Common use of Payment of Principal and Interest; Defaulted Interest Clause in Contracts

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest at the related Interest Rate, and such interest shall be due and payable on each Payment Date as specified therein, subject to Sections 3.01 and 11.12 hereof. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable as provided in Section 8.02(d) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest at the related Interest Rate, and such interest shall be due and payable on each Payment Distribution Date as specified therein, subject to Sections 3.01 and 11.12 hereofSection 3.01. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Distribution Date or on the related Final Scheduled Payment Distribution Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.0110.01(a)), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable as on each Distribution Date to the extent provided in Section 8.02(d) hereofthe form of the related Note set forth as an Exhibit hereto. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders maturity of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable has been accelerated in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior within five Business Days of receipt of notice of termination of the Trust pursuant to such final Payment Date Section 9.01(c) of the Trust Agreement and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five Business Days prior to the next related payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, date and, at least 15 days before any such special record date, the Issuer shall mail to the Indenture Trustee and each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest at the related Interest Rate, and such interest shall be due and payable on each Payment Date Distribution Date, as specified therein, subject to Sections 3.01 and 11.12 hereofSection 3.01. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee Person and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Distribution Date or on the related Final Scheduled Payment Distribution Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable as on each Distribution Date to the extent provided in Section 8.02(d) hereofthe form of the related Class of Notes set forth as an Exhibit hereto. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders maturity of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable has been accelerated in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior within five Business Days of receipt of notice of termination of the Trust pursuant to such final Payment Date Section 9.01(c) of the Trust Agreement and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five Business Days prior to the next related payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, date and, at least 15 days before any such special record date, the Issuer shall mail to the Indenture Trustee and each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each The Class of A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes shall accrue interest at during the related Interest Accrual Period at the Class A-1 Interest Rate, the Class A-2a Interest Rate, the Class A-2b Interest Rate, the Class A-3 Interest Rate, the Class A-4 Interest Rate, the Class B Interest Rate and the Class C Interest Rate, respectively, and such interest shall be due and payable on each Payment Date in accordance with the priorities set forth in Section 8.02(d) and (e), as specified thereinapplicable, subject to Sections 3.01 Section 3.01. Interest on the Class A-2a Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and 11.12 hereofthe Class C Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Class A-1 Notes and the Class A-2b Notes will be calculated on the basis of the actual number of days in the related Interest Accrual Period and a 360-day year. The Issuing Entity will pay interest on each Class of Notes at the related Interest Rate on each Payment Date on the principal amount of the related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. Any installment of interest or principal, if any, principal payable on any a Note that is punctually paid or duly provided for by the Issuer Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid or wire transfer to such Person’s address or designated account as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.112.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.)) or WOAR or any of its Affiliates, payment will be made by wire transfer in immediately available funds to the account designated by such person or nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related applicable Final Scheduled Payment Date, as the case may be Date for such Class (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), ) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.02 that the Notes have become immediately due and payable, the Outstanding Amount of each Note Class of Notes shall be payable as provided in full on the Final Scheduled Payment Date for such Class and, to the extent of funds available therefor, in installments on the Payment Dates (if any) preceding the Final Scheduled Payment Date for such Class, in the amounts and in accordance with the priorities set forth in Section 8.02(d), subject to Section 3.01. (c) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than at least a majority of the Outstanding Amount of the Controlling Securities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All In such case, principal payments on each Class of Notes shall be made pro rata to paid in accordance with the Noteholders of such Class entitled theretopriorities set forth in Section 8.02(e). The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Date on which the Issuer Issuing Entity expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (cd) If the Issuer Issuing Entity defaults in a payment of interest on the Notes, the Issuer Issuing Entity shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer Issuing Entity may pay such defaulted interest to the Persons persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five Business Days prior to the next payment date. The Issuer Issuing Entity shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer Issuing Entity shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest at the related Interest Rate, and such interest shall be due and payable on each Payment Date as specified therein, subject to Sections 3.01 and 11.12 hereof. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s 's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable as provided in Section 8.02(d) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement5. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest at the related Interest Rate, and such interest shall be due and payable on each Payment Date as specified therein, subject to Sections 3.01 and 11.12 hereof. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable as provided in Section 8.02(d) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Scheduled Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes Noteholders representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 five (5) Business Days preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment; provided, however, if a Definitive Note is held by the Sponsor or any of its Affiliates, then the final installment of principal of and interest on such Note may be paid prior to the surrender of the Note. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five (5) Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 fifteen (15) days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each The Class of A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes shall accrue interest at during the related Interest Accrual Period at the Class A-1 Interest Rate, the Class A-2 Interest Rate, the Class A-3 Interest Rate, the Class A-4 Interest Rate, the Class B Interest Rate and the Class C Interest Rate, respectively, and such interest shall be due and payable on each Payment Date in accordance with the priorities set forth in Section 8.02(d) and (e), as specified thereinapplicable, subject to Sections 3.01 Section 3.01. Interest on the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and 11.12 hereofthe Class C Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Class A-1 Notes will be calculated on the basis of the actual number of days in the related Interest Accrual Period and a 360-day year. The Issuing Entity will pay interest on each Class of Notes at the related Interest Rate on each Payment Date on the principal amount of the related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. Any installment of interest or principal, if any, principal payable on any a Note that is punctually paid or duly provided for by the Issuer Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid or wire transfer to such Person’s address or designated account as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.112.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.)) or WOAR or any of its Affiliates, payment will be made by wire transfer in immediately available funds to the account designated by such person or nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related applicable Final Scheduled Payment Date, as the case may be Date for such Class (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), ) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.02 that the Notes have become immediately due and payable, the Outstanding Amount of each Note Class of Notes shall be payable as provided in full on the Final Scheduled Payment Date for such Class and, to the extent of funds available therefor, in installments on the Payment Dates (if any) preceding the Final Scheduled Payment Date for such Class, in the amounts and in accordance with the priorities set forth in Section 8.02(d), subject to Section 3.01. (c) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than at least a majority of the Outstanding Amount of the Controlling Securities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All In such case, principal payments on each Class of Notes shall be made pro rata to paid in accordance with the Noteholders of such Class entitled theretopriorities set forth in Section 8.02(e). The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Date on which the Issuer Issuing Entity expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (cd) If the Issuer Issuing Entity defaults in a payment of interest on the Notes, the Issuer Issuing Entity shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer Issuing Entity may pay such defaulted interest to the Persons persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five Business Days prior to the next payment date. The Issuer Issuing Entity shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer Issuing Entity shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of The Notes shall accrue interest at the related Interest RateNote Rate as set forth in the Sale and Servicing Agreement, and such interest shall be due and payable on each Payment Date as specified therein, subject to Sections 3.01 and 11.12 Section 3.1 hereof. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s 's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.112.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related applicable Final Scheduled Payment Date, as the case may be Date (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.0110.1), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.033.3. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 8.02(d) hereof. the Sale and Servicing Agreement and the form of the Notes set forth in Exhibit A. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related earlier of (i) the Final Payment Date, (ii) the Redemption Date or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders the Owners of the Notes representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement5. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each The Class of A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest at during the related Interest Accrual Period at the Class A-1 Interest Rate, the Class A-2 Interest Rate, the Class A-3 Interest Rate, the Class A-4 Interest Rate and the Class B Interest Rate, respectively, and such interest shall be due and payable on each Payment Date in accordance with the priorities set forth in Section 8.02(c), (d) and (e), as specified thereinapplicable, subject to Sections 3.01 Section 3.01. Interest on the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and 11.12 hereofthe Class B Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Class A-1 Notes will be calculated on the basis of the actual number of days in the related Interest Accrual Period and a 360-day year. The Issuing Entity will pay interest on each Class of Notes at the related Interest Rate on each Payment Date on the principal amount of the related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. Any installment of interest or principal, if any, principal payable on any a Note that is punctually paid or duly provided for by the Issuer Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.112.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.)) or WOAR or any of its Affiliates, payment will be made by wire transfer in immediately available funds to the account designated by such person or nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related applicable Final Scheduled Payment Date, as the case may be Date for such Class (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), ) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.02 that the Notes have become immediately due and payable, the Outstanding Amount of each Note Class of Notes shall be payable as provided in full on the Final Scheduled Payment Date for such Class and, to the extent of funds available therefor, in installments on the Payment Dates (if any) preceding the Final Scheduled Payment Date for such Class, in the amounts and in accordance with the priorities set forth in Section 8.02(d8.02(c), subject to Section 3.01. (c) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than at least a majority of the Outstanding Amount of the Controlling Securities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All In such case, principal payments on each Class of Notes shall be made pro rata to paid in accordance with the Noteholders of such Class entitled theretopriorities set forth in Section 8.02(d) or Section 8.02(e), as the case may be. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Date on which the Issuer Issuing Entity expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (cd) If the Issuer Issuing Entity defaults in a payment of interest on the Notes, the Issuer Issuing Entity shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer Issuing Entity may pay such defaulted interest to the Persons persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five Business Days prior to the next payment date. The Issuer Issuing Entity shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer Issuing Entity shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each The Class of A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest at during the related Interest Accrual Period at the Class A-1 Interest Rate, the Class A-2 Interest Rate, the Class A-3 Interest Rate, the Class A-4 Interest Rate and the Class B Interest Rate, respectively, and such interest shall be due and payable on each Payment Date in accordance with the priorities set forth in Section 8.02(c), (d) and (e), as specified thereinapplicable, subject to Sections 3.01 Section 3.01. Interest on the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and 11.12 hereofthe Class B Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Class A-1 Notes will be calculated on the basis of the actual number of days in the related Interest Accrual Period and a 360-day year. The Issuing Entity will pay interest on each Class of Notes at the related Interest Rate on each Payment Date on the principal amount of the related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. Any installment of interest or principal, if any, principal payable on any a Note that is punctually paid or duly provided for by the Issuer Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.112.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.)) or WOAR or any of its affiliates, payment will be made by wire transfer in immediately available funds to the account designated by such person or nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related applicable class Final Scheduled Payment Date, as the case may be Date (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), ) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.02 that the Notes have become immediately due and payable, the Outstanding Amount of each Note Class of Notes shall be payable as provided in full on the Final Scheduled Payment Date for such class and, to the extent of funds available therefor, in installments on the Payment Dates (if any) preceding the Final Scheduled Payment Date for such Class, in the amounts and in accordance with the priorities set forth in Section 8.02(d8.02(c), subject to Section 3.01. (c) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority 50% of the Outstanding Amount of the Controlling Securities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All In such case, principal payments on each Class of Notes shall be made pro rata to paid in accordance with the Noteholders of such Class entitled theretopriorities set forth in Section 8.02(d) or Section 8.02(e), as the case may be. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Date on which the Issuer Issuing Entity expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (cd) If the Issuer Issuing Entity defaults in a payment of interest on the Notes, the Issuer Issuing Entity shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer Issuing Entity may pay such defaulted interest to the Persons persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five Business Days prior to the next payment date. The Issuer Issuing Entity shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer Issuing Entity shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each The Class of A Notes shall accrue interest at as provided in the related Interest Rateform of the Class A Note set forth in Exhibit A-1 hereto, the Class B Notes shall accrue interest as provided in the form of the Class B Note set forth in Exhibit A-2 hereto, and the Class C Notes shall accrue interest as provided in the form of the Class C Note set forth in Exhibit A-3 hereto, such respective interest shall be due and payable on each Payment Distribution Date as specified therein, subject to Sections 3.01 and 11.12 hereof. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Distribution Date or on the related Stated Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which Maturity shall be payable paid as provided below. The funds represented by any such checks returned undelivered shall be held set forth in accordance with Section 3.035.09(a) of the Sale and Servicing Agreement. (b) The principal of each Note shall be payable in installments on each Distribution Date as provided in Section 8.02(d) hereofthe forms of the Class A Note, the Class B Note and the Class C Note, as set forth in Exhibits A-1, A-2 and A-3 hereto, respectively. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes Notes, and all accrued interest thereon (if any), shall be become due and payable, if not previously paid, on upon the related Final Payment Date or acceleration thereof after the date on which occurrence of an Indenture Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable in the manner provided in Section 5.025.2. All principal payments on each Class class of Notes shall be made pro rata to as provided in Section 5.2 and in Section 5.09(a) of the Noteholders of such Class entitled theretoSale and Servicing Agreement, as applicable. The Upon written notice from the Issuer, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Distribution Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement10.2. (c) If the Issuer defaults in a payment of interest on the Notesany class of Notes entitled thereto, the Issuer shall pay defaulted interest (plus interest on such defaulted interest shall itself bear interest (to the extent lawful) at the applicable Interest Class A Note Rate, Class B Note Rate in any lawful manneror Class C Note Rate, as applicable. The Issuer may pay such Such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date (and such interest thereon) shall be at least 5 Business Days prior paid on subsequent Distribution Dates pursuant to Section 5.09 of the next payment date. The Issuer shall fix Sale and Servicing Agreement, or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paidas otherwise set forth below.