the Holders of the Class E Notes any remaining balance. Notwithstanding that the Senior Notes have been paid in full, the Indenture Trustee shall make continue to maintain the distributionsDeposit Account hereunder until the Class E Notes are retired. For the avoidance of doubt, if any, to in the Certificateholders called for pursuant to Sections 5.05(a)(ii)(D) and (E) event the payment of the Sale Notes has been accelerated and Servicing Agreement; provided that if the Owner Trustee such acceleration has removed the Indenture Trustee as the paying agent for the Issuernot been rescinded in accordance with this Indenture, the Indenture Trustee amounts in the Deposit Account shall distribute such amounts to the paying agent for the Issuer as instructed by the Owner Trusteebe paid in accordance with Section 5.04(b).

Deposit Account. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Deposit Account as provided in Section 5.01 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Total Distribution Amount (net of the Servicing Fee for such Payment Date and any previously unpaid Servicing Fees and any other distributable amounts that are to be allocated for distribution or release to the Seller or the Company) with respect to the preceding Collection Period will be deposited in the Deposit Account as provided in Section 5.02 of the Sale and Servicing Agreement. The Indenture Trustee shall allocate amounts in the Deposit Account for distribution to Noteholders in accordance with Sections 5.05 and 5.06 of the Sale and Servicing Agreement. (c) On each Payment Date and Redemption Date, the Indenture Trustee shall distribute all amounts allocated in the Deposit Account for distribution to the Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)): (i) accrued and unpaid interest on the Notes; provided, that if there are not sufficient funds allocated in the Deposit Account for distribution to the Noteholders to pay the entire amount of accrued and unpaid interest then due on the Notes, the amount allocated in the Deposit Account for distribution to the Noteholders shall be applied to the payment of such interest on the Notes pro rata on the basis of the total such interest due on the Notes; and (ii) principal on the Notes in the following order of priority: (1) to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (3) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and; (4) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; and (5) to the Holders of the Class B Notes on account of principal until the Outstanding Amount of Class B Notes is reduced to zero. If the amounts called for pursuant to Section 5.05(a)(ii)(D) and (E) of the Sale and Servicing Agreement have not been netted out of the Total Distribution Amount as permitted under that Section under certain circumstances, then after making the distributions to the Noteholders and subject to Section 8.04, the Indenture Trustee shall make the distributions, if any, to the Certificateholders called for pursuant to Sections 5.05(a)(ii)(D) and (E) of the Sale and Servicing Agreement; provided that if the Owner Trustee has removed the Indenture Trustee as the paying agent for the Issuer, the Indenture Trustee shall distribute such amounts to the paying agent for the Issuer as instructed by the Owner Trustee.