Common use of Payment Date Second Step Withdrawals Clause in Contracts

Payment Date Second Step Withdrawals. (a) On each Payment Date, after the withdrawals and transfers provided for in Section 3.07 hereof have been made, the Administrative Agent shall distribute from the Collections Account (or retain in the Collections Account, if so indicated in the relevant clause below), or direct the Operating Bank in writing to do the same (such direction to be communicated in computer file format or in such other form as the Administrative Agent, the Operating Bank, the Facility Agent and the Collateral Agent agree; provided that, in the case of communication in computer file format or any other form other than a written tangible form, a written tangible form thereof shall promptly thereafter be sent to the Operating Bank), at least two Business Days prior to such Payment Date the amounts set forth below in the order of priority set forth below but, in each case, only to the extent that all amounts then required to be paid (or retained in the Collections Account, as applicable) ranking prior thereto (“Prior Ranking Amounts”) have been paid in full (provided that the amount to be paid shall be reduced in inverse order of priority by the amount of any payment by a Hedge Provider under a Hedge Agreement that was assumed pursuant to Section 3.06(a)(v) to be, but has not in fact been, paid on such Payment Date). All payments of Available Collections to be made to or for the account of Holders of any ACS Group Loans, pursuant to this Section 3.08 shall be made through a direct transfer of funds to the Loans Account. All payments of Available Collections to be made to or for the account of Holders of any Class E Securities, pursuant to this Section 3.08 shall be made through a direct transfer of funds to the Securities Account. Payments shall be made in the following order of priority: (i) to the Expense Account, an amount such that the amount on deposit therein is at least equal to the Required Expense Amount; (ii) in no order of priority inter se, but pro rata as to the amounts described in clauses (A) and (B) as follows: (A) to the Loans Accounts for the ACS Group Loans, the Interest Amount on the ACS Group Loans less the amount of any Liquidity Facility Drawing in respect of the Interest Amount due on the ACS Group Loans paid on or before such Payment Date to the extent not theretofore reimbursed to the Liquidity Facility Provider as of such Payment Date; and (B) to any Hedge Provider, an amount equal to any Senior Hedge Payment due from any ACS Group Member pursuant to any Hedge Agreement; (iii) (A) first, to the Liquidity Facility Reserve Account (if applicable), such amount so that the amount on deposit in such Account is equal to the Required Amount therefor and (B) second, to any Persons providing any Eligible Liquidity Facilities, any Liquidity Facility Advance Obligations payable to such Persons under the terms of their respective Eligible Liquidity Facilities; (iv) except as otherwise set forth in Section 3.06(h), to the Loans Accounts for the ACS Group Loans, an amount equal to the Aggregate Scheduled Principal Payment Amount of the ACS Group Loans for such Payment Date and; (v) except as otherwise set forth in Section 3.06(h), to the Loans Accounts for the ACS Group Loans, an amount equal to the Supplemental Principal Payment Amount of the ACS Group Loans for such Payment Date; (vi) payments to Hedge Providers, pro rata inter se, that are Hedge Termination Payments; (vii) payments to the applicable party, pro rata inter se, of Special Indemnity Payments; (viii) to the Expense Account, such amount as an accrual (the “Permitted Accruals”) in respect of any ACS Group Modification Payments as the Administrative Agent shall determine; (ix) to the Irish Parent, the Charitable Trust Dividend, if any; (x) in no order of priority inter se but pro rata, not on account of any obligation or debt (A) to the Securities Account for the Holders of the Class E Securities, an amount equal to the reimbursement to the Holders of the Class E Securities of the Contribution Amounts (if any) made by such Holders, and (B) to the Shareholders Account to be available, subject to corporate formalities, to fund a dividend or distribution, an amount equal to the reimbursement to the Shareholders of the Contribution Amounts (if any) made by the Shareholders with respect to the Shares; and (xi) the balance, in no order of priority inter se but pro rata in accordance with the Applicable Allocation Percentages, to the Securities Account for the Holders of the Class E Securities and to the Shareholders Account for the Shareholders. (b) Anything to the contrary contained in Section 3.08(a) hereof notwithstanding, (A) for any Payment Date following the fifth anniversary of the Initial Closing Date or (B) during the occurrence and continuance of either a DSCR Failure or a Servicer Termination Event, the allocation of payments described in Section 3.08(a) hereof shall not apply and the Administrative Agent shall direct the Operating Bank in writing (such direction to be communicated in computer file format or in such other form as the Administrative Agent, the Operating Bank, the Facility Agent, and the Collateral Agent agree, provided that, in the case of communication in computer file format or any other form other than a written tangible form, a written tangible form thereof shall promptly thereafter be sent to the Operating Bank) to cause all amounts on deposit in the Collections Account and the Expense Account to be applied on each Payment Date in the following order of priority: (i) to the Expense Account, an amount such that the amount on deposit therein is at least equal to the Required Expense Amount; (ii) in no order of priority inter se, but pro rata as to the amounts described in clauses (A) and (B) as follows, (A) to the Loans Accounts for the ACS Group Loans, the Interest Amount on the ACS Group Loans less the amount of any Liquidity Facility Drawing in respect of the Interest Amount due on the ACS Group Loans paid on or before such Payment Date to the extent not theretofore reimbursed to the Eligible Liquidity Facility Provider as of such Payment Date; and (B) to any Hedge Provider, an amount equal to any Senior Hedge Payment due from any ACS Group Member pursuant to any Hedge Agreement; (iii) (A) first, to the Liquidity Facility Reserve Account (if applicable), such amount so that the amount on deposit in such Account is equal to the Required Amount therefor and (B) second, to any Persons providing any Eligible Liquidity Facilities, any Liquidity Facility Advance Obligations payable to such Persons under the terms of their respective Eligible Liquidity Facilities; (iv) to the Loans Account, an amount equal to the Aggregate Scheduled Principal Payment Amount of the ACS Group Loans for such Payment Date; (v) to the Loans Account, an amount equal to the Supplemental Principal Payment Amount of the ACS Group Loans for such Payment Date; (vi) payments to Hedge Providers, pro rata inter se, that are Hedge Termination Payments; (vii) to the Loans Accounts for the ACS Group Loans, the Outstanding Principal Balance of the ACS Group Loans together with all other amounts then due and payable in connecting with such ACS Group Loans; (viii) payments to the applicable party, pro rata inter se, of Special Indemnity Payments; (ix) to the Irish Parent, the Charitable Trust Dividend, if any; (x) in no order of priority inter se but pro rata, not on account of any obligation or debt (A) to the Securities Account for the Holders of the Class E Securities, an amount equal to the reimbursement to the Holders of the Class E Securities of the Contribution Amounts (if any) made by such Holders, and (B) to the Shareholders Account as a dividend or distribution, an amount equal to the reimbursement to the Shareholders of the Contribution Amounts (if any) made by the Shareholders with respect to the Shares; and (xi) the balance, in no order of priority inter se but pro rata in accordance with the Applicable Allocation Percentages, to the Securities Account for the Holders of the Class E Securities and to the Shareholders Account for the Shareholders. (c) Anything to the contrary contained in Section 3.08(a) or 3.08(b) hereof notwithstanding during the occurrence and continuance of an Event of Default the allocation of payments described in Section 3.08(a) or 3.08(b) hereof shall not apply and the Administrative Agent shall direct the Operating Bank in writing (such direction to be communicated in computer file format or in such other form as the Administrative Agent, the Operating Bank, the Facility Agent, and the Collateral Agent agree, provided that, in the case of communication in computer file format or any other form other than a written tangible form, a written tangible form thereof shall promptly thereafter be sent to the Operating Bank) to cause all amounts on deposit in the Collections Account and the Expense Account to be applied on each Payment Date or any other date specified by the Facility Agent in the following order of priority: (i) to the Expense Account, an amount such that the amount on deposit therein is at least equal to the Required Expense Amount; (ii) payments to the applicable party, pro rata inter se, of Special Indemnity Payments (other than Special Indemnity Payments of the type specified in clause (c) of the definition thereof); (iii) to any Persons providing any Eligible Liquidity Facilities, any Liquidity Facility Advance Obligations payable to such Persons under the terms of their respective Eligible Liquidity Facilities; (iv) in no order of priority inter se, but pro rata as to the amounts described in clauses (A) and (B) as follows, (A) to the Loans Accounts for the ACS Group Loans, the Interest Amount on the ACS Group Loans less the amount of any Liquidity Facility Drawing in respect of the Interest Amount due on the ACS Group Loans paid on or before such Payment Date to the extent not theretofore reimbursed to the Eligible Liquidity Facility Provider as of such Payment Date; and (B) to any Hedge Provider, an amount equal to any Senior Hedge Payment due from any ACS Group Member pursuant to any Hedge Agreement; (v) to the Loans Account, an amount equal to the Aggregate Scheduled Principal Payment Amount of the ACS Group Loans for such Payment Date; (vi) to the Loans Account, an amount equal to the Supplemental Principal Payment Amount of the ACS Group Loans for such Payment Date; (vii) payments to Hedge Providers, pro rata inter se, that are Hedge Termination Payments; (viii) to the Loans Accounts for the ACS Group Loans, the Outstanding Principal Balance of the ACS Group Loans together with all other amounts then due and payable in connection with such ACS Group Loan; (ix) to the Irish Parent, the Charitable Trust Dividend, if any; (x) in no order of priority inter se, but pro rata as to the amounts described in clauses (A), (B) and (C) as follows (A) to the applicable party, pro rata inter se, of Special Indemnity Payments of the type specified in clause (c) of the definition thereof, (B) to the Securities Account for the Holders of the Class E Securities, an amount equal to the reimbursement to the Holders of the Class E Securities of the Contribution Amounts (if any) made by such Holders, and (C) to the Shareholders Account as a dividend or distribution, an amount equal to the reimbursement to the Shareholders of the Contribution Amounts (if any) made by the Shareholders with respect to the Shares; and (xi) the balance, in no order of priority inter se but pro rata in accordance with the Applicable Allocation Percentages, to the Securities Account for the Holders of the Class E Securities and to the Shareholders Account for the Shareholders.

Payment Date Second Step Withdrawals. (a) On Subject to Section 3.6(d), on each Payment Date, after the withdrawals and applicable transfers provided for in Section 3.07 hereof 3.5 have been made, the Administrative Agent Trustee shall distribute (or instruct the Paying Agent to distribute) from the Collections Collection Account (or retain in the Collections Account, if so indicated in the relevant clause below), or direct the Operating Bank in writing to do the same (such direction to be communicated in computer file format or in such other form as the Administrative Agent, the Operating Bank, the Facility Agent and the Collateral Agent agree; provided that, in the case of communication in computer file format or any other form other than a written tangible form, a written tangible form thereof shall promptly thereafter be sent to the Operating Bank), at least two Business Days prior to such Payment Date the amounts set forth below in the order of priority set forth below but, in each case, only to the extent that all amounts then required to be paid (or retained in the Collections Account, as applicable) ranking prior thereto (“Prior Ranking Amounts”) have been paid in full (provided that the amount to be paid shall be reduced in inverse order of priority by the amount of any payment by a Hedge Provider under a Hedge Agreement that was assumed pursuant to Section 3.06(a)(v) to be, but has not in fact been, paid on such Payment Date). All payments of Available Collections to be made to or for the account of Holders of any ACS Group Loans, pursuant to this Section 3.08 shall be made through a direct transfer of funds to the Loans Account. All payments of Available Collections to be made to or for the account of Holders of any Class E Securities, pursuant to this Section 3.08 shall be made through a direct transfer of funds to the Securities Account. Payments shall be made in the following order of priorityfull: (i) first, to the Expense AccountIssuer for the payment of all Taxes owed by the Issuer, an amount such that the amount on deposit therein is at least equal to the Required Expense Amountif any; (ii) in no order of priority inter sesecond, but pro rata as to the payment of all Expenses not previously paid or reimbursed, in the amounts described shown in clauses (A) and (B) as follows: (A) all supporting documentation attached to the Loans Accounts for Calculation Date Information received by the ACS Group LoansCalculation Agent, the Interest Amount on the ACS Group Loans less the amount of taking into account any Liquidity Facility Drawing in respect of the Interest Amount due on the ACS Group Loans amounts previously paid on or before such Payment Date to the extent not theretofore reimbursed to the Liquidity Facility Provider as of such Payment Date; and (B) to any Hedge Provider, an amount equal to any Senior Hedge Payment due from any ACS Group Member pursuant to any Hedge AgreementSection 3.6(c); (iii) (A) firstthird, to the Liquidity Facility Reserve Account (if applicable), such amount so that the amount on deposit in such Account is equal Trustee for distribution to the Required Amount therefor and (B) second, to any Persons providing any Eligible Liquidity Facilities, any Liquidity Facility Advance Obligations payable to such Persons under the terms of their respective Eligible Liquidity Facilities; (iv) except as otherwise set forth in Section 3.06(h), to the Loans Accounts for the ACS Group Loans, an amount equal to the Aggregate Scheduled Principal Payment Amount Noteholders of the ACS Group Loans for such Payment Date and; (v) except as otherwise set forth in Section 3.06(h)Class A Notes, to the Loans Accounts for the ACS Group Loans, an amount equal to the Supplemental Principal Payment Amount ratable payment of the ACS Group Loans for Interest Amount then due and payable on the Class A Notes, taking into account any amounts previously or concurrently paid pursuant to this Indenture, including any amounts to be paid pursuant to Section 3.7, in each case on such Payment Date; (iv) fourth, to the Trustee for distribution to the Noteholders of the Class A Notes as principal payments on the Class A Notes (without Premium or penalty), allocated pro rata in proportion to the Outstanding Principal Balance of such Class A Notes held by such Noteholders, until the Outstanding Principal Balance of the Class A Notes has been paid in full; (v) fifth, to the Trustee for distribution to the Noteholders of the Subordinated Notes, if any, the principal of and any Interest Amount on the Subordinated Notes in accordance with the terms of the Subordinated Notes until the Subordinated Notes have been paid in full; (vi) payments sixth, to Hedge Providers, pro rata inter se, that the ratable payment of all other obligations under this Indenture until all such amounts are Hedge Termination Payments;paid in full; and (vii) payments to the applicable party, pro rata inter se, of Special Indemnity Payments; (viii) to the Expense Account, such amount as an accrual (the “Permitted Accruals”) in respect of any ACS Group Modification Payments as the Administrative Agent shall determine; (ix) to the Irish Parent, the Charitable Trust Dividend, if any; (x) in no order of priority inter se but pro rata, not on account of any obligation or debt (A) to the Securities Account for the Holders of the Class E Securities, an amount equal to the reimbursement to the Holders of the Class E Securities of the Contribution Amounts (if any) made by such Holders, and (B) to the Shareholders Account to be available, subject to corporate formalities, to fund a dividend or distribution, an amount equal to the