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest at the related Interest Rate, and such interest shall be due and payable on each Payment Date Distribution Date, as specified therein, subject to Sections 3.01 and 11.12 hereofSection 3.01. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee Person and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Distribution Date or on the related Final Scheduled Payment Distribution Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable as on each Distribution Date to the extent provided in Section 8.02(d) hereofthe form of the related Class of Notes set forth as an Exhibit hereto. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders maturity of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable has been accelerated in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior within five (5) Business Days of receipt of notice of termination of the Trust pursuant to such final Payment Date Section 9.01(c) of the Trust Agreement and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five (5) Business Days prior to the next related payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, date and, at least 15 fifteen (15) days before any such special record date, the Issuer shall mail to the Indenture Trustee and each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest at the related Interest Rate, and such interest shall be due and payable on each Payment Date as specified therein, subject to Sections 3.01 and 11.12 hereof. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable as provided in Section 8.02(d) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each The Class of A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest at during the related Interest Accrual Period at the Class A-1 Interest Rate, the Class A-2a Interest Rate, the Class A-2b Interest Rate, the Class A-3 Interest Rate, the Class A-4 Interest Rate and the Class B Interest Rate, respectively, and such interest shall be due and payable on each Payment Date in accordance with the priorities set forth in Section 8.02(c), (d) and (e), as specified thereinapplicable, subject to Sections 3.01 Section 3.01. Interest on the Class A-2a Notes, the Class A-3 Notes, the Class A-4 Notes and 11.12 hereofthe Class B Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Class A-1 Notes and the Class A-2b Notes will be calculated on the basis of the actual number of days in the related Interest Accrual Period and a 360-day year. The Issuing Entity will pay interest on each Class of Notes at the related Interest Rate on each Payment Date on the principal amount of the related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. Any installment of interest or principal, if any, principal payable on any a Note that is punctually paid or duly provided for by the Issuer Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.112.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.)) or WOAR or any of its Affiliates, payment will be made by wire transfer in immediately available funds to the account designated by such person or nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related applicable Final Scheduled Payment Date, as the case may be Date for such Class (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), ) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.02 that the Notes have become immediately due and payable, the Outstanding Amount of each Note Class of Notes shall be payable as provided in full on the Final Scheduled Payment Date for such Class and, to the extent of funds available therefor, in installments on the Payment Dates (if any) preceding the Final Scheduled Payment Date for such Class, in the amounts and in accordance with the priorities set forth in Section 8.02(d8.02(c), subject to Section 3.01. (c) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than at least a majority of the Outstanding Amount of the Controlling Securities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All In such case, principal payments on each Class of Notes shall be made pro rata to paid in accordance with the Noteholders of such Class entitled theretopriorities set forth in Section 8.02(d) or Section 8.02(e), as the case may be. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Date on which the Issuer Issuing Entity expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (cd) If the Issuer Issuing Entity defaults in a payment of interest on the Notes, the Issuer Issuing Entity shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer Issuing Entity may pay such defaulted interest to the Persons persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five Business Days prior to the next payment date. The Issuer Issuing Entity shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer Issuing Entity shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest at the related Interest Rate, and such interest shall be due and payable on each Payment Date as specified therein, subject to Sections 3.01 and 11.12 hereof. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable as provided in Section 8.02(d) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Scheduled Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes Noteholders representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 five (5) Business Days preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five (5) Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 fifteen (15) days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class On each Payment Date from amounts on deposit in the Payment Account after making (x) any deposit to the Funding Account pursuant to Section 8.02(b) and (y) any deposits to the Payment Account pursuant to Section 8.02(c)(ii) and Section 8.02(c)(i)(2), the Indenture Trustee shall pay to the Noteholders, the Certificate Paying Agent, on behalf of Notes shall accrue the Certificateholders, and to other Persons the amounts to which they are entitled as set forth below: (i) to the Noteholders the sum of (a) one month's interest at the Note Interest Rate on the Security Balances of Notes immediately prior to such Payment Date and (b) any previously accrued and unpaid interest for prior Payment Dates; (ii) if such Payment Date is after the Funding Period, to the Noteholders, as principal on the Notes, the applicable Security Percentage of the Principal Collection Distribution Amount and if such Payment Date is the first Payment Date following the end of the Funding Period (if ending due to an Amortization Event) or the Payment Date on which the Funding Period ends, to the Noteholders as principal on the Notes the applicable Security Percentage of the amount deposited from the Funding Account in respect of Security Principal Collections; (iii) to the Noteholders, as principal on the Notes, from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Liquidation Loss Amounts for the related Collection Period; (iv) to the Noteholders, as principal on the Notes, from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Carryover Loss Amounts; (v) to the Credit Enhancer, in the amount of the premium for the Credit Enhancement Instrument and for any Additional Credit Enhancement Instrument; (vi) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument and on any Additional Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement); (vii) to the Noteholders, as principal on the Notes based on the Security Balances from Security Interest RateCollections, up to the Special Capital Distribution Amount for such Payment Date; (viii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; (ix) [Reserved]; (x) to reimburse the Administrator for expenditures made on behalf of the Issuer with respect to the performance of its duties under the Indenture; and (xi) any remaining amount, to the Certificate Paying Agent, on behalf of the Certificates. provided, however, in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing then the priorities of distributions described above will be adjusted such that payments of the Certificate Distribution Amount and all other amounts to be paid to the Certificate Paying Agent will not be paid until the full amount of interest and principal in accordance with clauses (i), (x) and (ii) through (iv) above that are due on the Notes on such Payment Date have been paid and provided, further, that on the Final Scheduled Payment Date or other final Payment Date, the amount to be paid pursuant to clause (ii) above shall be due and payable on equal to the Security Balances of the Securities immediately prior to such Payment Date. On each Payment Date Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholders. The amounts paid to Noteholders shall be paid to each Class in accordance with the Class Percentage as specified therein, subject set forth in paragraph (b) below. Interest will accrue on the Notes during an Interest Period on the basis of the actual number of days in such Interest Period and a year assumed to Sections 3.01 and 11.12 hereofconsist of 360 days. [Any installment of interest or principal, if any, payable on any Note or Certificate that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall shall, if such Holder holds Notes or Certificates of an aggregate initial Principal Balance of at least $1,000,000, be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check mailed first-class postage prepaid to such Person’s Noteholder mailed to such Holder's address as it appears on in the Note Register the amount required to be distributed to such Holder on such Record Date, except that, unless Definitive Notes have been issued Payment Date pursuant to Section 2.11such Holder's Securities; provided, with respect however, that the Indenture Trustee shall not pay to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee Holders any amount required to be Cede & Co.), withheld from a payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on Holder by the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03Code.] (b) The principal of each Note shall be payable as provided in Section 8.02(d) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable in full on the manner Final Scheduled Payment Date for such Note as provided in Section 5.02. the form of Note set forth in Exhibit A. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled theretothereto in accordance with the Percentage Interests represented by such Notes. The Upon notice to the Indenture Trustee by the Issuer, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Final Scheduled Payment Date on which the Issuer expects that the or other final installment of principal of and interest on such Note will be paidPayment Date. Such notice shall be mailed or transmitted by facsimile no later than five Business Days prior to such Final Scheduled Payment Date or other final Payment Date and shall specify that payment of the principal amount and any interest due with respect to such Note at the Final Scheduled Payment Date or other final installment Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreementpayment. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Interest Bearing Notes shall accrue interest on its Outstanding Amount at the related its Note Rate before and after maturity. Interest Rate, and such interest shall be due and payable on each Payment Date as specified thereinin Section 8.03 or 5.05, subject to Sections 3.01 and 11.12 hereofSection 3.01. Any installment of interest or principal, if any, payable on any an Interest Bearing Note or installment of principal payable on a Principal Amount Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person person in whose name such the Note (or one or more Predecessor Notesits predecessor Note) is registered on the Record Date by wire transfer of immediately available funds to the account designated by the Holder at a bank or other entity having appropriate facilities, if the Holder has so notified the Indenture Trustee in writing at least five Business Days before the Record Date and is either the Depository or owner of record of Notes having an aggregate principal or notional amount of at least $1,000,000, and otherwise by check mailed first-class postage prepaid to such Person’s the Holder's address as it appears on the Note Register on such the Record Date, except thator by any other means the Noteholder and the Indenture Trustee agree to, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such on a Principal Amount Note on a Payment Date, a Redemption redemption date, or the Scheduled Maturity Date or on the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price redemption price for any Note Class of Principal Amount Notes called for redemption pursuant to Section 10.01), ) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Principal Amount Note shall be payable as provided in Section 8.02(d) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Scheduled Maturity Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable in the manner provided specified in Section 5.028.03. All principal payments on each Class of Principal Amount Notes shall be made pro rata to the Noteholders of such Class entitled theretothat Class. The Indenture Trustee shall notify the Person send a notice to each person in whose name a Principal Amount Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paidScheduled Maturity Date. Such The notice shall be mailed sent by first-class mail, postage prepaid, or transmitted by facsimile prior (promptly confirmed by mail) not later than ten days before the Scheduled Maturity Date to such final Payment each Holder of Principal Amount Notes as of the close of business on the Record Date preceding the Scheduled Maturity Date, at the Holder's address or facsimile number appearing in the Note Register, and shall specify that such final installment the principal of the Note will be payable only upon on presentation and surrender of such the Note and shall specify the place where such the Note may be presented and surrendered for payment of such installmentpayment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (c) If the Issuer defaults in a payment of interest on the a Class of Interest Bearing Notes, the Issuer shall pay defaulted interest (plus interest on such the defaulted interest to the extent lawful) at the applicable Interest Note Rate in any lawful manner. The Issuer may pay such the defaulted interest to the Persons persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five Business Days prior to before the next payment datePayment Date. The Issuer shall fix or cause to be fixed any such the special record date and related payment datePayment Date, and, at least 15 days before any such the special record date, the Issuer shall mail to each Noteholder affected Holder a notice that states the special record date, the payment date Payment Date, and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class On each Payment Date from amounts on deposit in the Payment Account after making (x) any deposit to the Funding Account pursuant to Section 8.02(b) and (y) any deposits to the Payment Account pursuant to Section 8.02(c)(ii) and Section 8.02(c)(i)(2), the Indenture Trustee shall pay to the Noteholders, the Certificate Paying Agent, on behalf of Notes shall accrue the Certificateholders, and to other Persons the amounts to which they are entitled as set forth below: (i) To the Noteholders the sum of (a) one month's interest at the Note Interest Rate on the Security Balances of Notes immediately prior to such Payment Date and (b) any previously accrued and unpaid interest for prior Payment Dates; (ii) if such Payment Date is after the Funding Period, to the Noteholders, as principal on the Notes, the applicable Security Percentage of the Principal Collection Distribution Amount and if such Payment Date is the first Payment Date following the end of the Funding Period (if ending due to an Amortization Event) or the Payment Date on which the Funding Period ends, to the Noteholders as principal on the Notes the applicable Security Percentage of the amount deposited from the Funding Account in respect of Security Principal Collections; (iii) to the Noteholders, as principal on the Notes, from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Liquidation Loss Amounts for the related Collection Period; (iv) to the Noteholders, as principal on the Notes, from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Carryover Loss Amounts; (v) to the Note Insurer, in the amount of the premium for the Note Insurance Policy and for any Additional Note Insurance Policy; (vi) to the Note Insurer, to reimburse it for prior draws made on the Note Insurance Policy and on any Additional Note Insurance Policy (with interest thereon as provided in the Insurance Agreement); (vii) to the Noteholders, as principal on the Notes based on the Security Balances from Security Interest RateCollections, up to the Special Capital Distribution Amount for such Payment Date; (viii) to the Note Insurer, any other amounts owed to the Note Insurer pursuant to the Insurance Agreement; (ix) [Reserved]; (x) to reimburse the Administrator for expenditures made on behalf of the Issuer with respect to the performance of its duties under the Indenture; and (xi) any remaining amount, to the Certificate Paying Agent, on behalf of the Certificates. PROVIDED, HOWEVER, in the event that on a Payment Date a Note Insurer Default shall have occurred and be continuing then the priorities of distributions described above will be adjusted such that payments of the Certificate Distribution Amount and all other amounts to be paid to the Certificate Paying Agent will not be paid until the full amount of interest and principal in accordance with clauses (i), (x) and (ii) through (iv) above that are due on the Notes on such Payment Date have been paid and PROVIDED, FURTHER, that on the Final Scheduled Payment Date or other final Payment Date, the amount to be paid pursuant to clause (ii) above shall be due and payable on equal to the Security Balances of the Securities immediately prior to such Payment Date. On each Payment Date Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholders. The amounts paid to Noteholders shall be paid to each Class in accordance with the Class Percentage as specified therein, subject set forth in paragraph (b) below. Interest will accrue on the Notes during an Interest Period on the basis of the actual number of days in such Interest Period and a year assumed to Sections 3.01 and 11.12 hereofconsist of 360 days. [Any installment of interest or principal, if any, payable on any Note or Certificate that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall shall, if such Holder holds Notes or Certificates of an aggregate initial Principal Balance of at least $_________, be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check mailed first-class postage prepaid to such Person’s Noteholder mailed to such Holder's address as it appears on in the Note Register the amount required to be distributed to such Holder on such Record Date, except that, unless Definitive Notes have been issued Payment Date pursuant to Section 2.11such Holder's Securities; PROVIDED, with respect HOWEVER, that the Indenture Trustee shall not pay to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee Holders any amount required to be Cede & Co.), withheld from a payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on Holder by the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03Code.] (b) The principal of each Note shall be payable as provided in Section 8.02(d) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable in full on the manner Final Scheduled Payment Date for such Note as provided in Section 5.02. the form of Note set forth in Exhibit A. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled theretothereto in accordance with the Percentage Interests represented by such Notes. The Upon notice to the Indenture Trustee by the Issuer, the Indenture Trustee shall notify the Person in whose name a Note is registered register ed at the close of business 5 Business Days on the Record Date preceding the Final Scheduled Payment Date on which the Issuer expects that the or other final installment of principal of and interest on such Note will be paidPayment Date. Such notice shall be mailed or transmitted by facsimile no later than five Business Days prior to such Final Scheduled Payment Date or other final Payment Date and shall specify that payment of the principal amount and any interest due with respect to such Note at the Final Scheduled Payment Date or other final installment Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreementpayment. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class On each Payment Date from amounts on deposit in the Payment Account the Paying Agent shall pay to the Noteholders, the Certificate Paying Agent, on behalf of Notes shall accrue interest at the related Interest RateCertificateholders, and such interest to other Persons the Interest Remittance Amount and Principal Payment Amount, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, in the order of priority set forth in this Section 3.05. (b) On each Payment Date, the Remittance Amount shall be due distributed in the following priority, in each case to the extent of the then remaining Remittance Amount: (i) first, to the Class A Notes, Current Interest and payable any Carryforward Interest for each such Payment Date; (ii) second, to the Class M-1 Notes, Current Interest and any Carryforward Interest for such class and such Payment Date; (iii) third, to the Class M-2 Notes, Current Interest and any Carryforward Interest for such class and such Payment Date; (iv) fourth, to the Class B-1 Notes, Current Interest and any Carryforward Interest for such class and such Payment Date; and (v) fifth, to the Class B-2 Notes, Current Interest and any Carryforward Interest for such class and such Payment Date. (c) On each Payment Date, prior to the Stepdown Date, the remaining Remittance Amount after payments made pursuant to Section 3.01(b) above, not to exceed the Principal Payment Amount, shall be distributed in the following order of priority: (i) first, to the Class A Notes, until their Class Principal Balance of the Class A Notes has been reduced to zero; (ii) second, to the Class M-1 Notes, until the Class Principal Balance of the Class M-1 Notes has been reduced to zero; (iii) third, to the Class M-2 Notes, until the Class Principal Balance of the Class M-2 Notes has been reduced to zero; (iv) fourth, to the Class B-1 Notes, until the Class Principal Balance of the Class B-1 Notes has been reduced to zero; and (v) fifth, to the Class B-2 Notes, until the Class Principal Balance of the Class B-2 Notes has been reduced to zero. (d) On each Payment Date, on or after the Stepdown Date, the remaining Remittance Amount after payments made pursuant to Section 3.01(b) and (c) above, not to exceed the Principal Payment Amount, shall be distributed in the following order of priority: (i) first, to the Class A Notes, the Senior Principal Payment Amount for such payment date, until the Class Principal Balance of the Class A Notes has been reduced to zero; (ii) second, to the Class M-1 Notes, the Class M-1 Principal Payment Amount for such payment date, until the Class Principal Balance of such Class has been reduced to zero; (iii) third, to the Class M-2 Notes, the Class M-2 Principal Payment Amount for such payment date, until the Class Principal Balance of such Class has been reduced to zero; (iv) fourth, to the Class B-1 Notes, the Class B-1 Principal Payment Amount for such payment date, until the Class Principal Balance of such Class has been reduced to zero; and (v) fifth, to the Class B-2 Notes, the Class B-2 Principal Payment Amount for such payment date, until the Class Principal Balance of such Class has been reduced to zero. (e) On each Payment Date, the Monthly Excess Cashflow shall be distributed in the following order of priority: (A) on each Payment Date prior to the Stepdown Date, until the aggregate Class Principal Balance of the Notes equals the Aggregate Loan Balance for such Payment Date minus the Targeted Overcollateralization Amount for such date, in the following order of priority: (1) first, to the Class A Notes until the Class Principal Balance has been reduced to zero; (2) second, to the Class M-1 Notes, until the Class Principal Balance of such Class has been reduced to zero; (3) third, to the Class M-2 Notes, until the Class Principal Balance of such Class has been reduced to zero; (4) fourth, to the Class B-1 Notes, until the Class Principal Balance of such Class has been reduced to zero; and (5) fifth, to the Class B-2 Notes, until the Class Principal Balance of such Class has been reduced to zero. (B) On each Payment Date on or after the Stepdown Date, to make any principal payments required to be made on such payment date pursuant to Section 3.05(d), after giving effect to the payment of the Principal Payment Amount for such date, in accordance with the priorities set forth therein but without regard to the limitation of such payments in the aggregate to the Principal Payment Amount; (ii) to the Class M-1 Notes, any Deferred Amount for such class; (iii) to the Class M-2 Notes, any Deferred Amount for such class; (iv) to the Class B-1 Notes, any Deferred Amount for such class; (v) to the Class B-2 Notes, any Deferred Amount for such class; (vi) to the Class A Notes, any applicable Basis Risk Shortfall for each class; (vii) to the Class M-2 Notes, any applicable Basis Risk Shortfall for such class; (viii) to the Class B-1 Notes, any applicable Basis Risk Shortfall for such class; (ix) to the Class B-2 Notes, any Available Funds Shortfall for such class; (x) to the Indenture Trustee, any Trustee Additional Expenses and any amounts owing to the Indenture Trustee pursuant to Section 6.07 and the Owner Trustee pursuant to Article VII of the Trust Agreement, in each case remaining unpaid; and (xi) to the Certificate Paying Agent, all remaining Remittance Amounts. (f) On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of reimbursing the Owner Trustee with respect to certain amounts and distributing such funds to the Class CE Certificateholder. (g) The amounts paid to Noteholders shall be paid to the Notes in accordance with the applicable percentage as specified therein, subject to Sections 3.01 and 11.12 hereofset forth in paragraph (h) below. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check mailed first-class postage prepaid to such Person’s Noteholder mailed to such Holder's address as it appears on in the Note Register the amount required to be distributed to such Holder on such Record Date, except that, unless Definitive Notes have been issued Payment Date pursuant to Section 2.11such Holder's Securities; provided, with respect however, that the Indenture Trustee shall not pay to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee Holders any amount required to be Cede & Co.), withheld from a payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on Holder by the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03Code. (bh) The principal of each Note shall be payable as provided in Section 8.02(d) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable in full on the manner Final Scheduled Payment Date for such Note as provided in Section 5.02the related form of Note set forth in Exhibits A-1, A-2 and A-3. All principal payments on each Class of the Notes shall be made pro rata to the Noteholders of entitled thereto in accordance with the Percentage Interests represented by such Class entitled theretoNotes. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Final Scheduled Payment Date on which the Issuer expects that the or other final installment of principal of and interest on such Note will be paidPayment Date. Such notice shall be mailed or transmitted by facsimile no later than five Business Days prior to such Final Scheduled Payment Date or other final Payment Date and shall specify that payment of the principal amount and any interest due with respect to such Note at the Final Scheduled Payment Date or other final installment Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreementpayment. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each The Class of A Notes shall accrue interest at as provided in the related Interest Rateform of the Class A Note set forth in Exhibit A-1 hereto, the Class B Notes shall accrue interest as provided in the form of the Class B Note set forth in Exhibit A-2 hereto and the Class C Notes shall accrue interest as provided in the form of the Class C Note set forth in Exhibit A-3 hereto, and such respective interest shall be due and payable on each Payment Distribution Date as specified therein, subject to Sections 3.01 and 11.12 hereof. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Distribution Date or on the related Stated Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which Maturity shall be payable paid as provided below. The funds represented by any such checks returned undelivered shall be held set forth in accordance with Section 3.035.09(a) of the Sale and Servicing Agreement. (b) The principal of each Note shall be payable in installments on each Distribution Date as provided in Section 8.02(d) hereofthe forms of the Class A Note, the Class B Note and the Class C Note, as set forth in Exhibits A-1, A-2 and A-3 hereto, respectively. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes Notes, and all accrued interest thereon (if any), shall be become due and payable, if not previously paid, on upon the related Final Payment Date or acceleration thereof after the date on which occurrence of an Indenture Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable in the manner provided in Section 5.025.2. All principal payments on each Class class of Notes shall be made pro rata to as provided in Section 5.2 and in Section 5.09(a) of the Noteholders of such Class entitled theretoSale and Servicing Agreement, as applicable. The Upon written notice from the Issuer, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Distribution Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement10.2. (c) If the Issuer defaults in a payment of interest on the Notesany class of Notes entitled thereto, the Issuer shall pay defaulted interest (plus interest on such defaulted interest shall itself bear interest (to the extent lawful) at the applicable Interest Class A Note Rate, Class B Note Rate in any lawful manneror Class C Note Rate, as applicable. The Issuer may pay such Such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date (and such interest thereon) shall be at least 5 Business Days prior paid on subsequent Distribution Dates pursuant to Section 5.09 of the next payment date. The Issuer shall fix Sale and Servicing Agreement, or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paidas otherwise set forth below.

Payment of Principal and Interest; Defaulted Interest. (a) Each The A-1 Notes, A-2a Notes, A-2b Notes, A-3 Notes, A-4 Notes and Class of B Notes shall accrue interest at the related Interest A-1 Note Rate, the A-2a Note Rate, the A-2b Note Rate, the A-3 Note Rate, the A-4 Note Rate and the Class B Note Rate, respectively, and such interest shall be due and payable on each Payment Date as specified thereinDate, subject to Sections 3.01 and 11.12 hereofSection 3.1. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class class, postage prepaid prepaid, to such Person’s address as it appears on the Note Register on such Record Date, except that. However, unless Definitive Notes have been issued pursuant to Section 2.11issued, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for nominee. Notwithstanding the above, the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.0110.1(a), which ) shall be payable as provided belowin clause (b)(ii). The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.033.3. (bi) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 8.02(d) hereofthis Indenture, and except as provided below each such installment shall be due and payable only to the extent that there are funds available to make the payment in accordance with the Basic Documents. Notwithstanding the foregoing, : (A) the entire unpaid principal amount Outstanding Amount of each Class of Notes shall be due and payable on the related Class Final Scheduled Maturity Date, and (B) the entire Outstanding Amount of all Classes of Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the any date on which an Event of Default shall have occurred and be continuing, continuing if the Indenture Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.025.2, and such Notes shall be paid in accordance with, and in the priority and sequence set forth in, Section 8.2(e). All principal payments on each Class of the A-1 Notes shall be made pro rata to the Noteholders of such the A-1 Notes. All principal payments on the A-2 Notes shall be made pro rata to the Noteholders of the A-2 Notes. All principal payments on the A-3 Notes shall be made pro rata to the Noteholders of the A-3 Notes. All principal payments on the A-4 Notes shall be made pro rata to the Noteholders of the A-4 Notes. All principal payments on the Class entitled thereto. B Notes shall be made pro rata to the Noteholders of the Class B Notes. (ii) The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Date on which the Issuer Issuing Entity expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile no later than five Business Days prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement10.2. (c) If the Issuer Issuing Entity defaults in a payment of interest on the Notes, the Issuer Issuing Entity shall pay pay, in any lawful manner, defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate interest rate from the Payment Date for which such payment is in any lawful mannerdefault. The Issuer Issuing Entity may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five Business Days prior to the next special payment date. The Issuer Issuing Entity shall fix or cause to be fixed any such special record date and related special payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the special payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest as provided in this Indenture at the related Interest Rateinterest rate for such Class, and such interest shall be due and payable on each Payment Date as specified thereinherein, subject to Sections 3.01 and 11.12 hereofSection 3.01. Interest accrued on any Note but not paid on any Payment Date will be due on the immediately succeeding Payment Date, together with, to the extent permitted by applicable law, interest on such shortfall at the related interest rate. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date Date, by check mailed first-class class, postage prepaid to such Person’s 's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Maturity Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.0112.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable as on each Payment Date to the extent provided in Section 8.02(d) hereofthis Indenture and in the form of the related Note set forth as an Exhibit hereto. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes of a Class of Notes shall be due and payable, if not previously paid, on the related earlier of: (i) the Final Payment Maturity Date or of such Class; (ii) the date on which Redemption Date; (iii) if an Event of Default shall have occurred and be continuing, if so long as an Insurer Default shall not have occurred and be continuing, the Indenture Trustee or Holders of date on which the Notes representing not less than a majority of the Outstanding Amount Insurer shall have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class ; or (iv) if an Event of Notes Default shall have occurred and be made pro rata to continuing and an Insurer Default shall have occurred and be continuing, the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days preceding the Payment Date date on which the Issuer expects that Noteholders representing not less than 66 2/3% of the final installment of principal of Note Balances shall have declared the Notes to be immediately due and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify in the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as manner provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement5. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class On each Payment Date from amounts on deposit in the Payment Account after making (x) any deposit to the Funding Account pursuant to Section 8.02(b) and (y) any deposits to the Payment Account pursuant to Section 8.02(c)(ii) and Section 8.02(c)(i)(2), the Indenture Trustee shall pay to the Noteholders, the Certificate Paying Agent, on behalf of Notes shall accrue the Certificateholders, and to other Persons the amounts to which they are entitled as set forth below: (i) to the Noteholders the sum of (a) one month's interest at the Note Interest Rate on the Security Balances of Notes immediately prior to such Payment Date and (b) any previously accrued and unpaid interest for prior Payment Dates; (ii) if such Payment Date is after the Funding Period, to the Noteholders, as principal on the Notes, the applicable Security Percentage of the Principal Collection Distribution Amount and if such Payment Date is the first Payment Date following the end of the Funding Period (if ending due to an Amortization Event) or the Payment Date on which the Funding Period ends, to the Noteholders as principal on the Notes the applicable Security Percentage of the amount deposited from the Funding Account in respect of Security Principal Collections; (iii) to the Noteholders, as principal on the Notes, from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Liquidation Loss Amounts for the related Collection Period; (iv) to the Noteholders, as principal on the Notes, from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Carryover Loss Amounts; (v) to the Credit Enhancer, in the amount of the premium for the Credit Enhancement Instrument and for any Additional Credit Enhancement Instrument; (vi) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument and on any Additional Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement); (vii) to the Noteholders, as principal on the Notes based on the Security Balances from Security Interest RateCollections, up to the Special Capital Distribution Amount for such Payment Date; (viii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; (ix) [Reserved]; (x) to reimburse the Administrator for expenditures made on behalf of the Issuing Entity with respect to the performance of its duties under the Indenture; and (xi) any remaining amount, to the Certificate Paying Agent, on behalf of the Certificates. provided, however, in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing then the priorities of distributions described above will be adjusted such that payments of the Certificate Distribution Amount and all other amounts to be paid to the Certificate Paying Agent will not be paid until the full amount of interest and principal in accordance with clauses (i), (x) and (ii) through (iv) above that are due on the Notes on such Payment Date have been paid and provided, further, that on the Final Scheduled Payment Date or other final Payment Date, the amount to be paid pursuant to clause (ii) above shall be due and payable on equal to the Security Balances of the Securities immediately prior to such Payment Date. On each Payment Date Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholders. The amounts paid to Noteholders shall be paid to each Class in accordance with the Class Percentage as specified therein, subject set forth in paragraph (b) below. Interest will accrue on the Notes during an Interest Period on the basis of the actual number of days in such Interest Period and a year assumed to Sections 3.01 and 11.12 hereofconsist of 360 days. [Any installment of interest or principal, if any, payable on any Note or Certificate that is punctually paid or duly provided for by the Issuer Issuing Entity on the applicable Payment Date shall shall, if such Holder holds Notes or Certificates of an aggregate initial Principal Balance of at least $1,000,000, be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check mailed first-class postage prepaid to such Person’s Noteholder mailed to such Holder's address as it appears on in the Note Register the amount required to be distributed to such Holder on such Record Date, except that, unless Definitive Notes have been issued Payment Date pursuant to Section 2.11such Holder's Securities; provided, with respect however, that the Indenture Trustee shall not pay to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee Holders any amount required to be Cede & Co.), withheld from a payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on Holder by the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03Code.] (b) The principal of each Note shall be payable as provided in Section 8.02(d) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable in full on the manner Final Scheduled Payment Date for such Note as provided in Section 5.02. the form of Note set forth in Exhibit A. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled theretothereto in accordance with the Percentage Interests represented by such Notes. The Upon notice to the Indenture Trustee by the Issuing Entity, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Final Scheduled Payment Date on which the Issuer expects that the or other final installment of principal of and interest on such Note will be paidPayment Date. Such notice shall be mailed or transmitted by facsimile no later than five Business Days prior to such Final Scheduled Payment Date or other final Payment Date and shall specify that payment of the principal amount and any interest due with respect to such Note at the Final Scheduled Payment Date or other final installment Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreementpayment. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest during each Interest Accrual Period at the related Interest Rate, and such interest shall be due and payable on each Payment Distribution Date as specified thereinin such Notes, subject to Sections Section 3.01 and 11.12 hereofthe priority of payments set forth in Section 8.02(c). Interest accrued on any Note but not paid on any Distribution Date will be due on the immediately succeeding Distribution Date, together with, to the extent permitted by applicable law, interest on such shortfall at the related Interest Rate. Interest on the Notes shall be calculated on the basis of a 360-day year of twelve 30-day months, except for the Class A-1 Notes, which shall be calculated on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date Date, by check mailed first-class class, postage prepaid to such Person’s 's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Distribution Date, a Redemption Date or on the related Final Scheduled Payment Distribution Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable as on each Distribution Date to the extent provided in Section 8.02(d) hereofthe form of the related Note set forth as an Exhibit hereto. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes of a Class of Notes shall be due and payable, if not previously paid, on the related earlier of: (i) the Note Final Payment Scheduled Distribution Date or of such Class; (ii) the date on which Redemption Date; (iii) if an Event of Default shall have occurred and be continuing, if so long as an Insurer Default shall not have occurred and be continuing, the Indenture Trustee or Holders of date on which the Notes representing not less than a majority of the Outstanding Amount Insurer shall have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class ; or (iv) if an Event of Notes Default shall have occurred and be made pro rata to continuing and if an Insurer Default has occurred and is continuing, the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days preceding the Payment Date date on which Holders representing not less than 66 2/3% of the Issuer expects that Outstanding Amount of the final installment of principal of Notes, acting together as a single Class, have declared the Notes to be immediately due and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify in the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as manner provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement5. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest at the related Interest Rate, and such interest shall be due and payable on each Payment Distribution Date as specified therein, subject to Sections 3.01 and 11.12 hereofSection 3.01. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date Date, by check mailed first-class class, postage prepaid to such Person’s 's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency Depository (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Distribution Date, a Redemption Date or on the related Final Scheduled Payment Distribution Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.0110.01(a)), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable as on each Distribution Date to the extent provided in Section 8.02(d) hereofthe form of the related Note set forth as an Exhibit hereto. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, so long as an Insurer Default shall not have occurred and be continuing or, if an Insurer Default shall have occurred and be continuing, on the Indenture date on which an Event of Default shall have occurred and be continuing and the Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement5. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each The Class of A Notes shall accrue interest at as provided in the related Interest Rateform of the Class A Note set forth in Exhibit A-1 hereto and the Class B Notes shall accrue interest as provided in the form of the Class B Note set forth in Exhibit A-2 hereto, and such respective interest shall be due and payable on each Payment Distribution Date as specified therein, subject to Sections 3.01 and 11.12 hereof. The Class C Notes shall not accrue interest. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Distribution Date or on the related Stated Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which Maturity shall be payable paid as provided below. The funds represented by any such checks returned undelivered shall be held set forth in accordance with Section 3.035.09(a) of the Sale and Servicing Agreement. (b) The principal of each Note shall be payable in installments on each Distribution Date as provided in Section 8.02(d) hereofthe forms of the Class A Note, the Class B Note and the Class C Note, as set forth in Exhibits A-1, A-2 and A-3 hereto, respectively. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes Notes, and all accrued interest thereon (if any), shall be become due and payable, if not previously paid, on upon the related Final Payment Date or acceleration thereof after the date on which occurrence of an Indenture Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable in the manner provided in Section 5.025.2. All principal payments on each Class class of Notes shall be made pro rata to as provided in Section 5.2 and in Section 5.09(a) of the Noteholders of such Class entitled theretoSale and Servicing Agreement, as applicable. The Upon written notice from the Issuer, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Distribution Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement10.2. (c) If the Issuer defaults in a payment of interest on the Notesany class of Notes entitled thereto, the Issuer shall pay defaulted interest (plus interest on such defaulted interest shall itself bear interest (to the extent lawful) at the applicable Interest Class A Note Rate in any lawful manneror Class B Note Rate, as applicable. The Issuer may pay such Such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date (and such interest thereon) shall be at least 5 Business Days prior paid on subsequent Distribution Dates pursuant to Section 5.09 of the next payment date. The Issuer shall fix Sale and Servicing Agreement, or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paidas otherwise set forth below.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest at the related Interest Rate, and such interest shall be due and payable on each Payment Date as specified therein, subject to Sections 3.01 and 11.12 hereof. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class class, postage prepaid prepaid, to such Person’s address as it appears on the Note Register on such Record Date or by wire transfer of immediately available funds to a U.S. dollar account maintained by such Person; provided, that the wiring instructions have been received by the Indenture Trustee on or before the related Record Date, except that. However, unless Definitive Notes have been issued pursuant to Section 2.11issued, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for or, if a wire transfer cannot be effected, by a U.S. dollar check mailed to the Clearing Agency or its nominee. Notwithstanding the above, the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which 10.1) shall be payable as provided belowin clause (b)(ii). The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.036.17. (bi) The principal of each Note shall be payable as provided in installments on each Payment Date in accordance with, and in the amounts determined pursuant to, Section 8.02(d8.3. (ii) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes Outstanding Principal Balance shall be due and payable, if not previously paid, on the related Final Payment Date or payable on: (A) the date on which an Event of Default shall have occurred and be continuing, continuing if the Indenture Trustee or Holders of the Notes Noteholders representing not less than a majority of the Outstanding Amount Principal Balance of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All 5.2, and (B) if any Note remains Outstanding, the Maturity Date for such Note. (iii) Except as otherwise provided in Section 5.2, no part of the principal payments on each Class of Notes any Note shall be made pro rata paid prior to the Noteholders Payment Date on which such principal is due in accordance with the preceding provisions of such Class entitled thereto. this Section 2.7, except that the Issuer may redeem the Notes in their entirety in accordance with Section 10.1. (iv) The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the last day of the calendar month preceding the Payment Date on which the Issuer has notified the Indenture Trustee that it expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile no later than five (5) days prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (v) All reductions in the principal amount of a Note effected by payments of installments of principal made on any Payment Date shall be binding upon all holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefore or in lieu thereof, whether or not such payment is noted on such Note. Notices in connection with redemptions of All payments on the Notes shall be mailed made without any requirement of presentment but each holder of any Note shall be deemed to Noteholders as provided in Section 10.02. In additionagree, by its acceptance of the Administrator shall notify each Rating Agency upon same, to surrender such Note at the Corporate Trust Office against payment of the final payment installment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreementsuch Note. (ci) For each Payment Date, the interest due and payable with respect to the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes and Class C Notes will be the interest that has accrued on the respective Notes in the related Interest Accrual Period, at the applicable Interest Rate applied to the then Outstanding Principal Balances of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes and the Class C Notes, respectively, on the preceding Payment Date subject to Section 3.1. With respect to the Class A-1 Notes, the interest will be calculated on the basis of the actual number of days in the applicable Interest Accrual Period and a 360 day year. With respect to the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes, interest will be calculated on the basis of twelve (12) thirty (30) day months in the applicable Interest Accrual Period and a 360 day year. (ii) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay pay, in any lawful manner, defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate interest rate from the Payment Date for which such payment is in any lawful mannerdefault. The Issuer may shall pay such defaulted interest on a subsequent special payment date declared by the Issuer to the Persons who are Noteholders on a subsequent special record date, which special record date shall be at least 5 five (5) Business Days prior to the next special payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at At least 15 fifteen (15) days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the special payment date and the amount of defaulted interest to be paid. (d) All payments made with respect to any Note shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts and shall be applied first to the interest then due and payable on such Notes and then to the principal thereof.

Payment of Principal and Interest; Defaulted Interest. (a) Each The Class of A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes shall accrue interest at the related Interest Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate and the Class A-4 Rate, respectively, as set forth in Exhibit X-0, Xxxxxxx X-0, Exhibit A-3 and Exhibit A-4, respectively, and such interest shall be due and payable on each Payment Date as specified therein, subject to Sections 3.01 and 11.12 hereofSection 3.01. Any installment of interest or principal, if any, principal payable on any a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.112.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will shall be made by wire transfer in immediately available funds to the account designated by such nominee and except for nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be Stated Maturity Date (and except for including the Redemption Price for any Note called for redemption pursuant to Section 10.01), which ) shall be payable as provided in paragraph (b) below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 8.02(d) hereof3.01 hereof and the forms of the Notes set forth in Exhibit X-0, Xxxxxxx X-0, Exhibit A-3 and Exhibit A-4. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on the related Final Payment Date or the any date on which an Event of Default shall have occurred and be continuing, if by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of the Notes representing not less than a majority of the Outstanding Amount have declared of the Notes to be immediately due and payable in the manner provided in Section 5.02Notes. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such the related Class entitled thereto. The Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will to be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders manner on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paidPayment Date.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of The Notes shall accrue interest at as provided in the related Interest Rateforms of the Class A-1 Note, Class A-2 Note, Class A-3 Note and Class A-4 Note set forth in Exhibits D, E, F and G, respectively, and such interest shall be due and payable on each Payment Date as specified therein, subject to Sections 3.01 and 11.12 hereof. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date Date, by check mailed first-class class, postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.112.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.0110.01(a), ) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 8.02(d) hereofthe forms of the Class A-1 Note, Class A-2 Note, Class A-3 Note and Class A-4 Note set forth in Exhibits D, E, F and G, respectively. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Upon notice to the Indenture Trustee by the Issuing Entity, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Date on which the Issuer Issuing Entity expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile no later than five Business Days prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (c) If the Issuer Issuing Entity defaults in a payment of interest on the Notes, the Issuer Issuing Entity shall pay defaulted interest (plus interest on such defaulted interest at a rate per annum equal to the sum of (i) the applicable Note Interest Rate and (ii) 1.0%, to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer Issuing Entity may pay such defaulted interest and interest on such defaulted interest to the Persons persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five Business Days prior to the next payment date. The Issuer Issuing Entity shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 10 days before any such special record date, the Issuer Issuing Entity shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest and interest on such defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest at the related Interest Rate, and such interest shall be due and payable on each Payment Date as specified thereinDate, subject to Sections 3.01 and 11.12 hereofSection 3.01. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date Date, by check mailed first-class class, postage prepaid to such Person’s 's address as it appears on the Note Register on such Record Date; provided, except however, that, unless and until Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the applicable Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will shall be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03nominee. (b) The principal of each Note shall be payable as on each Payment Date to the extent provided in Section 8.02(d) hereofthe form of the related Note set forth as an Exhibit hereto. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if unless the Indenture Trustee or Required Holders have waived such Event of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable Default in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall shall, to the extent practicable, notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior within five Business Days of receipt of notice of termination of the Trust pursuant to such final Payment Date Section 9.01(c) of the Trust Agreement and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful mannerto the extent lawful. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date any Payment Date in the manner and to the extent provided in the Pooling and Servicing Agreement. (d) All payments to be made by the Issuer under this Indenture shall be at least 5 Business Days prior made only from the income and proceeds from the Collateral and only to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, extent that the Issuer shall mail have sufficient income or proceeds from the Collateral to each Noteholder a notice that states enable the special record dateIssuer to make payments in accordance with the terms hereof. The Indenture Trustee is not personally liable for any amounts payable under this Indenture, the payment date and the amount of defaulted interest to be paidexcept as expressly provided herein.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes Note shall accrue interest at the related Interest Rate, applicable Note Rate and such interest shall be due and payable on each Payment Date as specified thereinDistribution Date, subject to Sections 3.01 and 11.12 Section 3.1 hereof. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name manner set forth in Section 5.01(c) of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee Sale and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03Servicing Agreement. (b) The principal of each Note shall be payable in installments on each Distribution Date as provided in Section 8.02(d) hereof. the form of the Notes set forth in Exhibit A. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related earliest of (i) the Final Payment Distribution Date, (ii) the Redemption Date or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee Trustee, the Insurer or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.025.2 hereof. All principal payments on each Class of the Notes shall be made pro rata to in the Noteholders of such Class entitled theretomanner set forth in the Sale and Servicing Agreement. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Final Distribution Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination 8.01 of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Sale and Servicing Agreement. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest at the related Interest Rate, and such interest shall be due and payable on each Payment Distribution Date as specified therein, subject to Sections 3.01 and 11.12 hereofSection 3.01. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date Date, by check mailed first-class class, postage prepaid to such Person’s 's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency Depository (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Distribution Date, a Redemption Date or on the related Final Scheduled Payment Distribution Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.0110.01(a)), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable as on each Distribution Date to the extent provided in Section 8.02(d) hereofthe form of the related Note set forth as an Exhibit hereto. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, so long as an Insurer Default shall not have occurred and be continuing or, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Amount an Insurer Default shall have declared the Notes to occurred and be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In additioncontinuing, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.on