reimbursement to the Shareholders of the Contribution Amounts (if any) made by the Shareholders with respect to the Shares; and (xi) the balance, in no order of priority inter se but pro rata in accordance with the Applicable Allocation Percentagesseventh, to the Securities Account for the Holders of the Class E Securities and to the Shareholders Account for the ShareholdersIssuer, all remaining amounts. (b) Anything To the extent the Issuer receives amounts from the Trustee from the Collection Account pursuant to Section 3.6(a)(vii), such amounts may be distributed by the Issuer to the contrary Equityholder (or as otherwise directed by the Equityholder or any Person designated by the Equityholder to give such directions) in its sole discretion. The provisions contained in this Section 3.08(a3.6(b) hereof notwithstandingmay not be amended, modified, waived or terminated (Aincluding pursuant to any termination of this Indenture) for any Payment Date following without the fifth anniversary prior written consent of the Initial Closing Date or (B) during the occurrence and continuance of either a DSCR Failure or a Servicer Termination Event, the allocation of payments described in Section 3.08(a) hereof shall not apply and the Administrative Agent shall direct the Operating Bank in writing (such direction to be communicated in computer file format or in such other form as the Administrative Agent, the Operating Bank, the Facility AgentEquityholder, and the Collateral Agent agree, provided that, provisions contained in this Section 3.6(b) shall survive the case termination of communication in computer file format or any other form other than a written tangible form, a written tangible form thereof shall promptly thereafter be sent to the Operating Bank) to cause all amounts on deposit in the Collections Account and the Expense Account to be applied on this Indenture. The parties hereto specifically agree that each Payment Date in the following order of priority: Equityholder (i) to is and shall be an express third-party beneficiary of the Expense Account, an amount such that the amount on deposit therein is at least equal to the Required Expense Amount; provisions of this Section 3.6(b) and (ii) in no order shall have the right to enforce any provision of priority inter se, but pro rata as this Section 3.6(b). (c) Notwithstanding anything herein to the amounts described contrary, so long as no Event of Default shall have occurred and be continuing, the Calculation Agent shall, on the 15th day of each calendar month (other than any month in clauses (Awhich a Payment Date falls) or, if such 15th day is not a Business Day, the next Business Day, reimburse and (B) as follows, (A) pay to the Loans Accounts for Issuer (or such other appropriate Person identified at the ACS Group Loans, the Interest Amount on the ACS Group Loans less the amount of any Liquidity Facility Drawing in respect written instruction of the Interest Amount due on the ACS Group Loans paid on or before such Payment Date to the extent not theretofore reimbursed to the Eligible Liquidity Facility Provider as of such Payment Date; and (B) to any Hedge Provider, an amount equal to any Senior Hedge Payment due from any ACS Group Member pursuant to any Hedge Agreement; (iii) (A) first, to the Liquidity Facility Reserve Account (if applicableIssuer), such amount so that from the amount on deposit in such Account is equal to the Required Amount therefor and (B) second, to any Persons providing any Eligible Liquidity Facilities, any Liquidity Facility Advance Obligations payable to such Persons under the terms of their respective Eligible Liquidity Facilities; (iv) to the Loans Collection Account, an amount equal to the Aggregate Scheduled Principal Payment Amount lesser of (i) all Expenses not previously paid or reimbursed and (ii) the balance of the ACS Group Loans for Collection Account, in either case upon delivery to the Calculation Agent by the Issuer, not less than three Business Days prior to such Payment Date;15th day or next Business Day, as the case may be, of a written notice as to the amount of such Expenses. (vd) Notwithstanding anything herein to the contrary, the priority of payments set forth in Section 3.6(a) shall be adjusted to give effect to any inaccuracy set forth in any report of an accounting firm pursuant to Section 6.13(b), such that each Person shall be restored on the succeeding Payment Date (or, if necessary, the succeeding Payment Dates) to the Loans Account, an amount equal to cash flow position that such Person would have been in had the Supplemental Principal Payment Amount of the ACS Group Loans for accurate amounts set forth in such Payment Date; (vi) payments to Hedge Providers, pro rata inter se, that are Hedge Termination Payments; (vii) to the Loans Accounts for the ACS Group Loans, the Outstanding Principal Balance of the ACS Group Loans together with all other amounts then due and payable in connecting with such ACS Group Loans; (viii) payments to the applicable party, pro rata inter se, of Special Indemnity Payments; (ix) to the Irish Parent, the Charitable Trust Dividend, if any; (x) in no order of priority inter se but pro rata, not on account of any obligation or debt (A) to the Securities Account for the Holders of the Class E Securities, an amount equal to the reimbursement to the Holders of the Class E Securities of the Contribution Amounts (if any) made by such Holders, and (B) to the Shareholders Account as a dividend or distribution, an amount equal to the reimbursement to the Shareholders of the Contribution Amounts (if any) made by the Shareholders with respect to the Shares; and (xi) the balance, in no order of priority inter se but pro rata report been paid in accordance with the Applicable Allocation Percentages, to the Securities Account for the Holders of the Class E Securities and to the Shareholders Account for the Shareholders. (cSection 3.6(a) Anything to the contrary contained in Section 3.08(a) or 3.08(b) hereof notwithstanding during the occurrence and continuance of an Event of Default the allocation of payments described in Section 3.08(a) or 3.08(b) hereof shall not apply and the Administrative Agent shall direct the Operating Bank in writing (such direction to be communicated in computer file format or in such other form as the Administrative Agent, the Operating Bank, the Facility Agent, and the Collateral Agent agree, provided that, in the case of communication in computer file format or any other form other than a written tangible form, a written tangible form thereof shall promptly thereafter be sent to the Operating Bank) to cause all amounts on deposit in the Collections Account and the Expense Account to be applied on each Payment Date or any other date specified by the Facility Agent in the following order of priority: (i) to the Expense Account, an amount such that the amount on deposit therein is at least equal to the Required Expense Amount; (ii) payments to the applicable party, pro rata inter se, of Special Indemnity Payments (other than Special Indemnity Payments of the type specified in clause (c) of the definition thereof); (iii) to any Persons providing any Eligible Liquidity Facilities, any Liquidity Facility Advance Obligations payable to such Persons under the terms of their respective Eligible Liquidity Facilities; (iv) in no order of priority inter se, but pro rata as to the amounts described in clauses (A) and (B) as follows, (A) to the Loans Accounts for the ACS Group Loans, the Interest Amount on the ACS Group Loans less the amount of any Liquidity Facility Drawing in respect of the Interest Amount due on the ACS Group Loans paid on or before such relevant prior Payment Date to the extent not theretofore reimbursed to the Eligible Liquidity Facility Provider as of such Payment Date; and (B) to any Hedge Provider, an amount equal to any Senior Hedge Payment due from any ACS Group Member pursuant to any Hedge Agreement; (v) to the Loans Account, an amount equal to the Aggregate Scheduled Principal Payment Amount of the ACS Group Loans for such Payment Date; (vi) to the Loans Account, an amount equal to the Supplemental Principal Payment Amount of the ACS Group Loans for such Payment Date; (vii) payments to Hedge Providers, pro rata inter se, that are Hedge Termination Payments; (viii) to the Loans Accounts for the ACS Group Loans, the Outstanding Principal Balance of the ACS Group Loans together with all other amounts then due and payable in connection with such ACS Group Loan; (ix) to the Irish Parent, the Charitable Trust Dividend, if any; (x) in no order of priority inter se, but pro rata as to the amounts described in clauses (A), (B) and (C) as follows (A) to the applicable party, pro rata inter se, of Special Indemnity Payments of the type specified in clause (c) of the definition thereof, (B) to the Securities Account for the Holders of the Class E Securities, an amount equal to the reimbursement to the Holders of the Class E Securities of the Contribution Amounts (if any) made by such Holders, and (C) to the Shareholders Account as a dividend or distribution, an amount equal to the reimbursement to the Shareholders of the Contribution Amounts (if any) made by the Shareholders with respect to the Shares; and (xi) the balance, in no order of priority inter se but pro rata in accordance with the Applicable Allocation Percentages, to the Securities Account for the Holders of the Class E Securities and to the Shareholders Account for the ShareholdersDates.

Payment Date Second Step Withdrawals. (a) On each Payment Date, after the withdrawals and transfers provided for in Section 3.07 hereof 3.08 have been made, the Administrative Agent Cash Manager shall direct the Operating Bank to distribute from the Collections Account (or retain in the Collections Account, if so indicated in the relevant clause below)) in each case as specified in a Written Notice of the Cash Manager to the Trustee, or direct the Security Trustee and the Operating Bank in writing to do the same (such direction to be communicated in computer file format or in such other form as the Administrative Agent, the Operating Bank, the Facility Agent and the Collateral Agent agree; provided that, in the case of communication in computer file format or any other form other than a written tangible form, a written tangible form thereof shall promptly thereafter be sent to the Operating Bank), at least two Business Days prior to such Payment Date Date, the amounts set forth below in the order of priority set forth below but, in each case, only to the extent that all amounts Prior Ranking Amounts then required to be paid (or retained in the Collections Account, as applicable) ranking prior thereto (“Prior Ranking Amounts”) have been paid (or retained in full the Collections Account, as applicable) (provided that the amount to be paid shall be reduced in inverse order of priority by the amount of any payment by a Hedge Provider under a Hedge Agreement that was assumed pursuant to Section 3.06(a)(v3.07(a)(iii) to be, but has not in fact been, paid on such Payment Date). All payments of Available Collections to be made to or for the account of Holders of any ACS Group Loans, subclass of Notes pursuant to this Section 3.08 3.09 shall be made through a direct transfer of funds to the Loans Account. All payments applicable Note Account with respect to such subclass of Available Collections to be made to or for the account of Holders of any Class E Securities, pursuant to this Section 3.08 shall be made through a direct transfer of funds to the Securities Account. Payments shall be made in the following order of priority:Notes. (i) to the Expense Account, an amount such that the amount on deposit therein is at least equal to the Required Expense AmountAmount for such Payment Date (including Policy Expenses); (ii) in no order of priority inter se, but pro rata as to the amounts described below in clauses (A), (B) and (BC) as follows: (A) to the Loans Accounts Note Account for the ACS Group Loanseach subclass of Class G Notes, the Interest Amount on such subclass of Class G Notes in no order of priority inter se but pro rata according to the ACS Group Loans amount of accrued and unpaid interest on each such subclass of Class G Notes less the amount of any Liquidity Facility Drawing in respect Interest Class G Drawing, if any, relating to such subclass of the Interest Amount due on the ACS Group Loans Class G Notes paid on or before such Payment Date by the Policy Provider under the Policy prior to such Payment Date to the extent not theretofore reimbursed to the Policy Provider as of such Payment Date and less the amount of any LF Drawing, if any, in respect of the Interest Amount due on such subclass of Class G Notes paid on or before such Payment Date by the Initial Primary Liquidity Facility Provider under the Initial Primary Liquidity Facility to the extent not theretofore reimbursed to the Initial Primary Liquidity Facility Provider as of such Payment Date; and , (B) pro rata, to any Hedge Provider, an amount equal to any Senior Hedge Payment due from any ACS Issuer Group Member pursuant to any Hedge Agreement, and (C) to the Policy Provider, an amount equal to accrued interest (at the Applicable Rate of Interest with respect to the related subclass of Class G Notes) on the amount of a Policy Drawing paid by the Policy Provider under the Policy in respect of such subclass of Class G Notes prior to such Payment Date; (iii) to the Policy Provider, (A) firstthe amounts so paid by the Policy Provider in respect of any such Interest Class G Drawings referred to in clause (ii) above and (B) an amount equal to any Senior Hedge Payment made by the Policy Provider on behalf of an Issuer Group Member, in each case to the extent not theretofore reimbursed to the Policy Provider as of such Payment Date; (iv) in no order of priority inter se, but pro rata as to the amounts described in clauses (A), (B) and (C) as follows: (A) to the Initial Primary Liquidity Facility Reserve Account (if applicable)Account, such amount so that the amount on deposit in such Account is equal to the Required Amount therefor and therefor, (B) second, to any Persons providing any Eligible Liquidity Credit Facilities, any Liquidity Credit Facility Advance Obligations payable to such Persons under the terms of their respective Eligible Liquidity Facilities; Credit Facilities (ivafter giving effect to any payments made by the Policy Provider to the Persons providing such Eligible Credit Facilities as provided in the definition of “Controlling Party”) except as otherwise set forth in Section 3.06(h)and, to the Loans Accounts for extent any such Eligible Credit Facility consists of a Cash Collateral Account (other than the ACS Group LoansInitial Primary Liquidity Reserve Account), an such amount so that the amount on deposit in each such Account is equal to the Aggregate Scheduled Principal Payment Required Amount therefor and (C) if the Policy Provider has paid any such Credit Facility Obligations, as so provided, to the Policy Provider, the amount of such payments to the ACS Group Loans for extent not theretofore reimbursed to the Policy Provider (plus interest accrued thereon at the applicable rate under such Payment Date andEligible Credit Facility that would have otherwise been payable to the Persons providing such Eligible Credit Facility from the date of such payment); (v) except as otherwise set forth in Section 3.06(h), to the Loans Accounts for the ACS Group LoansPolicy Provider, an amount equal any Policy Premium due and owing to the Supplemental Principal Payment Amount of the ACS Group Loans for such Payment DatePolicy Provider and any accrued and unpaid interest on any Policy Premium; (vi) payments to Hedge Providers, pro rata inter se, that are Hedge Termination Payments; (vii) payments to the applicable party, pro rata inter se, of Special Indemnity Payments; (viii) to the Expense Account, such amount as an accrual (the “Permitted Accruals”) in respect of any ACS Group Modification Payments or Refinancing Expenses as the Administrative Agent Cash Manager shall determine; (ixvii) to the Irish ParentNote Accounts for each subclass of the Class G Notes, in the Charitable Trust Dividendorder of priority by subclass set forth in Section 3.10, if anyan amount equal to the Outstanding Principal Balance of each such subclass; (viii) to pay Special Indemnity Payments to the applicable party pro rata; (ix) payments to Hedge Providers, pro rata inter se, that are Subordinated Hedge Payments; (x) to the Note Accounts for each subclass of Class E Notes, the Interest Amount on such subclass of Class E Notes in no order of priority inter se se, but pro rata, not rata according to the amount of accrued and unpaid interest on account such subclass of any obligation or debt Class E Notes; (Axi) to the Securities Note Account for the Holders each subclass of the Class E SecuritiesNotes, in the order of priority by subclass set forth in Section 3.10, an amount equal to the reimbursement to the Holders Outstanding Principal Balance of the Class E Securities of the Contribution Amounts (if any) made by each such Holders, and (B) to the Shareholders Account to be available, subject to corporate formalities, to fund a dividend or distribution, an amount equal to the reimbursement to the Shareholders of the Contribution Amounts (if any) made by the Shareholders with respect to the Sharessubclass; and (xixii) the balance, in no order of priority inter se but pro rata in accordance with the Applicable Allocation Percentages, to the Securities Account Charitable Trustee for the Holders of the Class E Securities and to the Shareholders Account for the ShareholdersCharitable Trust, all remaining amounts. (b) Anything to the contrary contained in Section 3.08(a3.09(a) hereof notwithstanding, (A) for any Payment Date following delivery to the fifth anniversary Issuer and the Cash Manager of the Initial Closing Date a Default Notice or (B) during the occurrence and continuance of either a DSCR Failure or a Servicer Termination Eventan Acceleration Default, the allocation of payments described in Section 3.08(a3.09(a) hereof shall not apply and the Administrative Agent Cash Manager shall direct the Operating Bank in writing (such direction to be communicated in computer file format or in such other form as the Administrative Agent, the Operating Bank, the Facility Agent, and the Collateral Agent agree, provided that, in the case of communication in computer file format or any other form other than a written tangible form, a written tangible form thereof shall promptly thereafter be sent to the Operating Bank) to cause all amounts on deposit in the Collections Account and the Expense Account to be applied on each Payment Date in the following order of priority: (i) to the Expense Account, an amount such that the amount on deposit therein is at least equal to the Required Expense AmountAmount for such Payment Date (including Policy Expenses); (ii) in no order of priority inter se, but pro rata as to the amounts described in clauses (A) and (B) as follows, : (A) to the Loans Accounts for the ACS Group Loans, the Interest Amount on the ACS Group Loans less the amount of any Liquidity Facility Drawing in respect of the Interest Amount due on the ACS Group Loans paid on or before such Payment Date to the extent not theretofore reimbursed to the Eligible Liquidity Facility Provider as of such Payment Date; and (B) to any Hedge Provider, an amount equal to any Senior Hedge Payment due from any ACS Group Member pursuant to any Hedge Agreement; (iii) (A) first, to the Liquidity Facility Reserve Account (if applicable), such amount so that the amount on deposit in such Account is equal to the Required Amount therefor and (B) second, to any Persons providing any Eligible Liquidity Credit Facilities, pro rata inter se, any Liquidity Credit Facility Advance Obligations payable to such Persons under the terms of their respective Eligible Liquidity Facilities; Credit Facilities (iv) after giving effect to the Loans Account, an amount equal to the Aggregate Scheduled Principal Payment Amount of the ACS Group Loans for such Payment Date; (v) to the Loans Account, an amount equal to the Supplemental Principal Payment Amount of the ACS Group Loans for such Payment Date; (vi) any payments to Hedge Providers, pro rata inter se, that are Hedge Termination Payments; (vii) to the Loans Accounts for the ACS Group Loans, the Outstanding Principal Balance of the ACS Group Loans together with all other amounts then due and payable in connecting with such ACS Group Loans; (viii) payments to the applicable party, pro rata inter se, of Special Indemnity Payments; (ix) to the Irish Parent, the Charitable Trust Dividend, if any; (x) in no order of priority inter se but pro rata, not on account of any obligation or debt (A) to the Securities Account for the Holders of the Class E Securities, an amount equal to the reimbursement to the Holders of the Class E Securities of the Contribution Amounts (if any) made by such Holders, and (B) to the Shareholders Account as a dividend or distribution, an amount equal to the reimbursement to the Shareholders of the Contribution Amounts (if any) made by the Shareholders with respect Policy Provider to the Shares; and (xi) the balance, in no order of priority inter se but pro rata in accordance with the Applicable Allocation Percentages, to the Securities Account for the Holders of the Class E Securities and to the Shareholders Account for the Shareholders. (c) Anything to the contrary contained in Section 3.08(a) or 3.08(b) hereof notwithstanding during the occurrence and continuance of an Event of Default the allocation of payments described in Section 3.08(a) or 3.08(b) hereof shall not apply and the Administrative Agent shall direct the Operating Bank in writing (Persons providing such direction to be communicated in computer file format or in such other form Eligible Credit Facilities as the Administrative Agent, the Operating Bank, the Facility Agent, and the Collateral Agent agree, provided that, in the case definition of communication in computer file format or any other form other than a written tangible form, a written tangible form thereof shall promptly thereafter be sent to the Operating Bank) to cause all amounts on deposit in the Collections Account and the Expense Account to be applied on each Payment Date or any other date specified by the Facility Agent in the following order of priority: (i) to the Expense Account, an amount such that the amount on deposit therein is at least equal to the Required Expense Amount; (ii) payments to the applicable party, pro rata inter se, of Special Indemnity Payments (other than Special Indemnity Payments of the type specified in clause (c) of the definition thereof); (iii) to any Persons providing any Eligible Liquidity Facilities, any Liquidity Facility Advance Obligations payable to such Persons under the terms of their respective Eligible Liquidity Facilities; (iv) in no order of priority inter se, but pro rata as to the amounts described in clauses (A“Controlling Party”) and (B) if the Policy Provider has paid any such Credit Facility Advance Obligations, as followsso provided, (A) to the Loans Accounts for the ACS Group Loans, the Interest Amount on the ACS Group Loans less Policy Provider the amount of any Liquidity Facility Drawing in respect of the Interest Amount due on the ACS Group Loans paid on or before such Payment Date payments to the extent not theretofore reimbursed to the Policy Provider (plus interest accrued thereon at the applicable rate under such Eligible Liquidity Credit Facility Provider as that would have otherwise been payable to the Persons providing such Eligible Credit Facility from the date of such Payment Date; and (B) to any Hedge Provider, an amount equal to any Senior Hedge Payment due from any ACS Group Member pursuant to any Hedge Agreementpayment); (viii) to the Loans AccountPolicy Provider, an amount equal any Policy Premium due and payable to the Aggregate Scheduled Principal Payment Amount of the ACS Group Loans for such Payment DatePolicy Provider and any accrued and unpaid interest on any Policy Premium; (vi) to the Loans Account, an amount equal to the Supplemental Principal Payment Amount of the ACS Group Loans for such Payment Date; (vii) payments to Hedge Providers, pro rata inter se, that are Hedge Termination Payments; (viii) to the Loans Accounts for the ACS Group Loans, the Outstanding Principal Balance of the ACS Group Loans together with all other amounts then due and payable in connection with such ACS Group Loan; (ix) to the Irish Parent, the Charitable Trust Dividend, if any; (xiv) in no order of priority inter se, but pro rata as to the amounts described in clauses (A), (B) and (C) as follows ): (A) first, to the applicable partyNote Accounts for each subclass of Class G Notes, pro rata inter se, the Interest Amount on such subclass of Special Indemnity Payments of the type specified in clause (c) of the definition thereof, (B) to the Securities Account for the Holders of the Class E Securities, an amount equal to the reimbursement to the Holders of the Class E Securities of the Contribution Amounts (if any) made by such Holders, and (C) to the Shareholders Account as a dividend or distribution, an amount equal to the reimbursement to the Shareholders of the Contribution Amounts (if any) made by the Shareholders with respect to the Shares; and (xi) the balance, G Notes in no order of priority inter se but pro rata according to the amount of accrued and unpaid interest on such subclass of Class G Notes less the amount of any Interest Class G Drawing, if any, relating to such subclass of Class G Notes paid on or before such Payment Date by the Policy Provider under the Policy prior to such Payment Date to the extent not theretofore reimbursed to the Policy Provider as of such Payment Date and less the amount of any LF Drawing, if any, in accordance with respect of the Applicable Allocation PercentagesInterest Amount due on such subclass of Class G Notes paid on or before such Payment Date by the Initial Primary Liquidity Facility Provider under the Initial Primary Liquidity Facility to the extent not theretofore reimbursed to the Initial Primary Liquidity Facility Provider as of such Payment Date, and second, to the Securities Account Policy Provider, (I) the amounts so paid by the Policy Provider in respect of such Interest Class G Drawings to the extent not theretofore reimbursed to the Policy Provider as of such Payment Date and (II) an amount equal to any Senior Hedge Payment made by the Policy Provider on behalf of an Issuer Group Member, in each case to the extent not theretofore reimbursed to the Policy Provider; (B) pro rata to any Hedge Provider, such amounts as are required to make any Senior Hedge Payments due to such Hedge Provider pursuant to any Hedge Agreement and (C) to the Policy Provider, an amount equal to the accrued interest (at the Applicable Rate of Interest with respect to the relevant subclass of Class G Notes) on any amounts paid by the Policy Provider under the Policy in respect of a subclass of Class G Notes prior to such Payment Date to the extent not theretofore reimbursed to the Policy Provider; (v) first, to the Note Accounts for each subclass of Class G Notes, the Holders Outstanding Principal Balance of such subclass of Class G Notes in no order of priority inter se but pro rata according to the amount of the principal of such subclass of Class G Notes less the amounts of Policy Drawings in respect of the principal of the Class E Securities and G Notes, if any, paid by the Policy Provider under the Policy for periods prior to such Payment Date to the Shareholders Account extent not theretofore reimbursed to the Policy Provider, and second, to the Policy Provider, an amount equal to the amount of Policy Drawings in respect of principal of the Class G Notes paid by the Policy Provider under the Policy prior to such Payment Date to the extent not theretofore reimbursed to the Policy Provider as of such Payment Date, (vi) to pay Special Indemnity Payments to the applicable party pro rata; (vii) to any Hedge Provider, pro rata inter se, such amounts as are required to make any Subordinated Hedge Payments due to such Hedge Provider; (viii) in no order of priority inter se, but pro rata in respect of amounts outstanding or payable on such date, to the Note Accounts for each subclass of Class E Notes, all accrued and unpaid interest on, and the Outstanding Principal Balance of such subclass of Class E Notes; and (ix) to the Charitable Trustee for the ShareholdersCharitable Trust, all remaining amounts.

Payment Date Second Step Withdrawals. (a) On Subject to Section 3.4 and Section 3.7(d), on each Payment Date, after the withdrawals and applicable transfers provided for in Section 3.07 hereof 3.6 have been made, after the Administrative Agent making of any Seller Shortfall Payment pursuant to Section 3.11 and after giving effect to Section 3.7(e), the Trustee shall distribute (or instruct the Paying Agent to distribute) from the Collections Collection Account (or retain in the Collections Account, if so indicated in the relevant clause below), or direct the Operating Bank in writing to do the same (such direction to be communicated in computer file format or in such other form as the Administrative Agent, the Operating Bank, the Facility Agent and the Collateral Agent agree; provided that, in the case of communication in computer file format or any other form other than a written tangible form, a written tangible form thereof shall promptly thereafter be sent to the Operating Bank), at least two Business Days prior to such Payment Date the amounts set forth below in the order of priority set forth below but, in each case, only to the extent that all amounts then required to be paid (or retained in the Collections Account, as applicable) ranking prior thereto (“Prior Ranking Amounts”) have been paid in full (provided that the amount to be paid shall be reduced in inverse order of priority by the amount of any payment by a Hedge Provider under a Hedge Agreement that was assumed pursuant to Section 3.06(a)(v) to be, but has not in fact been, paid on such Payment Date). All payments of Available Collections to be made to or for the account of Holders of any ACS Group Loans, pursuant to this Section 3.08 shall be made through a direct transfer of funds to the Loans Account. All payments of Available Collections to be made to or for the account of Holders of any Class E Securities, pursuant to this Section 3.08 shall be made through a direct transfer of funds to the Securities Account. Payments shall be made in the following order of priorityfull: (i) first, to the Expense AccountIssuer for the payment of all Taxes owed by the Issuer, an amount such that the amount on deposit therein is at least equal to the Required Expense Amountif any; (ii) in no order of priority inter sesecond, but pro rata as to the payment of all Expenses not previously paid or reimbursed, in the amounts described shown in clauses (A) and (B) as follows: (A) all supporting documentation attached to the Loans Accounts for Calculation Date Information received by the ACS Group Loans, the Interest Amount on the ACS Group Loans less the amount of any Liquidity Facility Drawing in respect of the Interest Amount due on the ACS Group Loans paid on or before such Payment Date to the extent not theretofore reimbursed to the Liquidity Facility Provider as of such Payment Date; and (B) to any Hedge Provider, an amount equal to any Senior Hedge Payment due from any ACS Group Member pursuant to any Hedge AgreementCalculation Agent; (iii) (A) firstthird, to the Liquidity Facility Reserve Account (if applicable), such amount so that the amount on deposit in such Account is equal Trustee for distribution to the Required Amount therefor and (B) second, to any Persons providing any Eligible Liquidity Facilities, any Liquidity Facility Advance Obligations payable to such Persons under the terms of their respective Eligible Liquidity Facilities; (iv) except as otherwise set forth in Section 3.06(h), to the Loans Accounts for the ACS Group Loans, an amount equal to the Aggregate Scheduled Principal Payment Amount Noteholders of the ACS Group Loans for such Payment Date and; (v) except as otherwise set forth in Section 3.06(h)Class A Notes, to the Loans Accounts for the ACS Group Loans, an amount equal to the Supplemental Principal Payment Amount ratable payment of the ACS Group Loans for Interest Amount then due and payable on the Class A Notes, taking into account any amounts previously paid pursuant to Section 2.5(e) and any adjustment to be made pursuant to Section 3.7(d) and any amounts to be paid pursuant to Section 3.8, in each case on such Payment Date; (iv) fourth, as long as no Event of Default has occurred and is continuing, on the September 1, 2014 Payment Date, the September 1, 2015 Payment Date or the September 1, 2016 Payment Date, to the Interest Reserve Account, the amount set forth in a written direction to the Trustee from the Issuer on or prior to the related Calculation Date; provided, that such application of funds, together with any such prior application of funds, shall not exceed $2,100,000 in the aggregate; (v) fifth, to the Trustee for distribution to the Noteholders of the Class A Notes, principal payments with respect to the Outstanding Principal Balance on the Class A Notes (without Premium or penalty), allocated pro rata in proportion to the Outstanding Principal Balance of such Class A Notes held by such Noteholders, until the Outstanding Principal Balance of the Class A Notes has been paid in full; (vi) payments sixth, after the Class A Notes have been paid in full, to Hedge Providersthe Trustee for distribution to the Noteholders of the Subordinated Notes, pro rata inter seif any, that are Hedge Termination Paymentsthe principal amount of and any Interest Amount on the Subordinated Notes in accordance with the terms of the Subordinated Notes, until the Subordinated Notes have been paid in full; (vii) payments seventh, after the Notes have been paid in full, to the applicable party, pro rata inter se, ratable payment of Special Indemnity Payments;all other obligations under this Indenture until all such amounts are paid in full; and (viii) to eighth, after the Expense Account, such amount as an accrual Notes and all amounts owing under clause (the “Permitted Accruals”vii) above have been paid in respect of any ACS Group Modification Payments as the Administrative Agent shall determine; (ix) to the Irish Parent, the Charitable Trust Dividend, if any; (x) in no order of priority inter se but pro rata, not on account of any obligation or debt (A) to the Securities