Payment of Principal and Interest; Defaulted Interest. (a) Each Class On each Payment Date from amounts on deposit in the Payment Account after making (x) any deposit to the Funding Account pursuant to Section 8.02(b) and (y) any deposits to the Payment Account pursuant to Section 8.02(c)(ii) and Section 8.02(c)(i)(2), the Indenture Trustee shall pay to the Noteholders, the Certificate Paying Agent, on behalf of Notes shall accrue the Certificateholders, and to other Persons the amounts to which they are entitled as set forth below: (i) To the Noteholders the sum of (a) one month's interest at the Note Interest Rate on the Security Balances of Notes immediately prior to such Payment Date and (b) any previously accrued and unpaid interest for prior Payment Dates; (ii) if such Payment Date is after the Funding Period, to the Noteholders, as principal on the Notes, the applicable Security Percentage of the Principal Collection Distribution Amount and if such Payment Date is the first Payment Date following the end of the Funding Period (if ending due to an Amortization Event) or the Payment Date on which the Funding Period ends, to the Noteholders as principal on the Notes the applicable Security Percentage of the amount deposited from the Funding Account in respect of Security Principal Collections; (iii) to the Noteholders, as principal on the Notes, from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Liquidation Loss Amounts for the related Collection Period; (iv) to the Noteholders, as principal on the Notes, from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Carryover Loss Amounts; (v) to the Credit Enhancer, in the amount of the premium for the Credit Enhancement Instrument and for any Additional Credit Enhancement Instrument; (vi) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument and on any Additional Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement); (vii) to the Noteholders, as principal on the Notes based on the Security Balances from Security Interest RateCollections, up to the Special Capital Distribution Amount for such Payment Date; (viii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; (ix) [Reserved]; (x) to reimburse the Administrator for expenditures made on behalf of the Issuer with respect to the performance of its duties under the Indenture; and (xi) any remaining amount, to the Certificate Paying Agent, on behalf of the Certificates. PROVIDED, HOWEVER, in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing then the priorities of distributions described above will be adjusted such that payments of the Certificate Distribution Amount and all other amounts to be paid to the Certificate Paying Agent will not be paid until the full amount of interest and principal in accordance with clauses (i), (x) and (ii) through (iv) above that are due on the Notes on such Payment Date have been paid and PROVIDED, FURTHER, that on the Final Scheduled Payment Date or other final Payment Date, the amount to be paid pursuant to clause (ii) above shall be due and payable on equal to the Security Balances of the Securities immediately prior to such Payment Date. On each Payment Date Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholders. The amounts paid to Noteholders shall be paid to each Class in accordance with the Class Percentage as specified therein, subject set forth in paragraph (b) below. Interest will accrue on the Notes during an Interest Period on the basis of the actual number of days in such Interest Period and a year assumed to Sections 3.01 and 11.12 hereofconsist of 360 days. [Any installment of interest or principal, if any, payable on any Note or Certificate that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall shall, if such Holder holds Notes or Certificates of an aggregate initial Principal Balance of at least $1,000,000, be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check mailed first-class postage prepaid to such Person’s Noteholder mailed to such Holder's address as it appears on in the Note Register the amount required to be distributed to such Holder on such Record Date, except that, unless Definitive Notes have been issued Payment Date pursuant to Section 2.11such Holder's Securities; PROVIDED, with respect HOWEVER, that the Indenture Trustee shall not pay to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee Holders any amount required to be Cede & Co.), withheld from a payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on Holder by the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03Code.] (b) The principal of each Note shall be payable as provided in Section 8.02(d) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable in full on the manner Final Scheduled Payment Date for such Note as provided in Section 5.02. the form of Note set forth in Exhibit A. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled theretothereto in accordance with the Percentage Interests represented by such Notes. The Upon notice to the Indenture Trustee by the Issuer, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Final Scheduled Payment Date on which the Issuer expects that the or other final installment of principal of and interest on such Note will be paidPayment Date. Such notice shall be mailed or transmitted by facsimile no later than five Business Days prior to such Final Scheduled Payment Date or other final Payment Date and shall specify that payment of the principal amount and any interest due with respect to such Note at the Final Scheduled Payment Date or other final installment Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreementpayment. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest at the related Interest Rate, and such interest shall be due and payable on each Payment Date as specified therein, subject to Sections 3.01 and 11.12 hereof. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid wire transfer in immediately available funds to the account designated by such Person’s address as it appears on the Note Register on Person (and if such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes are registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01nominee), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable as provided in Section 8.02(d) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Scheduled Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes Noteholders representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 five (5) Business Days preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment; provided, however, if a Definitive Note is held by the Sponsor or any of its Affiliates, then the final installment of principal of and interest on such Note may be paid prior to the surrender of the Note. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five (5) Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 fifteen (15) days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of The Notes shall accrue interest at as provided in the related Interest Rate, form of Note set forth in the Series Supplement and such interest shall be due and payable on each Payment Distribution Date as specified therein, subject to Sections 3.01 and 11.12 hereof. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid paid, as provided in the Series Supplement, or if not so provided to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date Date, by check mailed first-class class, postage prepaid prepaid, to such Person’s 's address as it appears on the Note Register on such Record Date, except that, if the Notes are Book Entry Notes, unless Definitive Notes have been issued pursuant to Section 2.112.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Distribution Date or on the related Final Scheduled Payment Date, Distribution Date as set forth in the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), Series Supplement which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.033.3. (b) The principal of each Note shall be payable in installments on each Distribution Date as provided in Section 8.02(d) hereofthe form of Note set forth in the Series Supplement. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Amount have are declared the Notes to be immediately due and payable in the manner provided in Section 5.02the Series Supplement. All principal payments Upon written notice from the Master Servicer on each Class behalf of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Issuer, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall may be mailed or transmitted by facsimile prior to such final Payment Distribution Date and shall may specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Note Rate to the extent lawful. Unless otherwise provided in any lawful manner. The the Series Supplement, the Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each The Class of A Notes shall accrue interest at as provided in the related Interest Rate, form of the Class A Note set forth in Exhibit A hereto and such interest shall be due and payable on each Payment Distribution Date as specified therein, subject to Sections 3.01 and 11.12 hereof. Any installment of interest or principal, if any, payable on any Class A Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Distribution Date or on the related Stated Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which Maturity shall be payable paid as provided below. The funds represented by any such checks returned undelivered shall be held set forth in accordance with Section 3.035.09(a) of the Sale and Servicing Agreement. (b) The principal of each Class A Note shall be payable in installments on each Distribution Date as provided in Section 8.02(d) hereofthe form of the Class A Note set forth in Exhibit A hereto. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes Class A Notes, and all accrued interest thereon, shall be become due and payable, if not previously paid, on upon the related Final Payment Date or acceleration thereof after the date on which occurrence of an Indenture Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable in the manner provided in Section 5.025.2. All principal payments on each the Class of A Notes shall be made pro rata to as provided in Section 5.2 and in Section 5.09(a) of the Noteholders of such Class entitled theretoSale and Servicing Agreement, as applicable. The Upon written notice from the Issuer, the Indenture Trustee shall notify the Person in whose name a Class A Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Class A Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Distribution Date and shall specify that such final installment will be payable only upon presentation and surrender of such Class A Note and shall specify the place where such Class A Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Class A Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement10.2. (c) If the Issuer defaults in a payment of interest on the Class A Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest shall itself bear interest (to the extent lawful) at the applicable Interest Rate in any lawful mannerClass A Note Rate. The Issuer may pay such Such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date (and such interest thereon) shall be at least 5 Business Days prior paid on subsequent Distribution Dates pursuant to Section 5.09 of the next payment date. The Issuer shall fix Sale and Servicing Agreement, or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paidas otherwise set forth below.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest during each Interest Accrual Period at the related Interest Rate, and such interest shall be due and payable on each Payment Distribution Date as specified thereinin such Notes, subject to Sections Section 3.01 and 11.12 hereofthe priority of payments set forth in Section 8.02(c). Interest accrued on any Note but not paid on any Distribution Date will be due on the immediately succeeding Distribution Date, together with, to the extent permitted by applicable law, interest on such shortfall at the related Interest Rate. Interest on the Notes shall be calculated on the basis of a 360-day year of twelve 30-day months, except for the Class A-1 Notes, which shall be calculated on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date Date, by check mailed first-class class, postage prepaid to such Person’s 's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Distribution Date, a Redemption Date or on the related Final Scheduled Payment Distribution Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable as on each Distribution Date to the extent provided in Section 8.02(d) hereofthe form of the related Note set forth as an Exhibit hereto. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes of a Class of Notes shall be due and payable, if not previously paid, on the related earlier of: (i) the Note Final Payment Scheduled Distribution Date or of such Class; (ii) the date on which Redemption Date; (iii) if an Event of Default shall have occurred and be continuing, if so long as an Insurer Default shall not have occurred and be continuing, the Indenture Trustee or Holders of date on which the Notes representing not less than a majority of the Outstanding Amount Insurer shall have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class ; or (iv) if an Event of Notes Default shall have occurred and be made pro rata to continuing and if an Insurer Default has occurred and is continuing, the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days preceding the Payment Date date on which Holders representing not less than 66-2/3% of the Issuer expects that Outstanding Amount of the final installment of principal of Notes, acting together as a single Class, have declared the Notes to be immediately due and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify in the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as manner provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement5. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each The Class of A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class B Notes and the Class C Notes shall accrue interest at during the related Interest Accrual Period at the Class A-1 Interest Rate, the Class A-2a Interest Rate, the Class A-2b Interest Rate, the Class A-3 Interest Rate, the Class B Interest Rate and the Class C Interest Rate, respectively, and such interest shall be due and payable on each Payment Date in accordance with the priorities set forth in Section 8.02(c) and (d), as specified thereinapplicable, subject to Sections 3.01 Section 3.01. The Class D Notes and 11.12 hereofthe Class E Notes will not bear an Interest Rate, and will not accrue interest during any Interest Accrual Period, and therefore, no interest will be payable with respect to such Notes. Interest on the Class A-2 Notes, the Class A-3 Notes, the Class B Notes and the Class C Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Class A-1 Notes and the Class A-2b Notes will be calculated on the basis of the actual number of days in the related Interest Accrual Period and a 360-day year. The Issuing Entity will pay interest on each applicable Class of Notes at the related Interest Rate on each Payment Date on the principal amount of the related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. Any installment of interest or principal, if any, principal payable on any a Note that is punctually paid or duly provided for by the Issuer Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid or wire transfer to such Person’s address or designated account as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.112.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.)) or WOAR or any of its Affiliates, payment will be made by wire transfer in immediately available funds to the account designated by such person or nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related applicable Final Scheduled Payment Date, as the case may be Date for such Class (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), ) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.02 that the Notes have become immediately due and payable, the Outstanding Amount of each Note Class of Notes shall be payable as provided in full on the Final Scheduled Payment Date for such Class and, to the extent of funds available therefor, in installments on the Payment Dates (if any) preceding the Final Scheduled Payment Date for such Class, in the amounts and in accordance with the priorities set forth in Section 8.02(d8.02(c), subject to Section 3.01. (c) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than at least a majority of the Outstanding Amount of the Controlling Securities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All In such case, principal payments on each Class of Notes shall be made pro rata to paid in accordance with the Noteholders of such Class entitled theretopriorities set forth in Section 8.02(d). The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Date on which the Issuer Issuing Entity expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (cd) If the Issuer Issuing Entity defaults in a payment of interest on the Notes, the Issuer Issuing Entity shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer Issuing Entity may pay such defaulted interest to the Persons persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five Business Days prior to the next payment date. The Issuer Issuing Entity shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer Issuing Entity shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest at the related Interest Rate, and such interest shall be due and payable on each Payment Date as specified therein, subject to Sections 3.01 and 11.12 hereof. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid wire transfer in immediately available funds to the account designated by such Person’s address as it appears on the Note Register on Person (and if such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes are registered on the Record Date in the name of the nominee nominee) of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03nominee. (b) The principal of each Note shall be payable as provided in Section 8.02(d) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Scheduled Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes Noteholders representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 five (5) Business Days preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment; provided, however, if a Definitive Note is held by the Sponsor or any of its Affiliates, then the final installment of principal of and interest on such Note may be paid prior to the surrender of the Note. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five (5) Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 fifteen (15) days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of The Notes shall accrue interest during the related Interest Accrual Period at the related Interest Rate, and such interest shall be due and payable on each Payment Date as specified therein, subject in accordance with the priorities set forth in Section 8.6. Interest on the Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. (b) The Issuer will pay interest on the Notes at the Interest Rate on each Payment Date on the principal amount of the Notes outstanding on the preceding Payment Date (after giving effect to Sections 3.01 and 11.12 hereofall payments of principal made on the preceding Payment Date). Any installment of interest or principal, if any, principal payable on any a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such person or nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related applicable Final Scheduled Payment Date, as the case may be Date (and except for the Redemption Price or Change of Control Redemption Price, as applicable, for any Note called for redemption pursuant to Section 10.01), 10.1) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held . (c) Prior to the occurrence of an Event of Default and a declaration in accordance with Section 3.035.2 that the Notes have become immediately due and payable, the Outstanding Amount of the Notes shall be payable in full on the Final Scheduled Payment Date and, to the extent of funds available therefor, in installments on the Payment Dates (if any) preceding the Final Scheduled Payment Date, in the amounts and in accordance with the priorities set forth in Section 8.6(ii). (bd) The principal of each Note shall be payable as provided in Section 8.02(d) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if and either (i) the Indenture Trustee or Holders (at the direction of the Notes representing not less than a majority of Majority Noteholders) or the Outstanding Amount Majority Noteholders have declared the Notes to be immediately due and payable in the manner provided in Section 5.025.2 or (ii) such Event of Default arises as a result of an event set forth in Section 5.1(a)(iv) or (v). All In such case, principal payments on each Class of Notes shall be made pro rata to paid in accordance with the Noteholders of such Class entitled theretopriorities set forth in Section 8.6(ii). The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement10.2. (ce) If the Issuer defaults in a payment of interest on the Notesany Note, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate plus an additional rate of 2.00% per annum default rate to the Interest Rate, in any lawful manner. Such default interest will be due and payable on the immediately succeeding Payment Date. (f) If, as of the Notification Date, (x) either Sustainability Linked Performance Target has not been satisfied or (y) the External Verifier has not confirmed satisfaction of each Sustainability Linked Performance Target, the Interest Rate shall be increased once by 25 basis points for each Sustainability Linked Performance Target that has not been satisfied or confirmed by the External Verifier (the “Subsequent Rate of Interest”). The Subsequent Rate of Interest will apply from and including the Interest Rate Step Up Trigger Date up to, and including, the maturity date of the Notes. The Indenture Trustee may conclusively rely on the Officer’s Certificate delivered by the Issuer may pay such defaulted interest with respect to the Persons who are Noteholders on a subsequent special record date, which date Satisfaction Notification and shall be at least 5 Business Days prior have no duty to monitor or confirm the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount Issuer’s satisfaction of defaulted interest to be paideither Sustainability Linked Performance Target.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest at the related Interest Rate, and such interest shall be due and payable on each Payment Date as specified therein, subject to Sections 3.01 and 11.12 hereof. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class class, postage prepaid prepaid, to such Person’s address as it appears on the Note Register on such Record Date or by wire transfer in immediately available funds to a U.S. dollar account maintained by such Person; provided, that wiring instructions have been received by the Indenture Trustee on or before the related Record Date, except that. However, unless Definitive Notes have been issued pursuant to Section 2.11issued, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for or, if a wire transfer cannot be effected, by a U.S. dollar check mailed to the Clearing Agency or its nominee. Notwithstanding the above, the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which 10.1) shall be payable as provided belowin clause (b)(ii). The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.036.17. (bi) The principal of each Note shall be payable as provided in installments on each Payment Date in accordance with, and in the amounts determined pursuant to, Section 8.02(d8.3. (ii) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes Outstanding Principal Balance shall be due and payable, if not previously paid, on the related Final Payment Date or payable on: (A) the date on which an Event of Default shall have occurred and be continuing, continuing if the Indenture Trustee or Holders of the Notes Noteholders representing not less than a majority of the Outstanding Amount Principal Balance of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All 5.2, and (B) if any Note remains Outstanding, the Maturity Date for such Note. (iii) Except as otherwise provided in Section 5.2, no part of the principal payments on each Class of Notes any Note shall be made pro rata paid prior to the Noteholders Payment Date on which such principal is due in accordance with the preceding provisions of such Class entitled thereto. this Section 2.7, except that the Issuer may redeem the Notes in their entirety in accordance with Section 10.1. (iv) The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the last day of the calendar month preceding the Payment Date on which the Issuer has notified the Indenture Trustee that it expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile no later than five days prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (v) All reductions in the principal amount of a Note effected by payments of installments of principal made on any Payment Date shall be binding upon all holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefore or in lieu thereof, whether or not such payment is noted on such Note. Notices in connection with redemptions of All payments on the Notes shall be mailed made without any requirement of presentment but each holder of any Note shall be deemed to Noteholders as provided in Section 10.02. In additionagree, by its acceptance of the Administrator shall notify each Rating Agency upon same, to surrender such Note at the Corporate Trust Office against payment of the final payment installment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreementsuch Note. (ci) For each Payment Date, the interest due and payable with respect to the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes and Class C Notes will be the interest that has accrued on the respective Notes in the related Interest Accrual Period, at the applicable Interest Rate applied to the then Outstanding Principal Balances of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes and the Class C Notes, respectively, on the preceding Payment Date subject to Section 3.1. With respect to the Class A-1 Notes, the interest will be calculated on the basis of the actual number of days in the applicable Interest Accrual Period and a 360-day year. With respect to the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and Class C Notes, the interest will be calculated on the basis of twelve (12) 30-day months in the applicable Interest Accrual Period and a 360-day year. (ii) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay pay, in any lawful manner, defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate interest rate from the Payment Date for which such payment is in any lawful mannerdefault. The Issuer may shall pay such defaulted interest on a subsequent special payment date declared by the Issuer to the Persons who are Noteholders on a subsequent special record date, which special record date shall be at least 5 five (5) Business Days prior to the next special payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at At least 15 fifteen (15) days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the special payment date and the amount of defaulted interest to be paid. (d) All payments made with respect to any Note shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts and shall be applied first to the interest then due and payable on such Notes and then to the principal thereof.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes A Note shall accrue interest at the related Interest Rate, Class A Note Rate and such interest shall be due and payable on each Payment Date as specified thereinin Exhibit A hereto, subject to Sections 3.01 and 11.12 Section 3.1 hereof. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name manner set forth in Section 5.01(c) of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee Sale and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03Servicing Agreement. (b) The principal of each Class A Note shall be payable in installments on each Payment Date as provided in Section 8.02(d) hereofthe forms of the Notes set forth in Exhibit A hereto. Notwithstanding the foregoing, the entire unpaid principal amount of the Class A Notes shall be due and payable, if not previously paid, on the related earliest of (i) the Final Payment Date, (ii) the Redemption Date or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee Trustee, the Insurer or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.025.2 hereof. All principal payments on each Class of the Notes shall be made pro rata to in the Noteholders of such Class entitled theretomanner set forth in the Sale and Servicing Agreement. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination 8.01 of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Sale and Servicing Agreement. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each The A-1 Notes, A-2 Notes, A-3 Notes, A-4 Notes and Class of B Notes shall accrue interest at the related Interest A-1 Note Rate, the A-2 Note Rate, the A-3 Note Rate, the A-4 Note Rate and the Class B Note Rate, respectively, and such interest shall be due and payable on each Payment Date as specified thereinDate, subject to Sections 3.01 and 11.12 hereofSection 3.1. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class class, postage prepaid prepaid, to such Person’s address as it appears on the Note Register on such Record Date, except that. However, unless Definitive Notes have been issued pursuant to Section 2.11issued, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for nominee. Notwithstanding the above, the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.0110.1(a), which ) shall be payable as provided belowin clause (b)(ii). The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.033.3. (bi) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 8.02(d) hereofthis Indenture, and except as provided below each such installment shall be due and payable only to the extent that there are funds available to make the payment in accordance with the Basic Documents. Notwithstanding the foregoing, : (A) the entire unpaid principal amount Outstanding Amount of each Class of Notes shall be due and payable on the related Class Final Scheduled Maturity Date, and (B) the entire Outstanding Amount of all Classes of Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the any date on which an Event of Default shall have occurred and be continuing, continuing if the Indenture Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.025.2, and such Notes shall be paid in accordance with, and in the priority and sequence set forth in, Section 8.2(e). All principal payments on each Class of the A-1 Notes shall be made pro rata to the Noteholders of such the A-1 Notes. All principal payments on the A-2 Notes shall be made pro rata to the Noteholders of the A-2 Notes. All principal payments on the A-3 Notes shall be made pro rata to the Noteholders of the A-3 Notes. All principal payments on the A-4 Notes shall be made pro rata to the Noteholders of the A-4 Notes. All principal payments on the Class entitled thereto. B Notes shall be made pro rata to the Noteholders of the Class B Notes. (ii) The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Date on which the Issuer Issuing Entity expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile no later than five Business Days prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement10.2. (c) If the Issuer Issuing Entity defaults in a payment of interest on the Notes, the Issuer Issuing Entity shall pay pay, in any lawful manner, defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate interest rate from the Payment Date for which such payment is in any lawful mannerdefault. The Issuer Issuing Entity may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five Business Days prior to the next special payment date. The Issuer Issuing Entity shall fix or cause to be fixed any such special record date and related special payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the special payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Interest Bearing Notes shall accrue interest on its Outstanding Amount at the related its Note Rate before and after maturity. Interest Rate, and such interest shall be due and payable on each Payment Date as specified thereinin Section 8.03 or 5.05, subject to Sections 3.01 and 11.12 hereofSection 3.01. Any installment of interest or principal, if any, payable on any an Interest Bearing Note or installment of principal payable on a Principal Amount Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person person in whose name such the Note (or one or more Predecessor Notesits predecessor Note) is registered on the Record Date by wire transfer of immediately available funds to the account designated by the Holder at a bank or other entity having appropriate facilities, if the Holder has so notified the Indenture Trustee in writing at least five Business Days before the Record Date and is either the Depository or owner of record of Notes having an aggregate principal or notional amount of at least $1,000,000, and otherwise by check mailed first-class postage prepaid to such Person’s the Holder's address as it appears on the Note Register on such the Record Date, except thator by any other means the Noteholder and the Indenture Trustee agree to, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such on a Principal Amount Note on a Payment Date, a Redemption redemption date, or the Scheduled Maturity Date or on the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price redemption price for any Note Class of Principal Amount Notes called for redemption pursuant to Section 10.01), ) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Principal Amount Note shall be payable as provided in Section 8.02(d) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Scheduled Maturity Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable in the manner provided specified in Section 5.028.03. All principal payments on each Class of Principal Amount Notes shall be made pro rata to the Noteholders of such Class entitled theretothat Class. The Indenture Trustee shall notify the Person send a notice to each person in whose name a Principal Amount Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paidScheduled Maturity Date. Such The notice shall be mailed sent by first-class mail, postage prepaid, or transmitted by facsimile prior (promptly confirmed by mail) not later than ten days before the Scheduled Maturity Date to such final Payment each Holder of Principal Amount Notes as of the close of business on the Record Date preceding the Scheduled Maturity Date, at the Holder's address or facsimile number appearing in the Note Register, and shall specify that such final installment the principal of the Note will be payable only upon on presentation and surrender of such the Note and shall specify the place where such the Note may be presented and surrendered for payment of such installmentpayment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (c) If the Issuer defaults in a payment of interest on the a Class of Interest Bearing Notes, the Issuer shall pay defaulted interest (plus interest on such the defaulted interest to the extent lawful) at the applicable Interest Note Rate in any lawful manner. The Issuer may pay such the defaulted interest to the Persons persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five Business Days prior to before the next payment date. The Issuer shall fix or cause to be fixed any such the special record date and related payment date, and, at least 15 days before any such the special record date, the Issuer shall mail to each Noteholder affected Holder a notice that states the special record date, the payment date date, and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each The Class of A-1 Notes and the Class A-2 Notes shall accrue interest at the related Class A-1 Interest Rate and the Class A-2 Interest Rate, respectively, as set forth in Exhibit A-1 and Exhibit A-2, respectively, and such interest shall be due and payable on each Payment Distribution Date as specified therein, subject to Sections 3.01 and 11.12 hereofSection 3.01. Any installment of interest or principal, if any, principal payable on any a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-first- class postage prepaid to such Person’s 's address as it appears on the Note Register on such Record Date, except that, that (i) unless Definitive Notes have been issued pursuant to Section 2.112.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for (ii) the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Distribution Date or on the related Final Scheduled Payment Date, as the case may be applicable class final scheduled Distribution Date (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.0110.01(a), which shall ) will be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Distribution Date as provided in Section 8.02(d) hereofthe forms of the Notes set forth in Exhibit A-1 and Exhibit A-2. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement5. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of The Notes shall accrue interest at as provided in the related Interest Rateforms of the Class A-1 Note, the Class A-2 Note, the Class A-3 Note and the Class A-4 Note set forth in Exhibits D-1, D-2, D-3 and D-4, respectively, and such interest shall be due and payable on each Payment Date as specified therein, subject to Sections 3.01 and 11.12 hereof. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date Date, by check mailed first-class class, postage prepaid prepaid, to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.112.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be Distribution Date (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.0110.1(a), ) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.033.3. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 8.02(d) hereofthe forms of the Class A-1 Note, the Class A-2 Note, the Class A-3 Note and the Class A-4 Note set forth in Exhibits D-1, D-2, D-3 and D-4, respectively. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes with the consent of the Security Insurer (so long as no Insurer Default shall have occurred and be continuing) have declared the Notes to be immediately due and payable in the manner provided in Section 5.025.2. All principal payments on each Class class of Notes shall be made pro rata to the Noteholders of such Class class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement10.2. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful mannerRate. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder and the Trustee a notice that states the special record date, the payment date and the amount of defaulted interest to be paid. (d) Promptly following the date on which all principal of and interest on the Notes has been paid in full and the Notes have been surrendered to the Trustee, the Trustee shall, if the Security Insurer has paid any amount in respect of the Notes under the Note Policy or otherwise which has not been reimbursed to it, deliver such surrendered Notes to the Security Insurer; and upon reimbursement by the Issuer of any amounts paid by the Security Insurer in respect of such Notes under the Note Policy or otherwise, the Security Insurer shall deliver such Notes to the Trustee for cancellation.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest at the related Interest Rate, and such interest shall be due and payable on each Payment Date Distribution Date, as specified therein, subject to Sections 3.01 and 11.12 hereofSection 3.01. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee Person and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Distribution Date or on the related Final Scheduled Payment Distribution Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.0110.01(a)), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable as on each Distribution Date to the extent provided in Section 8.02(d) hereofthe form of the related Note set forth as an Exhibit hereto. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders maturity of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable has been accelerated in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior within five Business Days of receipt of notice of termination of the Trust pursuant to such final Payment Date Section 9.01(c) of the Trust Agreement and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five Business Days prior to the next related payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, date and, at least 15 days before any such special record date, the Issuer shall mail to the Indenture Trustee and each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest at the related Interest Rate, and such interest shall be due and payable on each Payment Date as specified thereinDate, subject to Sections 3.01 and 11.12 hereofSection 3.01. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled final Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.0110.01(a)), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable as on each Payment Date to the extent provided in Section 8.02(d) hereofthe form of the related Note set forth as an Exhibit hereto. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if unless the Indenture Trustee or Required Holders have waived such Event of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable Default in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior within five Business Days of receipt of notice of termination of the Trust pursuant to such final Payment Date Section 9.01(c) of the Trust Agreement and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date any Payment Date in the manner and to the extent provided in the Pooling and Servicing Agreement. (d) All payments to be made by the Issuer under this Indenture shall be at least 5 Business Days prior made only from the income and proceeds from the Collateral and only to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, extent that the Issuer shall mail have sufficient income or proceeds from the Collateral to each Noteholder a notice that states enable the special record dateIssuer to make payments in accordance with the terms hereof. The Indenture Trustee is not personally liable for any amounts payable under this Indenture, the payment date and the amount of defaulted interest to be paidexcept as expressly provided herein.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class On each Payment Date from amounts on deposit in the Payment Account after making (x) any deposit to the Funding Account pursuant to Section 8.02(b) and (y) any deposits to the Payment Account pursuant to Section 8.02(c)(ii) and Section 8.02(c)(i)(2), the Indenture Trustee shall pay to the Noteholders, the Certificate Paying Agent, on behalf of Notes shall accrue the Certificateholders, and to other Persons the amounts to which they are entitled as set forth below: (i) To the Noteholders the sum of (a) one month's interest at the related Note Interest Rate, and Rate on the Security Balances of Notes immediately prior to such interest shall be due and payable on each Payment Date as specified therein, subject to Sections 3.01 and 11.12 hereof. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The any previously accrued and unpaid interest for prior Payment Dates; (ii) if such Payment Date is after the Funding Period, to the Noteholders, as principal of each Note shall be payable as provided in Section 8.02(d) hereof. Notwithstanding on the foregoingNotes, the entire unpaid principal amount applicable Security Percentage of the Notes shall be due Principal Collection Distribution Amount and payable, if not previously paid, on the related Final such Payment Date or is the date on which an Event of Default shall have occurred and be continuing, if first Payment Date following the Indenture Trustee or Holders end of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes Funding Period (if ending due to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days preceding an Amortization Event) or the Payment Date on which the Issuer expects that Funding Period ends, to the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, principal on the Administrator shall notify each Rating Agency upon Notes the final payment of interest and principal of each Class of Notes, and upon the termination applicable Security Percentage of the Trust, amount deposited from the Funding Account in each case pursuant to Section 1.02(a)(iii) respect of the Administration Agreement.Security Principal Collections; (ciii) If to the Issuer defaults in a payment of interest Noteholders, as principal on the Notes, from the Issuer shall pay defaulted interest (plus interest amount remaining on such defaulted interest deposit in the Payment Account, up to the extent lawfulapplicable Security Percentage of Liquidation Loss Amounts for the related Collection Period; (iv) at to the Noteholders, as principal on the Notes, from the amount remaining on deposit in the Payment Account, up to the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest Security Percentage of Carryover Loss Amounts; (v) to the Persons who are Noteholders on a subsequent special record dateCredit Enhancer, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and in the amount of defaulted the premium for the Credit Enhancement Instrument and for any Additional Credit Enhancement Instrument; (vi) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument and on any Additional Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement); (vii) to be paid.the Noteholders, as principal on the Notes based on the Security Balances from Security Interest Collections, up to the Special Capital Distribution Amount for such Payment Date; (viii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement;

Payment of Principal and Interest; Defaulted Interest. (a) Each The A-1 Notes, A-2 Notes, A-3 Notes, A-4 Notes and Class of B Notes shall accrue interest at the related Interest A-1 Note Rate, the A-2 Note Rate, the A-3 Note Rate, the A-4 Note Rate and the Class B Note Rate, respectively, and such interest shall be due and payable on each Payment Date as specified thereinDate, subject to Sections 3.01 and 11.12 hereofSection 3.1. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid wire transfer in immediately available funds to the account designated by such Person’s address as it appears on the Note Register on such Record Date, except that, unless . Unless Definitive Notes have been issued pursuant to Section 2.11issued, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for nominee. Notwithstanding the above, the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.0110.1(a), which ) shall be payable as provided belowin clause (b)(ii). The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.033.3. (bi) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 8.02(d) hereofthis Indenture, and except as provided below each such installment shall be due and payable only to the extent that there are funds available to make the payment in accordance with the Basic Documents. Notwithstanding the foregoing, : (A) the entire unpaid principal amount Outstanding Amount of each Class of Notes shall be due and payable on the related Class Final Scheduled Maturity Date, and (B) the entire Outstanding Amount of all Classes of Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the any date on which an Event of Default shall have occurred and be continuing, continuing if the Indenture Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.025.2, and such Notes shall be paid in accordance with, and in the priority and sequence set forth in, Section 8.2(e). All principal payments on each Class of the A-1 Notes shall be made pro rata to the Noteholders of such the A-1 Notes. All principal payments on the A-2 Notes shall be made pro rata to the Noteholders of the A-2 Notes. All principal payments on the A-3 Notes shall be made pro rata to the Noteholders of the A-3 Notes. All principal payments on the A-4 Notes shall be made pro rata to the Noteholders of the A-4 Notes. All principal payments on the Class entitled thereto. B Notes shall be made pro rata to the Noteholders of the Class B Notes. (ii) The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Date on which the Issuer Issuing Entity expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile no later than five Business Days prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement10.2. (c) If the Issuer Issuing Entity defaults in a payment of interest on the Notes, the Issuer Issuing Entity shall pay pay, in any lawful manner, defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate interest rate from the Payment Date for which such payment is in any lawful mannerdefault. The Issuer Issuing Entity may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five Business Days prior to the next special payment date. The Issuer Issuing Entity shall fix or cause to be fixed any such special record date and related special payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the special payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of The Notes shall accrue interest at during each Interest Period on the related Interest Ratebasis of a 360 day year consisting of twelve 30-day months (or in the case of the first Payment Date, and such interest shall be due and payable on each Payment Date as specified therein, subject to Sections 3.01 and 11.12 hereofan accrual period of thirty (30) days). Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date Date, by check mailed first-class class, postage prepaid prepaid, to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, that (i) with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency DTC (initially, such nominee to be Cede & Co.), such payment will be made by wire transfer in immediately available funds to the account designated by such nominee Person and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Legal Final Scheduled Payment Date, as the case may be Date and (and except for ii) the Redemption Price for any Note called for redemption pursuant to Section 10.01), which Article X hereof shall be payable as provided belowin Section 4.04(b) or Article X hereof, as applicable. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable on each Payment Date to the extent of funds available therefor in accordance with the Priority of Payments as provided in Section 8.02(d) hereofthe Sale and Servicing Agreement. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee with the consent or Holders at the direction of the Notes representing not less than a majority of the Outstanding Amount have Majority Noteholders has declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments among the Notes shall be made in the order and priorities set forth herein and in the Sale and Servicing Agreement and all principal payments on each Class of the Notes shall be made pro rata to the Noteholders of such Class entitled theretoNoteholders. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid; provided that the Issuer or Servicer shall have provided the Trustee with timely notice of such expectation. Such notice shall be mailed or transmitted by facsimile or other electronic mail prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes a redemption shall be mailed given to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.Article X.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of The Notes shall accrue interest at during each Interest Accrual Period on the related basis of the actual number of days elapsed during such Interest Rate, Accrual Period and such interest shall be due and payable on each Payment Date as specified therein, subject a year assumed to Sections 3.01 and 11.12 hereofconsist of 360 days. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date Date, by check mailed first-class –class, postage prepaid prepaid, to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Global Notes have been issued pursuant to Section 2.114.02, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency Depository (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee Person and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be Maturity Date (and except for the Redemption Termination Price for any Note called for redemption pursuant to Section 10.01), ) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 8.02(d) hereofthe Transfer and Servicing Agreement. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders with the consent of the Notes representing not less than a majority of the Outstanding Amount Required Holders have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class among the Classes of Notes shall be made in the order and priorities set forth herein and in the Transfer and Servicing Agreement, and all principal payments on the Notes of the same Class shall be made pro rata to the Noteholders of such Class entitled theretoClass. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest at the related Interest Rate, and such interest shall be due and payable on each Payment Date as specified thereinDate, subject to Sections 3.01 and 11.12 hereofSection 3.01. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date Date, by check mailed first-class class, postage prepaid to such Person’s 's address as it appears on the Note Register on such Record Date; provided, except however, that, unless and until Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the applicable Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will shall be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03nominee. (b) The principal of each Note shall be payable as on each Payment Date to the extent provided in Section 8.02(d) hereofthe form of the related Note set forth as an Exhibit hereto. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if unless the Indenture Trustee or Required Holders have waived such Event of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable Default in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall shall, to the extent practicable, notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior within five Business Days of receipt of notice of termination of the Trust pursuant to such final Payment Date Section 9.01(c) of the Trust Agreement and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful mannerto the extent lawful. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date any Payment Date in the manner and to the extent provided in the Pooling and Servicing Agreement. (d) All payments to be made by the Issuer under this Indenture shall be at least 5 Business Days prior made only from the income and proceeds from the Collateral and only to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, extent that the Issuer shall mail have sufficient income or proceeds from the Collateral to each Noteholder a notice that states enable the special record dateIssuer to make payments in accordance with the terms hereof. The Indenture Trustee is not personally liable for any amounts payable under this Indenture, the payment date and the amount of defaulted interest to be paidexcept as expressly provided herein.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest at as provided in the related Interest Rateapplicable form of such Class set forth in Exhibits A-1 through A-8 respectively, and such interest accrued on each Class of Notes shall be due and payable on each Payment applicable Distribution Date as specified therein, subject to Sections 3.01 and 11.12 hereofSection 3.01. Any installment of interest or principal, if any, with respect to each Class of Notes payable on any applicable Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class class, postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.112.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Distribution Date or on the related applicable Note Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), Maturity Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note Note, other than the Class A-IO Notes, shall be payable in installments on each Distribution Date as provided in Section 8.02(d) hereofthe applicable form of Note set forth in Exhibits A-1 through A-8, respectively, to the extent the amount of funds required and available to be distributed in respect of principal on such Class of Notes pursuant to the terms of this Indenture; provided, however, the entire unpaid principal amount of each Class of Notes, other than the Class A-IO Notes, shall be due and payable on its respective Final Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes Notes, other than the Class A-IO Notes, shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be is continuing, if the Indenture Trustee or Holders of the Notes representing not less than Interested Noteholders holding a majority of the Outstanding Amount of the related Classes of Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class of Notes Class A Notes, other than the Class A-IO Notes, shall be made pro rata to the Noteholders holders of such Class of Notes entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note any Class of Notes will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Distribution Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (c) If the Issuer defaults in a payment of interest on any Class of the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Note Interest Rate in any lawful manner. The Issuer may shall pay such defaulted interest to the Persons persons who are Noteholders holders of such Class or Classes of Notes on a subsequent special record date, which date shall be at least 5 three Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder holder of the affected Class or Classes of Notes and the Indenture Trustee a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest at the related Interest Rate, and such interest shall be due and payable on each Payment Distribution Date as specified thereinin Article Five of the Sale and Servicing Agreement and in the form of the related Note set forth as an Exhibit hereto, subject to Sections 3.01 and 11.12 hereofSection 3.01. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date Date, by check mailed first-class class, postage prepaid to such Person’s 's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Distribution Date, a Redemption Date or on the related Final Scheduled Payment Distribution Date, as the case may be (and except for be, which, in the Redemption Price for any Note called for case of the payment of a redemption pursuant to Section 10.0110.01(a), which shall be payable pursuant to Section 9.01(e) of the Sale and Servicing Agreement, and in each other case shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable as on each Distribution Date to the extent provided in Section 8.02(d) hereof. Notwithstanding the foregoing, the entire unpaid principal amount Article Five of the Notes shall be due Sale and payable, if not previously paid, on Servicing Agreement and in the form of the related Final Payment Date or the date on which Note set forth as an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled theretoExhibit hereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed within five Business Days of such Distribution Date (or, in the case of Notes registered in the name of Cede & Co., as nominee of DTC, such notice shall be provided within one Business Day of such Distribution Date) or transmitted by facsimile prior receipt of notice of termination of the Issuer pursuant to such final Payment Date Section 9.01(c) of the Trust Agreement and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each the Rating Agency Agencies upon the final payment of interest and principal of each Class of Notes, and upon the termination of the TrustIssuer, in each case pursuant to Section 1.02(a)(iii1(a)(i) of the Administration Agreement. The entire principal amount of a Class of Notes will be due and payable, if not previously paid, on the related Final Scheduled Distribution Date. (c) Notwithstanding the foregoing, the entire unpaid interest and principal amount of the Notes shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing, if the Trustee or the Holders of Notes representing not less than a majority of the Outstanding Amount of the Notes of the Controlling Class have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. Following such declaration of acceleration, on each Distribution Date or a payment date described in Section 5.06(b), all amounts on deposit in the Collection Account, the Note Distribution Account or collected by the Trustee pursuant to Article Five shall be paid in the following amounts and order of priority: (i) to the Master Servicer, the Servicing Fee, including any unpaid Servicing Fees with respect to one or more prior Collection Periods; (ii) to the Trustee, any accrued and unpaid fees and expenses payable to the Trustee and to the Owner Trustee, any accrued and unpaid fees and expenses payable to the Owner Trustee, in each case to the extent such fees and expenses have not been previously paid by the Master Servicer; (iii) to Noteholders of the Class A Notes, the Interest Distributable Amount for each class of Class A Notes pro rata in proportion to their respective Interest Distributable Amounts, without preference or priority of any kind; (iv) to the Holders of the Class A-1 Notes, the outstanding principal amount of the Class A-1 Notes as of such Distribution Date (prior to giving effect to any payment of principal on such date) in reduction of principal until the principal amount of the Class A-1 Notes has been paid in full; (v) to the Holders of each of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the outstanding principal amount of each of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, respectively, pro rata in proportion to their respective outstanding principal amounts as of such Distribution Date (prior to giving effect to any payment of principal on such date) in reduction of principal until the principal amount of each of such Classes has been paid in full; (vi) to the Holders of the Class B Notes, the Interest Distributable Amount for the Class B Notes; (vii) to the Holders of the Class B Notes, the outstanding principal amount of the Class B Notes as of such Distribution Date (prior to giving effect to any payment of principal on such date) in reduction of principal until the principal amount of the Class B Notes has been paid in full; (viii) to the Holders of the Class C Notes, the Interest Distributable Amount for the Class C Notes; (ix) to the Holders of the Class C Notes, the outstanding principal amount of the Class C Notes as of such Distribution Date (prior to giving effect to any payment of principal on such date) in reduction of principal until the principal amount of the Class C Notes has been paid in full; (x) to the Holders of the Class D Notes, the Interest Distributable Amount for the Class D Notes; (xi) to the Holders of the Class D Notes, the outstanding principal amount of the Class D Notes as of such Distribution Date (prior to giving effect to any payment of principal on such date) in reduction of principal until the principal amount of the Class D Notes has been paid in full; (xii) to WFSRC3, until it has received full repayment of its Spread Account Initial Deposit; and (xiii) to Certificate Distribution Account for distribution to the Holders of the Certificates in accordance with Section 5.02 of the Trust Agreement, any remaining amounts. (d) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five Business Days prior to the next related payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to the Trustee and each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each The Class of A-1 Notes and the Class A-2 Notes shall accrue interest at the related Interest Class A-1 Rate and the Class A-2 Rate, respectively, as set forth in Exhibits A-1 and A-2, respectively, and such interest shall be due and payable on each Payment Distribution Date as specified therein, subject to Sections 3.01 and 11.12 hereofSection 3.01. Any installment of interest or principal, if any, principal payable on any a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date (i) by check mailed first-class postage prepaid to such Person’s 's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.112.