Account for the Holders of the Class E Securities, an amount equal to the reimbursement to the Holders of the Class E Securities of the Contribution Amounts (if any) made by such Holders, and (B) to the Shareholders Account to be available, subject to corporate formalities, to fund a dividend or distribution, an amount equal to the reimbursement to the Shareholders of the Contribution Amounts (if any) made by the Shareholders with respect to the Shares; and (xi) the balance, in no order of priority inter se but pro rata in accordance with the Applicable Allocation Percentagesfull, to the Securities Account for the Holders of the Class E Securities and to the Shareholders Account for the ShareholdersIssuer, all remaining amounts. (b) Anything To the extent the Issuer receives amounts from the Trustee from the Collection Account pursuant to Section 3.7(a)(viii), such amounts may be distributed by the Issuer to the contrary Equityholders (or as otherwise directed by the Equityholders or any Person designated by the Equityholders to give such directions) in their sole discretion. The provisions contained in this Section 3.08(a3.7(b) hereof notwithstandingmay not be amended, modified, waived or terminated (Aincluding pursuant to any termination of this Indenture) for any Payment Date following without the fifth anniversary prior written consent of the Initial Closing Date or (B) during the occurrence Equityholders materially and continuance of either a DSCR Failure or a Servicer Termination Event, the allocation of payments described in Section 3.08(a) hereof shall not apply and the Administrative Agent shall direct the Operating Bank in writing (such direction to be communicated in computer file format or in such other form as the Administrative Agent, the Operating Bank, the Facility Agentadversely affected thereby, and the Collateral Agent agree, provided that, provisions contained in this Section 3.7(b) shall survive the case termination of communication in computer file format or any other form other than a written tangible form, a written tangible form thereof shall promptly thereafter be sent to the Operating Bank) to cause all amounts on deposit in the Collections Account this Indenture. The parties hereto specifically agree that each Equityholder materially and the Expense Account to be applied on each Payment Date in the following order of priority: adversely affected thereby (i) to is and shall be an express third-party beneficiary of the Expense Account, an amount such that the amount on deposit therein is at least equal to the Required Expense Amount; provisions of this Section 3.7(b) and (ii) in no order shall have the right to enforce any provision of priority inter sethis Section 3.7(b). (c) Notwithstanding anything herein to the contrary, but pro rata as subject to the amounts described prior payment of funds pursuant to Section 3.4, so long as no Event of Default shall have occurred and be continuing, the Calculation Agent shall, on the 15th day of each calendar month (other than any month in clauses (A) which a Payment Date falls), reimburse and (B) as follows, (A) pay to the Loans Accounts for Issuer (or such other appropriate Person identified at the ACS Group Loans, the Interest Amount on the ACS Group Loans less the amount of any Liquidity Facility Drawing in respect written instruction of the Interest Amount due on the ACS Group Loans paid on or before such Payment Date to the extent not theretofore reimbursed to the Eligible Liquidity Facility Provider as of such Payment Date; and (B) to any Hedge Provider, an amount equal to any Senior Hedge Payment due from any ACS Group Member pursuant to any Hedge Agreement; (iii) (A) first, to the Liquidity Facility Reserve Account (if applicableIssuer), such amount so that from the amount on deposit in such Account is equal to the Required Amount therefor and (B) second, to any Persons providing any Eligible Liquidity Facilities, any Liquidity Facility Advance Obligations payable to such Persons under the terms of their respective Eligible Liquidity Facilities; (iv) to the Loans Collection Account, an amount equal to the Aggregate Scheduled Principal Payment Amount lesser of (i) all Expenses not previously paid or reimbursed and (ii) the balance of the ACS Group Loans for Collection Account, in either case upon delivery to the Calculation Agent by the Issuer, not less than three Business Days prior to such Payment Date;15th day, of supporting documentation therefor in writing. (vd) Notwithstanding anything herein to the contrary, the priority of payments set forth in Section 3.7(a) shall be adjusted to give effect to (i) any inaccuracy set forth in any report of an accounting firm pursuant to Section 6.14(b), such that each Person shall be restored on the immediately succeeding Payment Date (or, if necessary, the immediately succeeding Payment Dates) to the Loans Accountcash flow position that such Person would have been in had the accurate amounts set forth in such report been paid in accordance with Section 3.7(a) on the relevant prior Payment Dates, an and (ii) the amount equal by which any Audit Expenses exceed $20,000 per annum (to the Supplemental Principal Payment Amount extent that such excess amount is to be borne by the Noteholders in accordance with Section 6.14(b)), such that any payments to the Noteholders pursuant to Section 3.7(a) shall first be offset against the payment of such Audit Expenses; provided, that the Issuer (or the Servicer) shall notify the Trustee in writing of the ACS Group Loans for such Payment Date;occurrence of the events described in the proviso to Section 6.14 and an itemization of the impact on the cash flows pursuant to Section 3.7(a). (vie) payments To the extent that any monies are deposited in the Collection Account to Hedge Providersreimburse prior distributions in respect of a Seller Shortfall, pro rata inter se, that are Hedge Termination Payments; (viisuch monies shall be paid to the Trustee on behalf of the Noteholders before making any other distributions pursuant to Section 3.7(a) to the Loans Accounts for extent that such monies otherwise would have been paid to such Noteholders on the ACS Group Loans, the Outstanding Principal Balance of the ACS Group Loans together with all other amounts then due and payable in connecting with such ACS Group Loans; (viii) payments to the applicable party, pro rata inter se, of Special Indemnity Payments; (ix) to the Irish Parent, the Charitable Trust Dividend, if any; (x) in no order of priority inter se but pro rata, not on account of any obligation or debt (A) to the Securities Account for the Holders of the Class E Securities, an amount equal to the reimbursement to the Holders of the Class E Securities of the Contribution Amounts (if any) made by such Holders, and (B) to the Shareholders Account as a dividend or distribution, an amount equal to the reimbursement to the Shareholders of the Contribution Amounts (if any) made by the Shareholders with respect to the Shares; and (xi) the balance, in no order of priority inter se but pro rata prior respective Payment Date in accordance with the Applicable Allocation Percentages, to the Securities Account for the Holders of the Class E Securities and to the Shareholders Account for the Shareholders. (c) Anything to the contrary contained in this Section 3.08(a) or 3.08(b) hereof notwithstanding during the occurrence and continuance of an Event of Default the allocation of payments described in Section 3.08(a) or 3.08(b) hereof shall not apply and the Administrative Agent shall direct the Operating Bank in writing (such direction to be communicated in computer file format or in such other form as the Administrative Agent, the Operating Bank, the Facility Agent, and the Collateral Agent agree, provided that, 3.7 in the case of communication in computer file format or any other form other than a written tangible form, a written tangible form thereof shall promptly thereafter be sent to the Operating Bank) to cause all amounts on deposit in the Collections Account and the Expense Account to be applied on each Payment Date or any other date specified by the Facility Agent in the following order of priority: (i) to the Expense Account, an amount such that the amount on deposit therein is at least equal to the Required Expense Amount; (ii) payments to the applicable party, pro rata inter se, of Special Indemnity Payments (other than Special Indemnity Payments of the type specified in clause (c) of the definition thereof); (iii) to any Persons providing any Eligible Liquidity Facilities, any Liquidity Facility Advance Obligations payable to such Persons under the terms of their respective Eligible Liquidity Facilities; (iv) in no order of priority inter se, but pro rata as to the amounts described in clauses (A) and (B) as follows, (A) to the Loans Accounts for the ACS Group Loans, the Interest Amount on the ACS Group Loans less the amount of any Liquidity Facility Drawing in respect of the Interest Amount due on the ACS Group Loans paid on or before such Payment Date to the extent not theretofore reimbursed to the Eligible Liquidity Facility Provider as absence of such Payment Date; and (B) to any Hedge Provider, an amount equal to any Senior Hedge Payment due from any ACS Group Member pursuant to any Hedge Agreement; (v) to the Loans Account, an amount equal to the Aggregate Scheduled Principal Payment Amount of the ACS Group Loans for such Payment Date; (vi) to the Loans Account, an amount equal to the Supplemental Principal Payment Amount of the ACS Group Loans for such Payment Date; (vii) payments to Hedge Providers, pro rata inter se, that are Hedge Termination Payments; (viii) to the Loans Accounts for the ACS Group Loans, the Outstanding Principal Balance of the ACS Group Loans together with all other amounts then due and payable in connection with such ACS Group Loan; (ix) to the Irish Parent, the Charitable Trust Dividend, if any; (x) in no order of priority inter se, but pro rata as to the amounts described in clauses (A), (B) and (C) as follows (A) to the applicable party, pro rata inter se, of Special Indemnity Payments of the type specified in clause (c) of the definition thereof, (B) to the Securities Account for the Holders of the Class E Securities, an amount equal to the reimbursement to the Holders of the Class E Securities of the Contribution Amounts (if any) made by such Holders, and (C) to the Shareholders Account as a dividend or distribution, an amount equal to the reimbursement to the Shareholders of the Contribution Amounts (if any) made by the Shareholders with respect to the Shares; and (xi) the balance, in no order of priority inter se but pro rata in accordance with the Applicable Allocation Percentages, to the Securities Account for the Holders of the Class E Securities and to the Shareholders Account for the ShareholdersSeller Shortfall.

Payment Date Second Step Withdrawals. (a) On each Payment Date, after the withdrawals and transfers provided for in Section 3.07 hereof 3.08 have been made, the Administrative Agent Cash Manager shall direct the Operating Bank to distribute from the Collections Account (or retain in the Collections Account, if so indicated in the relevant clause below)) in each case as specified in a Written Notice of the Cash Manager to the Trustee, or direct the Security Trustee and the Operating Bank in writing to do the same (such direction to be communicated in computer file format or in such other form as the Administrative Agent, the Operating Bank, the Facility Agent and the Collateral Agent agree; provided that, in the case of communication in computer file format or any other form other than a written tangible form, a written tangible form thereof shall promptly thereafter be sent to the Operating Bank), at least two Business Days prior to such Payment Date Date, the amounts set forth below in the order of priority set forth below but, in each case, only to the extent that all amounts Prior Ranking Amounts then required to be paid (or retained in the Collections Account, as applicable) ranking prior thereto (“Prior Ranking Amounts”) have been paid (or retained in full the Collections Account, as applicable) (provided that the amount to be paid shall be reduced in inverse order of priority by the amount of any payment by a Hedge Provider under a Hedge Agreement that was assumed pursuant to Section 3.06(a)(v3.07(a)(iii) to be, but has not in fact been, paid on such Payment Date). All payments of Available Collections to be made to or for the account of Holders of any ACS Group Loans, subclass of Notes pursuant to this Section 3.08 3.09 shall be made through a direct transfer of funds to the Loans applicable Note Account with respect to such subclass of Notes. (i) to the Expense Account. All , an amount such that the amount on deposit therein is at least equal to the Required Expense Amount for such Payment Date (including Expenses due and payable to the Servicer, the Manager or the Cash Manager, Expenses due and payable to Lessees, Credit Facility Expenses due and payable to the Initial Liquidity Facility Provider and Policy Expenses due and payable to the Policy Provider); (ii) in no order of priority inter se, but pro rata as to the amounts described below in clauses (A), (B) and (C) as follows: (A) to the Note Accounts for each subclass of Notes, the Interest Amount on such subclass of Notes (other than any portion thereof constituting any interest described in clause (b) of the definition of Interest Amount to the extent each Policy Provider has made timely payment in respect of any unpaid Interest Class G Shortfall due on the related Payment Date on such subclass of Notes) in no order of priority inter se but pro rata according to the amount of accrued and unpaid interest on each such subclass of Notes less the sum of (1) the amount of any Interest Class G Drawing, if any, relating to such subclass of Notes paid on or before such Payment Date by the Policy Provider under the Policy prior to such Payment Date to the extent not theretofore reimbursed to the Policy Provider as of such Payment Date and (2) the amount of any Liquidity Facility Drawing, if any, in respect of the Interest Amount due on such subclass of Notes paid on or before such Payment Date by the Initial Liquidity Facility Provider under the Initial Liquidity Facility to the extent not theretofore reimbursed to the Initial Liquidity Facility Provider as of such Payment Date, (B) pro rata, to any Hedge Provider, an amount equal to any Senior Hedge Payment due from any Issuer Group Member pursuant to any Hedge Agreement, and (C) to the Policy Provider, an amount equal to accrued interest (at the Applicable Rate of Interest with respect to the related Notes) on the amount of a Policy Drawing paid by the Policy Provider under the Policy in respect of such subclass of Notes prior to such Payment Date to the extent not theretofore reimbursed to the Policy Provider as of such Payment Date; (iii) to the Policy Provider, (A) the amounts so paid by the Policy Provider in respect of any such Interest Class G Drawings referred to in clause (ii) above and (B) an amount equal to any Senior Hedge Payment made by the Policy Provider on behalf of an Issuer Group Member, in each case to the extent not theretofore reimbursed to the Policy Provider as of such Payment Date; (iv) in no order of priority inter se, but pro rata as to the amounts described in clauses (A), (B) and (C) as follows: (A) to the Liquidity Facility Reserve Account and the Budgeted Cash Reserve Account (as applicable), such amount so that the amount on deposit in each such Account is equal to the applicable Required Amount therefor, (B) to any Persons providing any Eligible Credit Facilities, any Credit Facility Advance Obligations payable to such Persons under the terms of their respective Eligible Credit Facilities (after giving effect to any payments made by the Policy Provider to the Persons providing such Eligible Credit Facilities as provided in the definition of Available Collections “Controlling Party”) and, to the extent any such Eligible Credit Facility consists of a Cash Collateral Account (other than the Liquidity Facility Reserve Account and the Budgeted Cash Reserve Account), such amount so that the amount on deposit in each such Account is equal to the applicable Required Amount therefor and (C) if the Policy Provider has paid any such Credit Facility Obligations, as so provided, to the Policy Provider, the amount of such payments to the extent not theretofore reimbursed to the Policy Provider (plus interest accrued thereon at the applicable rate under such Eligible Credit Facility that would have otherwise been payable to the Persons providing such Eligible Credit Facility from the date of such payment); (v) to the Policy Provider, any Policy Premium due and owing to the Policy Provider and any accrued and unpaid interest on any Policy Premium; (vi) to the Note Accounts for each subclass of the Notes, in the order of priority by subclass set forth in Section 3.10, an amount equal to the Aggregate Minimum Principal Payment Amount of the Notes for such Payment Date less the amounts of Policy Drawings in respect of the principal (such amount in the aggregate not to exceed such Aggregate Minimum Principal Payment Amount for such date) of the Notes, if any, paid by the Policy Provider under the Policy for periods prior to such Payment Date to the extent not theretofore reimbursed to the Policy Provider; (vii) to the Policy Provider, an amount, not to exceed the Aggregate Minimum Principal Payment Amount of the Notes for such Payment Date, equal to the amount of any such Policy Drawings referred to in clause (vi) above in respect of such principal so paid by the Policy Provider under the Policy prior to such Payment Date to the extent not theretofore reimbursed to the Policy Provider as of such Payment Date; (viii) to the Expense Account, such amount as an accrual (the “Permitted Accruals”) in respect of any Modification Payments or Refinancing Expenses as the Cash Manager (after consultation with the Manager) shall determine; (ix) to pay Special Indemnity Payments to the applicable party pro rata; (x) to the Policy Provider, an amount equal to accrued interest (at the Excess Policy Rate) on any amounts paid by the Policy Provider under the Policy prior to such Payment Date and to the extent not theretofore reimbursed by the Policy Provider as of such Payment Date; (xi) payments to Hedge Providers, pro rata inter se, that are subordinated in accordance with the relevant Hedge Agreement (the “Subordinated Hedge Payments”); (xii) to the Class B Shareholder Account, in an amount equal to the Class B Share Payment, if any; and (xiii) to the Capital Account, which amounts therein, to the extent determined by the Board, shall be available to be made to paid as a dividend or for the account of Holders of any Class E Securities, pursuant to this Section 3.08 shall be made through a direct transfer of funds distribution to the Securities Account. Payments holders of the Class A Shares. (b) Anything to the contrary contained in Section 3.09(a) notwithstanding, following the earlier of (x) delivery to the Issuer and the Cash Manager of a Default Notice or during the continuance of an Acceleration Default, (y) the Expected Final Payment Date or (z) during the continuance of a DSCR Failure, the allocation of payments described in Section 3.09(a) shall not apply and the Cash Manager shall direct the Operating Bank in writing to cause all amounts on deposit in the Collections Account to be made applied on each Payment Date in the following order of priority: (i) to the Expense Account, an amount such that the amount on deposit therein is at least equal to the Required Expense AmountAmount for such Payment Date (including Expenses due and payable to the Servicer or the Manager, Expenses due and payable to the Lessees, Credit Facility Expenses due and payable to the Initial Liquidity Facility Provider and Policy Expenses due and payable to the Policy Provider); (ii) in no order of priority inter se, but pro rata as to the amounts described in clauses (A) and (B) as follows: (A) to the Loans Accounts for the ACS Group Loans, the Interest Amount on the ACS Group Loans less the amount of any Liquidity Facility Drawing in respect of the Interest Amount due on the ACS Group Loans paid on or before such Payment Date to the extent not theretofore reimbursed to the Liquidity Facility Provider as of such Payment Date; and (B) to any Hedge Provider, an amount equal to any Senior Hedge Payment due from any ACS Group Member pursuant to any Hedge Agreement; (iii) (A) first, to the Liquidity Facility Reserve Account (if applicable), such amount so that the amount on deposit in such Account is equal to the Required Amount therefor and (B) second, to any Persons providing any Eligible Liquidity Credit Facilities, pro rata inter se, any Liquidity Credit Facility Advance Obligations payable to such Persons under the terms of their respective Eligible Liquidity Facilities; Credit Facilities (iv) except as otherwise set forth in Section 3.06(h), after giving effect to the Loans Accounts for the ACS Group Loans, an amount equal to the Aggregate Scheduled Principal Payment Amount of the ACS Group Loans for such Payment Date and; (v) except as otherwise set forth in Section 3.06(h), to the Loans Accounts for the ACS Group Loans, an amount equal to the Supplemental Principal Payment Amount of the ACS Group Loans for such Payment Date; (vi) any payments to Hedge Providers, pro rata inter se, that are Hedge Termination Payments; (vii) payments to the applicable party, pro rata inter se, of Special Indemnity Payments; (viii) to the Expense Account, such amount as an accrual (the “Permitted Accruals”) in respect of any ACS Group Modification Payments as the Administrative Agent shall determine; (ix) to the Irish Parent, the Charitable Trust Dividend, if any; (x) in no order of priority inter se but pro rata, not on account of any obligation or debt (A) to the Securities Account for the Holders of the Class E Securities, an amount equal to the reimbursement to the Holders of the Class E Securities of the Contribution Amounts (if any) made by such Holders, and (B) to the Shareholders Account to be available, subject to corporate formalities, to fund a dividend or distribution, an amount equal to the reimbursement to the Shareholders of the Contribution Amounts (if any) made by the Shareholders with respect Policy Provider to the Shares; and (xi) the balance, in no order of priority inter se but pro rata in accordance with the Applicable Allocation Percentages, to the Securities Account for the Holders of the Class E Securities and to the Shareholders Account for the Shareholders. (b) Anything to the contrary contained in Section 3.08(a) hereof notwithstanding, (A) for any Payment Date following the fifth anniversary of the Initial Closing Date or (B) during the occurrence and continuance of either a DSCR Failure or a Servicer Termination Event, the allocation of payments described in Section 3.08(a) hereof shall not apply and the Administrative Agent shall direct the Operating Bank in writing (Persons providing such direction to be communicated in computer file format or in such other form Eligible Credit Facilities as the Administrative Agent, the Operating Bank, the Facility Agent, and the Collateral Agent agree, provided that, in the case definition of communication in computer file format or any other form other than a written tangible form, a written tangible form thereof shall promptly thereafter be sent to the Operating Bank) to cause all amounts on deposit in the Collections Account and the Expense Account to be applied on each Payment Date in the following order of priority: (i) to the Expense Account, an amount such that the amount on deposit therein is at least equal to the Required Expense Amount; (ii) in no order of priority inter se, but pro rata as to the amounts described in clauses (A“Controlling Party”) and (B) if the Policy Provider has paid any such Credit Facility Advance Obligations, as followsso provided, (A) to the Loans Accounts for the ACS Group LoansPolicy Provider, the Interest Amount on the ACS Group Loans less the amount of any Liquidity Facility Drawing in respect of the Interest Amount due on the ACS Group Loans paid on or before such Payment Date payments to the extent not theretofore reimbursed to the Policy Provider (plus interest accrued thereon at the applicable rate under such Eligible Liquidity Credit Facility Provider as that would have otherwise been payable to the Persons providing such Eligible Credit Facility from the date of such Payment Date; and (B) to any Hedge Provider, an amount equal to any Senior Hedge Payment due from any ACS Group Member pursuant to any Hedge Agreement; (iii) (A) first, to the Liquidity Facility Reserve Account (if applicable), such amount so that the amount on deposit in such Account is equal to the Required Amount therefor and (B) second, to any Persons providing any Eligible Liquidity Facilities, any Liquidity Facility Advance Obligations payable to such Persons under the terms of their respective Eligible Liquidity Facilities; (iv) to the Loans Account, an amount equal to the Aggregate Scheduled Principal Payment Amount of the ACS Group Loans for such Payment Date; (v) to the Loans Account, an amount equal to the Supplemental Principal Payment Amount of the ACS Group Loans for such Payment Date; (vi) payments to Hedge Providers, pro rata inter se, that are Hedge Termination Payments; (vii) to the Loans Accounts for the ACS Group Loans, the Outstanding Principal Balance of the ACS Group Loans together with all other amounts then due and payable in connecting with such ACS Group Loans; (viii) payments to the applicable party, pro rata inter se, of Special Indemnity Payments; (ix) to the Irish Parent, the Charitable Trust Dividend, if any; (x) in no order of priority inter se but pro rata, not on account of any obligation or debt (A) to the Securities Account for the Holders of the Class E Securities, an amount equal to the reimbursement to the Holders of the Class E Securities of the Contribution Amounts (if any) made by such Holders, and (B) to the Shareholders Account as a dividend or distribution, an amount equal to the reimbursement to the Shareholders of the Contribution Amounts (if any) made by the Shareholders with respect to the Shares; and (xi) the balance, in no order of priority inter se but pro rata in accordance with the Applicable Allocation Percentages, to the Securities Account for the Holders of the Class E Securities and to the Shareholders Account for the Shareholders. (c) Anything to the contrary contained in Section 3.08(a) or 3.08(b) hereof notwithstanding during the occurrence and continuance of an Event of Default the allocation of payments described in Section 3.08(a) or 3.08(b) hereof shall not apply and the Administrative Agent shall direct the Operating Bank in writing (such direction to be communicated in computer file format or in such other form as the Administrative Agent, the Operating Bank, the Facility Agent, and the Collateral Agent agree, provided that, in the case of communication in computer file format or any other form other than a written tangible form, a written tangible form thereof shall promptly thereafter be sent to the Operating Bank) to cause all amounts on deposit in the Collections Account and the Expense Account to be applied on each Payment Date or any other date specified by the Facility Agent in the following order of priority: (i) to the Expense Account, an amount such that the amount on deposit therein is at least equal to the Required Expense Amount; (ii) payments to the applicable party, pro rata inter se, of Special Indemnity Payments (other than Special Indemnity Payments of the type specified in clause (c) of the definition thereofpayment); (iii) to any Persons providing any Eligible Liquidity Facilitiesthe Policy Provider, any Liquidity Facility Advance Obligations Policy Premium due and payable to such Persons under the terms of their respective Eligible Liquidity FacilitiesPolicy Provider and any accrued and unpaid interest on any Policy Premium; (iv) in no order of priority inter se, but pro rata as to the amounts described in clauses (A) and (B) as follows, (A) to the Loans Accounts for the ACS Group Loans, the Interest Amount on the ACS Group Loans less the amount of any Liquidity Facility Drawing in respect of the Interest Amount due on the ACS Group Loans paid on or before such Payment Date to the extent not theretofore reimbursed to the Eligible Liquidity Facility Provider as of such Payment Date; and (B) to any Hedge Provider, an amount equal to any Senior Hedge Payment due from any ACS Group Member pursuant to any Hedge Agreement; (v) to the Loans Account, an amount equal to the Aggregate Scheduled Principal Payment Amount of the ACS Group Loans for such Payment Date; (vi) to the Loans Account, an amount equal to the Supplemental Principal Payment Amount of the ACS Group Loans for such Payment Date; (vii) payments to Hedge Providers, pro rata inter se, that are Hedge Termination Payments; (viii) to the Loans Accounts for the ACS Group Loans, the Outstanding Principal Balance of the ACS Group Loans together with all other amounts then due and payable in connection with such ACS Group Loan; (ix) to the Irish Parent, the Charitable Trust Dividend, if any; (x) in no order of priority inter se, but pro rata as to the amounts described below in clauses (A), (B) and (C) as follows follows: (A) first, to the applicable partyNote Accounts for each subclass of Notes, pro rata inter se, of Special Indemnity Payments the Interest Amount on such subclass of the type specified Notes (other than any portion thereof constituting any interest described in clause (cb) of the definition thereof, (B) of Interest Amount to the Securities Account for extent each Policy Provider has made timely payment in respect of any unpaid Interest Class G Shortfall due on the Holders related Payment Date on such subclass of the Class E Securities, an amount equal to the reimbursement to the Holders of the Class E Securities of the Contribution Amounts (if anyNotes) made by such Holders, and (C) to the Shareholders Account as a dividend or distribution, an amount equal to the reimbursement to the Shareholders of the Contribution Amounts (if any) made by the Shareholders with respect to the Shares; and (xi) the balance, in no order of priority inter se but pro rata according to the amount of accrued and unpaid interest on such subclass of the Notes less the sum of (1) the amount of any Interest Class G Drawing, if any, relating to such subclass of the Notes paid on or before such Payment Date by the Policy Provider under the Policy to the extent not theretofore reimbursed to the Policy Provider as of such Payment Date and (2) the amount of any Liquidity Facility Drawing, if any, in accordance with respect of the Applicable Allocation PercentagesInterest Amount due on such subclass of the Notes paid on or before such Payment Date by the Initial Liquidity Facility Provider under the Initial Liquidity Facility to the extent not theretofore reimbursed to the Initial Liquidity Facility Provider as of such Payment Date and second, to the Securities Account Policy Provider, the amounts so paid by the Policy Provider in respect of such Interest Class G Drawings to the extent not theretofore reimbursed to the Policy Provider as of such Payment Date to the extent not theretofore reimbursed to the Policy Provider, (B) pro rata, to any Hedge Provider, such amounts required to make any Senior Hedge Payments due to such Hedge Provider pursuant to any Hedge Agreement, (C) to the Policy Provider, an amount equal to the accrued interest (at the Applicable Rate of Interest with respect to the relevant subclass of Notes) on any amounts paid by the Policy Provider under the Policy in respect of a subclass of Notes prior to such Payment Date to the extent not theretofore reimbursed to the Policy Provider and (D) to the Policy Provider, an amount equal to any Senior Hedge Payments made by the Policy Provider made by the Policy Provider on behalf of an Issuer Group Member to the extent not theretofore reimbursed to the Policy Provider as of such Payment Date; (v) first, to the Note Accounts for each subclass of Notes, an amount equal to the Holders Aggregate Minimum Principal Payment Amount of the Notes for such Payment Date less the amounts of Policy Drawings (such amount in the aggregate not to exceed such Aggregate Minimum Principal Payment Amount for such date) in respect of the principal of the Notes, if any, paid by the Policy Provider under the Policy for periods prior to the related Payment Date to the extent not theretofore reimbursed to the Policy Provider; and second, to the Policy Provider, an amount, not to exceed in the Aggregate Minimum Principal Payment Amount of the Notes for such Payment Date, equal to the amount of such Policy Drawings in respect of such principal so paid by the Policy Provider under the Policy prior to such Distribution Date to the extent not theretofore reimbursed to the Policy Provider as of such Payment Date; (vi) first, to the Note Accounts for each subclass of Notes an amount equal to the Outstanding Principal Balance of such subclass of Notes in no order of priority inter se but pro rata according to the amount of the principal of such subclass of Notes less the amounts of Policy Drawings in respect of the principal of such subclass of Notes, if any, paid by the Policy Provider under the Policy for periods prior to such Payment Date to the extent not theretofore reimbursed to the Policy Provider and second, to the Policy Provider, an amount equal to the amount of Policy Drawings in respect of principal of the Notes paid by the Policy Provider under the Policy prior to such Payment Date to the extent not theretofore reimbursed to the Policy Provider as of such Payment Date; (vii) to pay Special Indemnity Payments to the applicable party pro rata; (viii) to the Policy Provider, an amount equal to accrued interest (at the Excess Policy Rate) on any amounts paid by the Policy Provider under the Policy prior to the related Payment Date and to the extent not theretofore reimbursed to the Policy Provider as of such Payment Date; (ix) payments to Hedge Providers, pro rata inter se, that are Subordinated Hedge Payments; (x) to the Class B Shareholder Account, in an amount equal to the Class B Share Payment, if any; and (xi) to the Capital Account, which amounts therein, to the extent determined by the Board, shall be available to be paid as a dividend or distribution to the holders of the Class E Securities and to the Shareholders Account for the ShareholdersA Shares.

Payment Date Second Step Withdrawals. (a) On each Payment Date, after the withdrawals and transfers provided for in Section 3.07 hereof 3.08 have been made, the Administrative Agent Cash Manager shall direct the Operating Bank to distribute from the Collections Account (or retain in the Collections Account, if so indicated in the relevant clause below)) in each case as specified in a Written Notice of the Cash Manager to the Trustee, or direct the Security Trustee and the Operating Bank in writing to do the same (such direction to be communicated in computer file format or in such other form as the Administrative Agent, the Operating Bank, the Facility Agent and the Collateral Agent agree; provided that, in the case of communication in computer file format or any other form other than a written tangible form, a written tangible form thereof shall promptly thereafter be sent to the Operating Bank), at least two Business Days prior to such Payment Date Date, the amounts set forth below in the order of priority set forth below but, in each case, only to the extent that all amounts Prior Ranking Amounts then required to be paid (or retained in the Collections Account, as applicable) ranking prior thereto (“Prior Ranking Amounts”) have been paid (or retained in full (the Collections Account, as applicable); provided that the amount to be paid shall be reduced in inverse order of priority by the amount of any payment by a Hedge Provider under a Hedge Agreement that was assumed pursuant to Section 3.06(a)(v3.07(a)(iii) to be, but has not in fact been, paid on such Payment Date). All payments of Available Collections to be made to or for the account of Holders of any ACS Group Loans, subclass of Notes pursuant to this Section 3.08 3.09 shall be made through a direct transfer of funds to the Loans applicable Note Account with respect to such subclass of Notes. (i) to the Expense Account. All , an amount such that the amount on deposit therein is at least equal to the Required Expense Amount for such Payment Date (including Expenses due and payable to the Servicer, the Administrative Agent or the Cash Manager, Expenses due and payable to Lessees, Credit Facility Expenses due and payable to the Initial Liquidity Facility Provider and Policy Expenses due and payable to the Policy Provider); (ii) in no order of priority inter se, but pro rata as to the amounts described below in clauses (A), (B) and (C) as follows: (A) to the Note Accounts for each subclass of Notes, the Interest Amount on such subclass of Notes (other than any portion thereof constituting any interest described in clause (b) of the definition of Interest Amount to the extent the Policy Provider has made timely payment in respect of any unpaid Interest Class G Shortfall due on the related Payment Date on such subclass of Notes) in no order of priority inter se but pro rata according to the amount of accrued and unpaid interest on each such subclass of Notes less the sum of (1) the amount of any Interest Class G Drawing, if any, relating to such subclass of Notes paid on or before such Payment Date by the Policy Provider under the Policy prior to such Payment Date to the extent not theretofore reimbursed to the Policy Provider as of such Payment Date and (2) the amount of any Facility Drawing, if any, in respect of the Interest Amount due on such subclass of Notes paid on or before such Payment Date by the Initial Liquidity Facility Provider under the Initial Liquidity Facility to the extent not theretofore reimbursed to the Initial Liquidity Facility Provider as of such Payment Date; (B) pro rata, to any Hedge Provider, an amount equal to any Senior Hedge Payment due (and not paid by or on behalf of the Issuer) from any Issuer Group Member pursuant to any Hedge Agreement; and (C) to the Policy Provider, an amount equal to accrued interest (at the Applicable Rate of Interest with respect to the related Notes) on the amount of a Policy Drawing paid by the Policy Provider under the Policy in respect of such subclass of Notes prior to such Payment Date to the extent not theretofore reimbursed to the Policy Provider as of such Payment Date; (iii) to the Policy Provider, (A) the amounts so paid by the Policy Provider in respect of any such Interest Class G Drawings referred to in clause (ii) above and (B) an amount equal to any Senior Hedge Payment made by the Policy Provider on behalf of an Issuer Group Member, in each case to the extent not theretofore reimbursed to the Policy Provider as of such Payment Date; (iv) first, in no order of priority inter se, but pro rata as to the amounts described in clauses (A), (B) and (C) as follows: (A) to the Liquidity Facility Reserve Account (following a Downgrade Drawing, a Final Drawing or a Non-Extension Drawing), such amount so that the amount on deposit in such Account is equal to the applicable Required Amount therefor, (B) to any Persons providing any Eligible Credit Facilities, any Credit Facility Advance Obligations payable to such Persons under the terms of their respective Eligible Credit Facilities (after giving effect to any payments made by the Policy Provider to the Persons providing such Eligible Credit Facilities as provided in the definition of Available Collections “Controlling Party”) and, to the extent any such Eligible Credit Facility consists of a Cash Collateral Account (other than the Liquidity Facility Reserve Account and the Senior Cash Collateral Account (if established)), such amount so that the amount on deposit in each such Account is equal to the applicable Required Amount therefor and (C) if the Policy Provider has paid any such Credit Facility Obligations, as so provided, to the Policy Provider, the amount of such payments to the extent not theretofore reimbursed to the Policy Provider (plus interest accrued thereon at the applicable rate under such Eligible Credit Facility that would have otherwise been payable to the Persons providing such Eligible Credit Facility from the date of such payment) and second to the Senior Cash Collateral Account (if established), such amount so that the amount on deposit in such Account is equal to the applicable Required Amount therefor; (v) to the Policy Provider, any Policy Premium due and owing to the Policy Provider and any accrued and unpaid interest on any Policy Premium and all other Policy Provider Obligations owed to the Policy Provider (excluding any Policy Redemption Premium or amounts payable pursuant to clause (vii), (ix) and (x) below); (vi) to the Note Accounts for each subclass of the Notes, in the order of priority by subclass set forth in Section 3.10, an amount equal to the Aggregate Minimum Principal Payment Amount of the Notes for such Payment Date less the amounts of Policy Drawings in respect of the principal (such amount in the aggregate not to exceed such Aggregate Minimum Principal Payment Amount for such date) of the Notes, if any, paid by the Policy Provider under the Policy for periods prior to such Payment Date to the extent not theretofore reimbursed to the Policy Provider; (vii) to the Policy Provider, an amount, not to exceed the Aggregate Minimum Principal Payment Amount of the Notes for such Payment Date, equal to the amount of any such Policy Drawings referred to in clause (vi) above in respect of such principal so paid by the Policy Provider under the Policy prior to such Payment Date to the extent not theretofore reimbursed to the Policy Provider as of such Payment Date; (viii) to the Expense Account, such amount as an accrual (the “Permitted Accruals”) in respect of any Modification Payments or Refinancing Expenses as the Cash Manager (after consultation with the Administrative Agent) shall determine; (ix) to pay Special Indemnity Payments to the applicable party pro rata; (x) to the Policy Provider, an amount equal to accrued interest (at the Excess Policy Rate) on any amounts paid by the Policy Provider under the Policy prior to such Payment Date and to the extent not theretofore reimbursed by the Policy Provider as of such Payment Date; (xi) payments to Hedge Providers, pro rata inter se, that are Subordinated Hedge Payments; (xii) to the Class B Shareholder Account, in an amount equal to the Class B Share Payment, if any; and (xiii) to the Capital Account, which amounts therein, to the extent determined by the Board, shall be available to be made to paid as a dividend or for the account of Holders of any Class E Securities, pursuant to this Section 3.08 shall be made through a direct transfer of funds distribution to the Securities Account. Payments holders of the Class A Shares. (b) Anything to the contrary contained in Section 3.09(a) notwithstanding, following the earliest of (i) delivery to the Issuer and the Cash Manager of a Default Notice or during the continuance of an Acceleration Default, (ii) the Expected Final Payment Date and (iii) during the continuance of a DSCR Failure, the allocation of payments described in Section 3.09(a) shall not apply and the Cash Manager shall direct the Operating Bank in writing to cause all amounts on deposit in the Collections Account to be made applied on each Payment Date in the following order of priority: (i) to the Expense Account, an amount such that the amount on deposit therein is at least equal to the Required Expense AmountAmount for such Payment Date (including Expenses due and payable to the Servicer or the Administrative Agent, Expenses due and payable to the Lessees, Credit Facility Expenses due and payable to the Initial Liquidity Facility Provider and Policy Expenses due and payable to the Policy Provider); (ii) in no order of priority inter se, but pro rata as to the amounts described in clauses (A) and (B) as follows: (A) to the Loans Accounts for the ACS Group Loans, the Interest Amount on the ACS Group Loans less the amount of any Liquidity Facility Drawing in respect of the Interest Amount due on the ACS Group Loans paid on or before such Payment Date to the extent not theretofore reimbursed to the Liquidity Facility Provider as of such Payment Date; and (B) to any Hedge Provider, an amount equal to any Senior Hedge Payment due from any ACS Group Member pursuant to any Hedge Agreement; (iii) (A) first, to the Liquidity Facility Reserve Account (if applicable), such amount so that the amount on deposit in such Account is equal to the Required Amount therefor and (B) second, to any Persons providing any Eligible Liquidity Credit Facilities, pro rata inter se, any Liquidity Credit Facility Advance Obligations payable to such Persons under the terms of their respective Eligible Liquidity Facilities; Credit Facilities (iv) except as otherwise set forth in Section 3.06(h), after giving effect to the Loans Accounts for the ACS Group Loans, an amount equal to the Aggregate Scheduled Principal Payment Amount of the ACS Group Loans for such Payment Date and; (v) except as otherwise set forth in Section 3.06(h), to the Loans Accounts for the ACS Group Loans, an amount equal to the Supplemental Principal Payment Amount of the ACS Group Loans for such Payment Date; (vi) any payments to Hedge Providers, pro rata inter se, that are Hedge Termination Payments; (vii) payments to the applicable party, pro rata inter se, of Special Indemnity Payments; (viii) to the Expense Account, such amount as an accrual (the “Permitted Accruals”) in respect of any ACS Group Modification Payments as the Administrative Agent shall determine; (ix) to the Irish Parent, the Charitable Trust Dividend, if any; (x) in no order of priority inter se but pro rata, not on account of any obligation or debt (A) to the Securities Account for the Holders of the Class E Securities, an amount equal to the reimbursement to the Holders of the Class E Securities of the Contribution Amounts (if any) made by such Holders, and (B) to the Shareholders Account to be available, subject to corporate formalities, to fund a dividend or distribution, an amount equal to the reimbursement to the Shareholders of the Contribution Amounts (if any) made by the Shareholders with respect Policy Provider to the Shares; and (xi) the balance, in no order of priority inter se but pro rata in accordance with the Applicable Allocation Percentages, to the Securities Account for the Holders of the Class E Securities and to the Shareholders Account for the Shareholders. (b) Anything to the contrary contained in Section 3.08(a) hereof notwithstanding, (A) for any Payment Date following the fifth anniversary of the Initial Closing Date or (B) during the occurrence and continuance of either a DSCR Failure or a Servicer Termination Event, the allocation of payments described in Section 3.08(a) hereof shall not apply and the Administrative Agent shall direct the Operating Bank in writing (Persons providing such direction to be communicated in computer file format or in such other form Eligible Credit Facilities as the Administrative Agent, the Operating Bank, the Facility Agent, and the Collateral Agent agree, provided that, in the case definition of communication in computer file format or any other form other than a written tangible form, a written tangible form thereof shall promptly thereafter be sent to the Operating Bank) to cause all amounts on deposit in the Collections Account and the Expense Account to be applied on each Payment Date in the following order of priority: (i) to the Expense Account, an amount such that the amount on deposit therein is at least equal to the Required Expense Amount; (ii) in no order of priority inter se, but pro rata as to the amounts described in clauses (A“Controlling Party”) and (B) if the Policy Provider has paid any such Credit Facility Advance Obligations, as followsso provided, (A) to the Loans Accounts for the ACS Group LoansPolicy Provider, the Interest Amount on the ACS Group Loans less the amount of any Liquidity Facility Drawing in respect of the Interest Amount due on the ACS Group Loans paid on or before such Payment Date payments to the extent not theretofore reimbursed to the Policy Provider (plus interest accrued thereon at the applicable rate under such Eligible Liquidity Credit Facility Provider as that would have otherwise been payable to the Persons providing such Eligible Credit Facility from the date of such Payment Date; and (B) to any Hedge Provider, an amount equal to any Senior Hedge Payment due from any ACS Group Member pursuant to any Hedge Agreement; (iii) (A) first, to the Liquidity Facility Reserve Account (if applicable), such amount so that the amount on deposit in such Account is equal to the Required Amount therefor and (B) second, to any Persons providing any Eligible Liquidity Facilities, any Liquidity Facility Advance Obligations payable to such Persons under the terms of their respective Eligible Liquidity Facilities; (iv) to the Loans Account, an amount equal to the Aggregate Scheduled Principal Payment Amount of the ACS Group Loans for such Payment Date; (v) to the Loans Account, an amount equal to the Supplemental Principal Payment Amount of the ACS Group Loans for such Payment Date; (vi) payments to Hedge Providers, pro rata inter se, that are Hedge Termination Payments; (vii) to the Loans Accounts for the ACS Group Loans, the Outstanding Principal Balance of the ACS Group Loans together with all other amounts then due and payable in connecting with such ACS Group Loans; (viii) payments to the applicable party, pro rata inter se, of Special Indemnity Payments; (ix) to the Irish Parent, the Charitable Trust Dividend, if any; (x) in no order of priority inter se but pro rata, not on account of any obligation or debt (A) to the Securities Account for the Holders of the Class E Securities, an amount equal to the reimbursement to the Holders of the Class E Securities of the Contribution Amounts (if any) made by such Holders, and (B) to the Shareholders Account as a dividend or distribution, an amount equal to the reimbursement to the Shareholders of the Contribution Amounts (if any) made by the Shareholders with respect to the Shares; and (xi) the balance, in no order of priority inter se but pro rata in accordance with the Applicable Allocation Percentages, to the Securities Account for the Holders of the Class E Securities and to the Shareholders Account for the Shareholders. (c) Anything to the contrary contained in Section 3.08(a) or 3.08(b) hereof notwithstanding during the occurrence and continuance of an Event of Default the allocation of payments described in Section 3.08(a) or 3.08(b) hereof shall not apply and the Administrative Agent shall direct the Operating Bank in writing (such direction to be communicated in computer file format or in such other form as the Administrative Agent, the Operating Bank, the Facility Agent, and the Collateral Agent agree, provided that, in the case of communication in computer file format or any other form other than a written tangible form, a written tangible form thereof shall promptly thereafter be sent to the Operating Bank) to cause all amounts on deposit in the Collections Account and the Expense Account to be applied on each Payment Date or any other date specified by the Facility Agent in the following order of priority: (i) to the Expense Account, an amount such that the amount on deposit therein is at least equal to the Required Expense Amount; (ii) payments to the applicable party, pro rata inter se, of Special Indemnity Payments (other than Special Indemnity Payments of the type specified in clause (c) of the definition thereofpayment); (iii) to any Persons providing any Eligible Liquidity Facilitiesthe Policy Provider, any Liquidity Facility Advance Obligations Policy Premium due and payable to such Persons under the terms of their respective Eligible Liquidity FacilitiesPolicy Provider and any accrued and unpaid interest on any Policy Premium; (iv) in no order of priority inter se, but pro rata as to the amounts described in clauses (A) and (B) as follows, (A) to the Loans Accounts for the ACS Group Loans, the Interest Amount on the ACS Group Loans less the amount of any Liquidity Facility Drawing in respect of the Interest Amount due on the ACS Group Loans paid on or before such Payment Date to the extent not theretofore reimbursed to the Eligible Liquidity Facility Provider as of such Payment Date; and (B) to any Hedge Provider, an amount equal to any Senior Hedge Payment due from any ACS Group Member pursuant to any Hedge Agreement; (v) to the Loans Account, an amount equal to the Aggregate Scheduled Principal Payment Amount of the ACS Group Loans for such Payment Date; (vi) to the Loans Account, an amount equal to the Supplemental Principal Payment Amount of the ACS Group Loans for such Payment Date; (vii) payments to Hedge Providers, pro rata inter se, that are Hedge Termination Payments; (viii) to the Loans Accounts for the ACS Group Loans, the Outstanding Principal Balance of the ACS Group Loans together with all other amounts then due and payable in connection with such ACS Group Loan; (ix) to the Irish Parent, the Charitable Trust Dividend, if any; (x) in no order of priority inter se, but pro rata as to the amounts described below in clauses (A), (B) and (C) as follows follows: (A) first, to the applicable partyNote Accounts for each subclass of Notes, pro rata inter se, of Special Indemnity Payments the Interest Amount on such subclass of the type specified Notes (other than any portion thereof constituting any interest described in clause (cb) of the definition thereof, (B) of Interest Amount to the Securities Account for extent the Holders Policy Provider has made timely payment in respect of any unpaid Interest Class G Shortfall due on the Class E Securities, an amount equal to the reimbursement to the Holders related Payment Date on such subclass of the Class E Securities of the Contribution Amounts (if anyNotes) made by such Holders, and (C) to the Shareholders Account as a dividend or distribution, an amount equal to the reimbursement to the Shareholders of the Contribution Amounts (if any) made by the Shareholders with respect to the Shares; and (xi) the balance, in no order of priority inter se but pro rata according to the amount of accrued and unpaid interest on such subclass of the Notes less the sum of (1) the amount of any Interest Class G Drawing, if any, relating to such subclass of the Notes paid on or before such Payment Date by the Policy Provider under the Policy to the extent not theretofore reimbursed to the Policy Provider as of such Payment Date and (2) the amount of any Facility Drawing, if any, in accordance with respect of the Applicable Allocation PercentagesInterest Amount due on such subclass of the Notes paid on or before such Payment Date by the Initial Liquidity Facility Provider under the Initial Liquidity Facility to the extent not theretofore reimbursed to the Initial Liquidity Facility Provider as of such Payment Date and second, to the Securities Account Policy Provider, the amounts so paid by the Policy Provider in respect of such Interest Class G Drawings to the extent not theretofore reimbursed to the Policy Provider as of such Payment Date, (B) pro rata, to any Hedge Provider, such amounts required to make any Senior Hedge Payments due (and not paid by or on behalf of the Issuer) to such Hedge Provider pursuant to any Hedge Agreement, (C) to the Policy Provider, an amount equal to the accrued interest (at the Applicable Rate of Interest with respect to the relevant subclass of Notes) on any amounts paid by the Policy Provider under the Policy in respect of a subclass of Notes prior to such Payment Date to the extent not theretofore reimbursed to the Policy Provider and (D) to the Policy Provider, an amount equal to any Senior Hedge Payments made by the Policy Provider made by the Policy Provider on behalf of an Issuer Group Member to the extent not theretofore reimbursed to the Policy Provider as of such Payment Date; (v) first, to the Note Accounts for each subclass of Notes, an amount equal to the Holders Aggregate Minimum Principal Payment Amount of the Notes for such Payment Date less the amounts of Policy Drawings (such amount in the aggregate not to exceed such Aggregate Minimum Principal Payment Amount for such date) in respect of the principal of the Notes, if any, paid by the Policy Provider under the Policy for periods prior to the related Payment Date to the extent not theretofore reimbursed to the Policy Provider and second, to the Policy Provider, an amount, not to exceed in the Aggregate Minimum Principal Payment Amount of the Notes for such Payment Date, equal to the amount of such Policy Drawings in respect of such principal so paid by the Policy Provider under the Policy prior to such Payment Date to the extent not theretofore reimbursed to the Policy Provider as of such Payment Date; (vi) first, to the Note Accounts for each subclass of Notes, in the order of priority by subclass set forth in Section 3.10, an amount equal to the Outstanding Principal Balance of such subclass of Notes in no order of priority inter se but pro rata according to the amount of the principal of such subclass of Notes less the amounts of Policy Drawings in respect of the principal of such subclass of Notes, if any, paid by the Policy Provider under the Policy for periods prior to such Payment Date to the extent not theretofore reimbursed to the Policy Provider and second, to the Policy Provider, an amount equal to the amount of Policy Drawings in respect of principal of the Notes paid by the Policy Provider under the Policy prior to such Payment Date to the extent not theretofore reimbursed to the Policy Provider as of such Payment Date; (vii) an amount equal to accrued interest (at the Excess Policy Rate) on any amounts paid by the Policy Provider under the Policy prior to the related Payment Date and to the extent not theretofore reimbursed to the Policy Provider as of such Payment Date, Special Indemnity Payments owed to the Policy Provider and all other Policy Provider Obligations; (viii) to pay Special Indemnity Payments to the applicable party pro rata (except for such payments made to the Policy Provider pursuant to clause (vii) above); (ix) payments to Hedge Providers, pro rata inter se, that are Subordinated Hedge Payments; (x) to the Class B Shareholder Account, in an amount equal to the Class B Share Payment, if any; and (xi) to the Capital Account, which amounts therein, to the extent determined by the Board, shall be available to be paid as a dividend or distribution to the holders of the Class E Securities and to the Shareholders Account for the ShareholdersA Shares.

Payment Date Second Step Withdrawals. (a) On Subject to Section 3.7(e), on each Payment Date, after the withdrawals and applicable transfers provided for in Section 3.07 hereof 3.6 have been made, the Administrative Agent Trustee shall distribute from the Collections Collection Account (or retain in the Collections Account, if so indicated in the relevant clause below), or direct the Operating Bank in writing to do the same (such direction to be communicated in computer file format or in such other form as the Administrative Agent, the Operating Bank, the Facility Agent and the Collateral Agent agree; provided that, in the case of communication in computer file format or any other form other than a written tangible form, a written tangible form thereof shall promptly thereafter be sent to the Operating Bank), at least two Business Days prior to such Payment Date the amounts set forth below in the order of priority set forth below but, in each case, only to the extent that all amounts then required to be paid (or retained in the Collections Account, as applicable) ranking prior thereto (“Prior Ranking Amounts”) have been paid in full (provided that the amount to be paid shall be reduced in inverse order of priority by the amount of any payment by a Hedge Provider under a Hedge Agreement that was assumed pursuant to Section 3.06(a)(v) to be, but has not in fact been, paid on such Payment Date). All payments of Available Collections to be made to or for the account of Holders of any ACS Group Loans, pursuant to this Section 3.08 shall be made through a direct transfer of funds to the Loans Account. All payments of Available Collections to be made to or for the account of Holders of any Class E Securities, pursuant to this Section 3.08 shall be made through a direct transfer of funds to the Securities Account. Payments shall be made in the following order of priorityfull: (i) first, to the Expense Accountpayment of all Expenses not previously paid or reimbursed, an amount such that in the amount on deposit therein is at least equal amounts shown in all supporting documentation attached to the Required Expense AmountCalculation Date Information received by the Calculation Agent; (ii) second, to the Trustee for distribution to the Noteholders of the Class A Notes, the ratable payment of the Interest Amount then due and payable on the Class A Notes, taking into account any amounts previously paid pursuant to Section 2.5(e) and any adjustment to be made pursuant to Section 3.7(e) and any amounts to be paid pursuant to Section 3.8, in each case on such Payment Date; (iii) third, to the Equityholders, the Tax Distribution; provided, that no order such Tax Distribution shall be made if (x) an Event of priority inter seDefault or a Material Adverse Development has occurred and is continuing or (y) the amount of Royalties in the Collection Account in respect of such Payment Date prior to application of this Section 3.7 on such Payment Date is less than the amount set forth on Schedule A in respect of such Payment Date; provided, further, that if none of the events described in clause (x) or clause (y) have occurred but a Material Adverse Special Development has occurred and is continuing (or any Noteholder or Beneficial Holder has provided written notice to the Trustee that it believes that one or more clauses of the definition of Material Adverse Special Development has occurred and is continuing), then the amount of such Tax Distribution shall be distributed to the Tax Distribution Escrow Account pending any further distribution pursuant to Section 3.11; (iv) fourth, to the Trustee for distribution to the Noteholders of the Class A Notes, principal payments with respect to the Outstanding Principal Balance on the Class A Notes (without Premium or penalty), allocated pro rata as in proportion to the amounts described Outstanding Principal Balance of such Class A Notes held by such Noteholders, until the Outstanding Principal Balance of such Class A Notes has been paid in clauses full; (Av) and (B) as follows: (A) fifth, after the Class A Notes have been paid in full, to the Loans Accounts Trustee for distribution to the ACS Group LoansNoteholders of the Class B Notes, if any, the Interest Amount on the ACS Group Loans less the amount of any Liquidity Facility Drawing Class B Notes in respect of the Interest Amount due on the ACS Group Loans paid on or before such Payment Date to the extent not theretofore reimbursed to the Liquidity Facility Provider as of such Payment Date; and (B) to any Hedge Provider, an amount equal to any Senior Hedge Payment due from any ACS Group Member pursuant to any Hedge Agreement; (iii) (A) first, to the Liquidity Facility Reserve Account (if applicable), such amount so that the amount on deposit in such Account is equal to the Required Amount therefor and (B) second, to any Persons providing any Eligible Liquidity Facilities, any Liquidity Facility Advance Obligations payable to such Persons under the terms of accordance with their respective Eligible Liquidity Facilities; (iv) except as otherwise set forth in Section 3.06(h), to the Loans Accounts for the ACS Group Loans, an amount equal to the Aggregate Scheduled Principal Payment Amount of the ACS Group Loans for such Payment Date and; (v) except as otherwise set forth in Section 3.06(h), to the Loans Accounts for the ACS Group Loans, an amount equal to the Supplemental Principal Payment Amount of the ACS Group Loans for such Payment Dateterms; (vi) sixth, after the Class A Notes have been paid in full, to the Trustee for distribution to the Noteholders of the Class B Notes, if any, principal payments with respect to Hedge Providers, pro rata inter se, that are Hedge Termination Paymentsthe Outstanding Principal Balance of the Class B Notes in accordance with their terms until the Class B Notes have been paid in full; (vii) payments seventh, after the Notes have been paid in full, to the applicable party, pro rata inter se, ratable payment of Special Indemnity Payments;all other obligations under this Indenture until all such amounts are paid in full; and (viii) to eighth, after the Expense Account, such amount as an accrual (the “Permitted Accruals”) Notes have been paid in respect of any ACS Group Modification Payments as the Administrative Agent shall determine; (ix) to the Irish Parent, the Charitable Trust Dividend, if any; (x) in no order of priority inter se but pro rata, not on account of any obligation or debt (A) to the Securities Account for the Holders of the Class E Securities, an amount equal to the reimbursement to the Holders of the Class E Securities of the Contribution Amounts (if any) made by such Holders, and (B) to the Shareholders Account to be available, subject to corporate formalities, to fund a dividend or distribution, an amount equal to the reimbursement to the Shareholders of the Contribution Amounts (if any) made by the Shareholders with respect to the Shares; and (xi) the balance, in no order of priority inter se but pro rata in accordance with the Applicable Allocation Percentagesfull, to the Securities Account for the Holders of the Class E Securities and to the Shareholders Account for the ShareholdersIssuer, all remaining amounts. (b) Anything to the contrary contained in Section 3.08(a) hereof notwithstanding, (A) for any Payment Date following the fifth anniversary of the Initial Closing Date or (B) during the occurrence and continuance of either a DSCR Failure or a Servicer Termination Event, the allocation of payments described in Section 3.08(a) hereof shall not apply and the Administrative Agent shall direct the Operating Bank in writing (such direction to be communicated in computer file format or in such other form as the Administrative Agent, the Operating Bank, the Facility Agent, and the Collateral Agent agree, provided that, in the case of communication in computer file format or any other form other than a written tangible form, a written tangible form thereof shall promptly thereafter be sent to the Operating Bank) to cause all amounts on deposit in the Collections Account and the Expense Account to be applied on each Payment Date in the following order of priority: (i) to the Expense Account, an amount such that the amount on deposit therein is at least equal to the Required Expense Amount; (ii) in no order of priority inter se, but pro rata as to the amounts described in clauses (A) and (B) as follows, (A) to the Loans Accounts for the ACS Group Loans, the Interest Amount on the ACS Group Loans less the amount of any Liquidity Facility Drawing in respect of the Interest Amount due on the ACS Group Loans paid on or before such Payment Date to To the extent not theretofore reimbursed to the Eligible Liquidity Facility Provider as of such Payment Date; and (B) to any Hedge Provider, an amount equal to any Senior Hedge Payment due Issuer receives amounts from any ACS Group Member the Trustee from the Collection Account pursuant to any Hedge Agreement; (iii) (A) first, to the Liquidity Facility Reserve Account (if applicableSection 3.7(a)(viii), such amount so that amounts may be distributed by the amount on deposit in such Account is equal Issuer to the Required Amount therefor and Equityholders (Bor as otherwise directed by the Equityholders or any Person designated by the Equityholders to give such directions) second, to any Persons providing any Eligible Liquidity Facilities, any Liquidity Facility Advance Obligations payable to such Persons under the terms of in their respective Eligible Liquidity Facilities;sole discretion. (ivc) Notwithstanding anything herein to the Loans contrary, so long as no Event of Default shall have occurred and be continuing, the Calculation Agent shall, on the 15th day of each calendar month (other than any month in which a Payment Date falls), reimburse and pay to the Issuer (or such other appropriate Person identified at the written instruction of the Issuer), from the Collection Account, an amount equal to the Aggregate Scheduled Principal Payment Amount lesser of (i) all Expenses not previously paid or reimbursed and (ii) the balance of the ACS Group Loans for Collection Account, in either case upon delivery to the Calculation Agent by the Issuer, not less than three Business Days prior to such Payment Date;15th day, of supporting documentation therefor in writing. (vd) The provisions contained in Section 3.7(b) may not be amended, modified, waived or terminated (including pursuant to any termination of this Indenture) without the prior written consent of the Equityholders materially and adversely affected thereby, and the provisions contained in Section 3.7(b) shall survive the termination of this Indenture. The parties hereto specifically agree that each Equityholder materially and adversely affected thereby (i) is and shall be an express third-party beneficiary of the provisions of Section 3.7(b) and (ii) shall have the right to enforce any provision of Section 3.7(b). (e) Notwithstanding anything herein to the contrary, the priority of payments set forth in Section 3.7(a) shall be adjusted to give effect to (i) any inaccuracy set forth in any report of an accounting firm pursuant to Section 6.15(b), such that each Person shall be restored on the immediately succeeding Payment Date (or, if necessary, the immediately succeeding Payment Dates) to the Loans Accountcash flow position that such Person would have been in had the accurate amounts set forth in such report been paid in accordance with Section 3.7(a) on the relevant prior Payment Dates, an and (ii) the amount equal by which any Audit Expenses exceed $75,000 per annum (to the Supplemental Principal Payment Amount of extent that such excess amount is to be borne by the ACS Group Loans for Noteholders in accordance with Section 6.15(b)), such Payment Date; (vi) payments to Hedge Providers, pro rata inter se, that are Hedge Termination Payments; (vii) to the Loans Accounts for the ACS Group Loans, the Outstanding Principal Balance of the ACS Group Loans together with all other amounts then due and payable in connecting with such ACS Group Loans; (viii) any payments to the applicable partyNoteholders pursuant to Section 3.7(a) shall first be offset against the payment of such Audit Expenses; provided, pro rata inter se, of Special Indemnity Payments; that the Issuer (ixor any Servicer) to shall notify the Irish Parent, the Charitable Trust Dividend, if any; (x) Trustee in no order of priority inter se but pro rata, not on account of any obligation or debt (A) to the Securities Account for the Holders writing of the Class E Securities, an amount equal to the reimbursement to the Holders occurrence of the Class E Securities events described in the proviso to Section 6.15 and an itemization of the Contribution Amounts (if any) made by such Holders, and (B) to the Shareholders Account as a dividend or distribution, an amount equal to the reimbursement to the Shareholders of the Contribution Amounts (if any) made by the Shareholders with respect to the Shares; and (xi) the balance, in no order of priority inter se but pro rata in accordance with the Applicable Allocation Percentages, to the Securities Account for the Holders of the Class E Securities and to the Shareholders Account for the Shareholders. (c) Anything to the contrary contained in Section 3.08(a) or 3.08(b) hereof notwithstanding during the occurrence and continuance of an Event of Default the allocation of payments described in Section 3.08(a) or 3.08(b) hereof shall not apply and the Administrative Agent shall direct the Operating Bank in writing (such direction to be communicated in computer file format or in such other form as the Administrative Agent, the Operating Bank, the Facility Agent, and the Collateral Agent agree, provided that, in the case of communication in computer file format or any other form other than a written tangible form, a written tangible form thereof shall promptly thereafter be sent to the Operating Bank) to cause all amounts on deposit in the Collections Account and the Expense Account to be applied on each Payment Date or any other date specified by the Facility Agent in the following order of priority: (i) to the Expense Account, an amount such that the amount on deposit therein is at least equal to the Required Expense Amount; (ii) payments to the applicable party, pro rata inter se, of Special Indemnity Payments (other than Special Indemnity Payments of the type specified in clause (c) of the definition thereof); (iii) to any Persons providing any Eligible Liquidity Facilities, any Liquidity Facility Advance Obligations payable to such Persons under the terms of their respective Eligible Liquidity Facilities; (iv) in no order of priority inter se, but pro rata as to the amounts described in clauses (A) and (B) as follows, (A) to the Loans Accounts for the ACS Group Loans, the Interest Amount impact on the ACS Group Loans less the amount of any Liquidity Facility Drawing in respect of the Interest Amount due on the ACS Group Loans paid on or before such Payment Date to the extent not theretofore reimbursed to the Eligible Liquidity Facility Provider as of such Payment Date; and (B) to any Hedge Provider, an amount equal to any Senior Hedge Payment due from any ACS Group Member cash flows pursuant to any Hedge Agreement; (v) to the Loans Account, an amount equal to the Aggregate Scheduled Principal Payment Amount of the ACS Group Loans for such Payment Date; (vi) to the Loans Account, an amount equal to the Supplemental Principal Payment Amount of the ACS Group Loans for such Payment Date; (vii) payments to Hedge Providers, pro rata inter se, that are Hedge Termination Payments; (viii) to the Loans Accounts for the ACS Group Loans, the Outstanding Principal Balance of the ACS Group Loans together with all other amounts then due and payable in connection with such ACS Group Loan; (ix) to the Irish Parent, the Charitable Trust Dividend, if any; (x) in no order of priority inter se, but pro rata as to the amounts described in clauses (ASection 3.7(a), (B) and (C) as follows (A) to the applicable party, pro rata inter se, of Special Indemnity Payments of the type specified in clause (c) of the definition thereof, (B) to the Securities Account for the Holders of the Class E Securities, an amount equal to the reimbursement to the Holders of the Class E Securities of the Contribution Amounts (if any) made by such Holders, and (C) to the Shareholders Account as a dividend or distribution, an amount equal to the reimbursement to the Shareholders of the Contribution Amounts (if any) made by the Shareholders with respect to the Shares; and (xi) the balance, in no order of priority inter se but pro rata in accordance with the Applicable Allocation Percentages, to the Securities Account for the Holders of the Class E Securities and to the Shareholders Account for the Shareholders.

Payment Date Second Step Withdrawals. (a) On each Payment Date, after the withdrawals and transfers provided for in Section 3.07 hereof have been made, the Administrative Agent Cash Manager shall distribute from the Collections Account (or retain in the Collections Account, if so indicated in the relevant clause below), or direct the Operating Bank in writing to do the same (such direction to be communicated in computer file format or in such other form as the Administrative AgentCash Manager, the Operating Bank, the Facility Agent Trustees and the Collateral Agent Security Trustee agree; provided that, in the case of communication in computer file format or any other form other than a written tangible form, a written tangible form thereof shall promptly thereafter be sent to the Operating Bank), at least two Business Days prior to such Payment Date the amounts set forth below in the order of priority set forth below but, in each case, only to the extent that all amounts then required to be paid (or retained in the Collections Account, as applicable) ranking prior thereto (“Prior Ranking Amounts”) have been paid in full (provided that the amount to be paid shall be reduced in inverse order of priority by the amount of any payment by a Hedge Provider under a Hedge Agreement that was assumed pursuant to Section 3.06(a)(v3.06(a)(iii) to be, but has not in fact been, paid on such Payment Date). All payments of Available Collections to be made to or for the account of Holders of any subclass of ACS Group Loans, pursuant to this Section 3.08 shall be made through a direct transfer of funds to the Loans Account. All payments of Available Collections to be made to or for the account of Holders of any Class E Securities, pursuant to this Section 3.08 shall be made through a direct transfer of funds to the applicable Securities AccountAccount with respect to such subclass of ACS Group Securities. Payments shall be made in the following order of priority: (i) to the Expense Account, an amount such that the amount on deposit therein is at least equal to the Required Expense AmountAmount (including Credit Facility Expenses due and payable to the Initial Credit Facility Provider and Policy Expenses due and payable to the Policy Provider); (ii) in no order of priority inter se, but pro rata as to the amounts described in clauses (A), (B) and (BC) as follows: , (A) first, to the Loans Securities Accounts for the each subclass of ACS Group LoansClass A Securities, the Interest Amount on the such subclass of ACS Group Loans Class A Securities (other than any portion thereof constituting any interest described in clause (b) of the definition of Interest Amount to the extent the Policy Provider has made timely payment in respect of any unpaid Interest Shortfall due on the related Regular Distribution Date on the Certificates) in no order of priority inter se, but pro rata according to the Interest Amount on such subclass of ACS Group Class A Securities less the sum of (1) the amount of any Liquidity Interest Drawing paid on or before the related Distribution Date by the Policy Provider under the Policy on or prior to such Distribution Date to the extent not theretofore reimbursed to the Policy Provider as of such Distribution Date and (2) the amount of any Credit Facility Drawing in respect of the Interest Amount due on the such subclass of ACS Group Loans Class A Securities paid on or before such Payment Date to the extent not theretofore reimbursed to the Liquidity Initial Credit Facility Provider as of such Payment Date; and second, to the Policy Provider, the amounts so paid by the Policy Provider in respect of such Interest Drawings to the extent not theretofore reimbursed to the Policy Provider as of such Distribution Date; (B) pro rata, to any Hedge Provider, an amount equal to any Senior Hedge Payment due from any ACS Group Member pursuant to any Hedge Agreement; and (C) to the Policy Provider, an amount equal to accrued interest (at the Stated Rate of Interest with respect to the Certificates) on the amount of any Policy Drawing paid by the Policy Provider under the Policy prior to the related Distribution Date and to the extent not theretofore reimbursed to the Policy Provider as of such Distribution Date; (iii) to the Policy Provider, an amount equal to any Senior Hedge Payment made by the Policy Provider on behalf of an ACS Group Member to the extent not theretofore reimbursed to the Policy Provider as of such Payment Date; (iv) in no order of priority inter se, but pro rata as to the amounts described in clauses (A), (B) and (C) as follows: (A) first, to the Liquidity Credit Facility Reserve Account (if applicable), such amount so that the amount on deposit in such Account is equal to the Required Amount therefor and (B) second, to any Persons providing any Eligible Liquidity Credit Facilities, any Liquidity Credit Facility Advance Obligations payable to such Persons under the terms of their respective Eligible Liquidity FacilitiesCredit Facilities (after giving effect to any payments made by the Policy Provider to the Persons providing such Eligible Credit Facilities as provided in the definition of “Controlling Party”); (B) if the Policy Provider has paid any such Credit Facility Advance Obligations, as so provided, to the Policy Provider, the amount of such payments to the extent not theretofore reimbursed to the Policy Provider (plus interest accrued thereon at the applicable rate under such Eligible Credit Facility that would have otherwise been payable to the Persons providing such Eligible Credit Facility from the date of such payment); and (C) to the Senior Cash Collateral Account, such amount so that the amount on deposit in such Account is equal to the Required Amount therefor; (ivv) to the Policy Provider, any Policy Premium due and owing to the Policy Provider and any accrued and unpaid interest on any Policy Premium; (vi) first, except as otherwise in connection with a Conversion Election, to the Securities Accounts for each subclass of ACS Group Class A Securities, in the order of priority by subclass set forth in Section 3.06(h), to the Loans Accounts for the ACS Group Loans3.09 hereof, an amount equal to the Aggregate Scheduled Minimum Principal Payment Amount of the ACS Group Loans Class A Securities for such Payment Date and; less the amounts of Policy Drawings (vsuch amount in the aggregate not to exceed such Aggregate Minimum Principal Payment Amount for such date) except as in respect of the principal of the ACS Group Class A Securities (or, without duplication, otherwise set forth in Section 3.06(h)applied to reduce the corresponding portion of the Pool Balance of the Certificates) paid by the Policy Provider under the Policy for periods prior to the related Distribution Date to the extent not theretofore reimbursed to the Policy Provider; and second, to the Loans Accounts for the ACS Group LoansPolicy Provider, an amount equal amount, not to exceed the Supplemental Aggregate Minimum Principal Payment Amount of the ACS Group Loans Class A Securities for such Payment Date; , equal to the amount of such Policy Drawings in respect of such principal (vior, without duplication, otherwise applied to reduce the corresponding portion of the Pool Balance of the Certificates) payments so paid by the Policy Provider under the Policy prior to Hedge Providers, pro rata inter se, that are Hedge Termination Paymentssuch Distribution Date to the extent not theretofore reimbursed to the Policy Provider as of such Distribution Date; (vii) payments to the applicable party, pro rata inter se, of Special Indemnity Payments; (viii) to the Expense Account, such amount as an accrual (the “Permitted Accruals”) in respect of any ACS Group Modification Payments or ACS Group Refinancing Expenses as the Administrative Agent Cash Manager shall determine; (ix) determine based on information provided in a Written Notice to the Irish Parent, the Charitable Trust Dividend, if any; (x) in no order of priority inter se but pro rata, not on account of any obligation or debt (A) to the Securities Account for the Holders of the Class E Securities, an amount equal to the reimbursement to the Holders of the Class E Securities of the Contribution Amounts (if any) made Cash Manager by such Holders, and (B) to the Shareholders Account to be available, subject to corporate formalities, to fund a dividend or distribution, an amount equal to the reimbursement to the Shareholders of the Contribution Amounts (if any) made by the Shareholders with respect to the Shares; and (xi) the balance, in no order of priority inter se but pro rata in accordance with the Applicable Allocation Percentages, to the Securities Account for the Holders of the Class E Securities and to the Shareholders Account for the Shareholders. (b) Anything to the contrary contained in Section 3.08(a) hereof notwithstanding, (A) for any Payment Date following the fifth anniversary of the Initial Closing Date or (B) during the occurrence and continuance of either a DSCR Failure or a Servicer Termination Event, the allocation of payments described in Section 3.08(a) hereof shall not apply and the Administrative Agent shall direct the Operating Bank in writing (such direction to be communicated in computer file format or in such other form as the Administrative Agent, the Operating Bank, the Facility Agent, and the Collateral Agent agree, provided that, in the case of communication in computer file format or any other form other than a written tangible form, a written tangible form thereof shall promptly thereafter be sent to the Operating Bank) to cause all amounts on deposit in the Collections Account and the Expense Account to be applied on each Payment Date in the following order of priority: (i) to the Expense Account, an amount such that the amount on deposit therein is at least equal to the Required Expense Amount; (ii) in no order of priority inter se, but pro rata as to the amounts described in clauses (A) and (B) as follows, (A) to the Loans Accounts for the ACS Group Loans, the Interest Amount on the ACS Group Loans less the amount of any Liquidity Facility Drawing in respect of the Interest Amount due on the ACS Group Loans paid on or before such Payment Date to the extent not theretofore reimbursed to the Eligible Liquidity Facility Provider as of such Payment Date; and (B) to any Hedge Provider, an amount equal to any Senior Hedge Payment due from any ACS Group Member pursuant to any Hedge Agreement; (iii) (A) first, to the Liquidity Facility Reserve Account (if applicable), such amount so that the amount on deposit in such Account is equal to the Required Amount therefor and (B) second, to any Persons providing any Eligible Liquidity Facilities, any Liquidity Facility Advance Obligations payable to such Persons under the terms of their respective Eligible Liquidity Facilities; (iv) to the Loans Account, an amount equal to the Aggregate Scheduled Principal Payment Amount of the ACS Group Loans for such Payment Date; (v) to the Loans Account, an amount equal to the Supplemental Principal Payment Amount of the ACS Group Loans for such Payment Date; (vi) payments to Hedge Providers, pro rata inter se, that are Hedge Termination Payments; (vii) to the Loans Accounts for the ACS Group Loans, the Outstanding Principal Balance of the ACS Group Loans together with all other amounts then due and payable in connecting with such ACS Group Loans; (viii) payments to the applicable party, pro rata inter se, of Special Indemnity Payments; (ix) to the Policy Provider, an amount equal to accrued interest (at the Excess Policy Rate) on any amounts paid by the Policy Provider under the Policy prior to the related Distribution Date and to the extent not theretofore reimbursed to the Policy Provider as of such Distribution Date; (x) payments to Hedge Providers, pro rata inter se, that are Subordinated Hedge Payments; (xi) to the Policy Provider, any Additional Premium due and owing to the Policy Provider; (xii) to the Irish Parent, the Charitable Trust Dividend, if any; (xxiii) in no order of priority inter se but pro rata, not on account of any obligation or debt (A) to the Securities Account for the Holders of the Class E Securities, an amount equal to the reimbursement to the Holders of the Class E Securities of the Contribution Amounts (if any) made by such Holders, and (B) to the Shareholders Account as a dividend or distribution, an amount equal to the reimbursement to the Shareholders of the Contribution Amounts (if any) made by the Shareholders with respect to the Shares; and (xixiv) the balance, in no order of priority inter se but pro rata in accordance with the Applicable Allocation Percentages, to the Securities Account for the Holders of the Class E Securities and to the Shareholders Account for the Shareholders. (cb) Anything to the contrary contained in Section 3.08(a) hereof notwithstanding, following the earlier of (x) the Expected Final Payment Date of the ACS Group Subclass A-1 Securities or 3.08(b(y) hereof notwithstanding during the occurrence and continuance of an Event of Default a DSCR Failure, the allocation of payments described in Section 3.08(a) or 3.08(b) hereof shall not apply and the Administrative Agent shall direct the Operating Bank in writing (such direction to be communicated in computer file format or in such other form as the Administrative Agent, the Operating Bank, the Facility Agent, and the Collateral Agent agree, provided that, in the case of communication in computer file format or any other form other than a written tangible form, a written tangible form thereof shall promptly thereafter be sent to the Operating Bank) to cause all amounts on deposit in the Collections Account and the Expense Account to be applied on each Payment Date or any other date specified by the Facility Agent in the following order of priority: (i) to the Expense Account, an amount such that the amount on deposit therein is at least equal to the Required Expense Amount; (ii) payments to the applicable party, pro rata inter se, of Special Indemnity Payments (other than Special Indemnity Payments of the type specified in clause (c) of the definition thereof); (iii) to any Persons providing any Eligible Liquidity Facilities, any Liquidity Facility Advance Obligations payable to such Persons under the terms of their respective Eligible Liquidity Facilities; (iv) in no order of priority inter se, but pro rata as to the amounts described in clauses (A) and (B) as follows, (A) to the Loans Accounts for the ACS Group Loans, the Interest Amount on the ACS Group Loans less the amount of any Liquidity Facility Drawing in respect of the Interest Amount due on the ACS Group Loans paid on or before such Payment Date to the extent not theretofore reimbursed to the Eligible Liquidity Facility Provider as of such Payment Date; and (B) to any Hedge Provider, an amount equal to any Senior Hedge Payment due from any ACS Group Member pursuant to any Hedge Agreement; (v) to the Loans Account, an amount equal to the Aggregate Scheduled Principal Payment Amount of the ACS Group Loans for such Payment Date; (vi) to the Loans Account, an amount equal to the Supplemental Principal Payment Amount of the ACS Group Loans for such Payment Date; (vii) payments to Hedge Providers, pro rata inter se, that are Hedge Termination Payments; (viii) to the Loans Accounts for the ACS Group Loans, the Outstanding Principal Balance of the ACS Group Loans together with all other amounts then due and payable in connection with such ACS Group Loan; (ix) to the Irish Parent, the Charitable Trust Dividend, if any; (x) in no order of priority inter se, but pro rata as to the amounts described in clauses (A), (B) and (C) as follows (A) to the applicable party, pro rata inter se, of Special Indemnity Payments of the type specified in clause (c) of the definition thereof, (B) to the Securities Account for the Holders of the Class E Securities, an amount equal to the reimbursement to the Holders of the Class E Securities of the Contribution Amounts (if any) made by such Holders, and (C) to the Shareholders Account as a dividend or distribution, an amount equal to the reimbursement to the Shareholders of the Contribution Amounts (if any) made by the Shareholders with respect to the Shares; and (xi) the balance, in no order of priority inter se but pro rata in accordance with the Applicable Allocation Percentages, to the Securities Account for the Holders of the Class E Securities and to the Shareholders Account for the Shareholders.in