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for nominee; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Distribution Date or on the related Final Scheduled Payment Date, as the case may be Distribution Date (and except for including the Redemption Price for any Note called for redemption pursuant to Section 10.01), which ) shall be payable as provided in paragraph (b) below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Distribution Date as provided in Section 8.02(d) hereofthe forms of the Notes set forth in Exhibit A-1 and A-2. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if continuing by the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Amount have declared Amount; provided, however, that if on the Notes date any such Event of Default occurs or is continuing the Security Insurer is the Controlling Party, the Security Insurer, in its sole discretion, may determine whether or not to be immediately due and payable in accelerate payments on the manner provided in Section 5.02Notes. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such each Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note will to be paid. Such notice shall be mailed or transmitted by facsimile no later than five days prior to such final Payment Distribution Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (c) Promptly following the date on which all principal of and interest on the Notes have been paid in full and the Notes have been surrendered to the Indenture Trustee, the Indenture Trustee shall, if the Security Insurer has paid any amount in respect of the Notes under the Policy that has not been reimbursed to the Security Insurer, deliver such surrendered Notes to the Security Insurer. (d) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders manner on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paidDistribution Date.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of The Interest Bearing Notes shall accrue interest on their Outstanding Amount at the related Note Rate before and after maturity. Interest Rate, and such interest shall be due and payable on each Payment Date as specified thereinin Section 8.03 or 5.05, subject to Sections 3.01 and 11.12 hereofSection 3.01. Any installment of interest or principal, if any, payable on any an Interest Bearing Note or installment of principal payable on a Principal Amount Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person person in whose name such the Note (or one or more Predecessor Notesits predecessor Note) is registered on the Record Date by wire transfer of immediately available funds to the account designated by the Holder at a bank or other entity having appropriate facilities, if the Holder has so notified the Indenture Trustee in writing at least five Business Days before the Record Date and is either the Depository or owner of record of Notes having an aggregate principal or notional amount of at least $1,000,000, and otherwise by check mailed first-class postage prepaid to such Person’s the Holder's address as it appears on the Note Register on such the Record Date, except thator by any other means the Noteholder and the Indenture Trustee agree to, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such on a Principal Amount Note on a Payment Date, a Redemption redemption date, or the Scheduled Maturity Date or on the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price redemption price for any Note the Principal Amount Notes called for redemption pursuant to Section 10.01), ) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Principal Amount Note shall be payable as provided in Section 8.02(d) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Scheduled Maturity Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable in the manner provided specified in Section 5.028.03. All principal payments on each Class of the Principal Amount Notes shall be made pro rata to the Noteholders of such Class entitled theretoNoteholders. The Indenture Trustee shall notify the Person send a notice to each person in whose name a Principal Amount Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paidScheduled Maturity Date. Such The notice shall be mailed sent by first-class mail, postage prepaid, or transmitted by facsimile prior (promptly confirmed by mail) not later than ten days before the Scheduled Maturity Date to such final Payment each Holder of Principal Amount Notes as of the close of business on the Record Date preceding the Scheduled Maturity Date, at the Holder's address or facsimile number appearing in the Note Register, and shall specify that such final installment the principal of the Note will be payable only upon on presentation and surrender of such the Note and shall specify the place where such the Note may be presented and surrendered for payment of such installmentpayment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (c) If the Issuer defaults in a payment of interest on the Interest Bearing Notes, the Issuer shall pay defaulted interest (plus interest on such the defaulted interest to the extent lawful) at the applicable Interest Note Rate in any lawful manner. The Issuer may pay such the defaulted interest to the Persons persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five Business Days prior to before the next payment datePayment Date. The Issuer shall fix or cause to be fixed any such the special record date and related payment datePayment Date, and, at least 15 days before any such the special record date, the Issuer shall mail to each Noteholder affected Holder a notice that states the special record date, the payment date Payment Date, and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of The Notes shall accrue interest at as provided in the related Interest Rateforms of the Class A-1 Note and the Class A-2 Note set forth in Exhibits D-1 and D-2, respectively, and such interest shall be due and payable on each Payment Date as specified therein, subject to Sections 3.01 and 11.12 hereof. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date Date, by check mailed first-class class, postage prepaid prepaid, to such Person’s 's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.112.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be Distribution Date (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.0110.1(a), ) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.033.3. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 8.02(d) hereofthe forms of the Class A-1 Note and the Class A-2 Note set forth in Exhibits D-1 and D-2, respectively. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement5. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of The Notes shall accrue interest at as provided in the form of Note set forth in the related Interest Rate, Series Supplement and such interest shall be due and payable on each Payment Distribution Date as specified therein, subject to Sections 3.01 and 11.12 hereof. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid paid, as provided in the related Series Supplement, or if not so provided to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date Date, by check mailed first-class class, postage prepaid prepaid, to such Person’s 's address as it appears on the Note Register on such Record Date, except that, if the Notes of a Series are Book Entry Notes, unless Definitive Notes have been issued for such Series pursuant to Section 2.112.12, with respect to Notes of such Series registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Distribution Date or on the related Final Scheduled Payment Date, Distribution Date with respect to a Series as set forth in the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), relevant Series Supplement which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.033.3. (b) The principal of each Note shall be payable in installments on each Distribution Date as provided in Section 8.02(d) hereofthe form of Note set forth in the related Series Supplement. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Amount have are declared the Notes to be immediately due and payable in the manner provided in Section 5.02the related Series Supplement. All principal payments Upon written notice from the Master Servicer on each Class behalf of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Issuer, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall may be mailed or transmitted by facsimile prior to such final Payment Distribution Date and shall may specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Note Rate to the extent lawful. Unless otherwise provided in any lawful manner. The the related Series Supplements, the Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest at the related Interest Rate, and such interest shall be due and payable on each Payment Date as specified therein, subject to Sections 3.01 and 11.12 hereof. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s 's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.112.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable as provided in Section 8.02(d) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement5. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each The A-1 Notes, A-2 Notes, A-3 Notes, A-4 Notes and Class of B Notes shall accrue interest at the related Interest A-1 Note Rate, the A-2 Note Rate, the A-3 Note Rate, the A-4 Note Rate and the Class B Note Rate, respectively, and such interest shall be due and payable on each Payment Date as specified thereinDate, subject to Sections 3.01 and 11.12 hereofSection 3.1. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class class, postage prepaid prepaid, to such Person’s 's address as it appears on the Note Register on such Record Date, except that. However, unless Definitive Notes have been issued pursuant to Section 2.11issued, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for nominee. Notwithstanding the above, the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.0110.1(a), which ) shall be payable as provided belowin clause (b)(ii). The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.033.3. (bi) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 8.02(d) hereofthis Indenture, and except as provided below each such installment shall be due and payable only to the extent that there are funds available to make the payment in accordance with the Basic Documents. Notwithstanding the foregoing, : (A) the entire unpaid principal amount Outstanding Amount of each Class of Notes shall be due and payable on the related Class Final Scheduled Maturity Date, and (B) the entire Outstanding Amount of all Classes of Notes shall be due and payable, if not previously paidratably to all Noteholders, on the related Final Payment Date or the any date on which an Event of Default shall have occurred and be continuing, continuing if the Indenture Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement5. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each The Class of A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest at the related Interest Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and such interest shall be due the Class B Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4 and payable Exhibit B, respectivxxx, xxx xxxx xxterest shaxx xx xxx xxx xxyable on each Payment Date as specified therein, subject to Sections 3.01 and 11.12 hereofSection 3.1. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date either by wire transfer in immediately available funds, to the account of such Noteholder at a bank or other entity having appropriate facilities therefor, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five (5) Business Days prior to such Payment Date and such Noteholder's Notes in the aggregate evidence a denomination of not less than $1,000,000, or, if not, by check mailed first-class postage prepaid to such Person’s 's address as it appears on the Note Register on such Record Date, except ; provided that, unless Definitive Notes have been issued to Note Owners pursuant to Section 2.112.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will shall be made by wire transfer in immediately available funds to the account designated by such nominee nominee, and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Prepayment Date or on the related applicable Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.033.3. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 8.02(d) hereofthis Indenture and in the forms of Notes set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4 and Exhibit B hereto. Notwithstanding the foregoingxxx xxxxxxxxx, the entire unpaid principal amount of the each Class of Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders the Noteholders of the Notes representing evidencing not less than a majority of the Outstanding Amount principal amount of the Controlling Class have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement5. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest at the related Interest Rate, and such interest shall be due and payable on each Payment Date as specified therein, subject to Sections 3.01 and 11.12 hereof. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class class, postage prepaid prepaid, to such Person’s address as it appears on the Note Register on such Record Date or by wire transfer of immediately available funds to a U.S. dollar account maintained by such Person; provided, that the wiring instructions have been received by the Indenture Trustee on or before the related Record Date, except that. However, unless Definitive Notes have been issued pursuant to Section 2.11issued, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for or, if a wire transfer cannot be effected, by a U.S. dollar check mailed to the Clearing Agency or its nominee. Notwithstanding the above, the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which 10.1) shall be payable as provided belowin clause (b)(ii). The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.036.17. (bi) The principal of each Note shall be payable as provided in installments on each Payment Date in accordance with, and in the amounts determined pursuant to, Section 8.02(d8.3. (ii) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes Outstanding Principal Balance shall be due and payable, if not previously paid, on the related Final Payment Date or payable on: (A) the date on which an Event of Default shall have occurred and be continuing, continuing if the Indenture Trustee or Holders of the Notes Noteholders representing not less than a majority of the Outstanding Amount Principal Balance of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All 5.2, and (B) if any Note remains Outstanding, the Maturity Date for such Note. (iii) Except as otherwise provided in Section 5.2, no part of the principal payments on each Class of Notes any Note shall be made pro rata paid prior to the Noteholders Payment Date on which such principal is due in accordance with the preceding provisions of such Class entitled thereto. this Section 2.7, except that the Issuer may redeem the Notes in their entirety in accordance with Section 10.1. (iv) The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the last day of the calendar month preceding the Payment Date on which the Issuer has notified the Indenture Trustee that it expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile no later than five (5) days prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (v) All reductions in the principal amount of a Note effected by payments of installments of principal made on any Payment Date shall be binding upon all holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefore or in lieu thereof, whether or not such payment is noted on such Note. Notices in connection with redemptions of All payments on the Notes shall be mailed made without any requirement of presentment but each holder of any Note shall be deemed to Noteholders as provided in Section 10.02. In additionagree, by its acceptance of the Administrator shall notify each Rating Agency upon same, to surrender such Note at the Corporate Trust Office against payment of the final payment installment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreementsuch Note. (ci) For each Payment Date, the interest due and payable with respect to the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes will be the interest that has accrued on the respective Notes in the related Interest Accrual Period, at the applicable Interest Rate applied to the then Outstanding Principal Balances of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and the Class B Notes, respectively, on the preceding Payment Date subject to Section 3.1. With respect to the Class A-1 Notes, the interest will be calculated on the basis of the actual number of days in the applicable Interest Accrual Period and a 360 day year. With respect to the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, interest will be calculated on the basis of twelve (12) thirty (30) day months in the applicable Interest Accrual Period and a 360 day year. (ii) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay pay, in any lawful manner, defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate interest rate from the Payment Date for which such payment is in any lawful mannerdefault. The Issuer may shall pay such defaulted interest on a subsequent special payment date declared by the Issuer to the Persons who are Noteholders on a subsequent special record date, which special record date shall be at least 5 five (5) Business Days prior to the next special payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at At least 15 fifteen (15) days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the special payment date and the amount of defaulted interest to be paid. (d) All payments made with respect to any Note shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts and shall be applied first to the interest then due and payable on such Notes and then to the principal thereof.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest at the related Interest Rate, and such interest shall be due and payable on each Payment Distribution Date as specified therein, subject to Sections 3.01 and 11.12 hereofSection 3.01. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Distribution Date or on the related Final Scheduled Payment Distribution Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.0110.01(a)), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable as on each Distribution Date to the extent provided in Section 8.02(d) hereofthe form of the related Note set forth as an Exhibit hereto. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if unless the Indenture Trustee or Holders of the Notes representing not less than a majority 66-2/3% of the Outstanding Amount have declared the Notes to be immediately due and payable waived such Event of Default in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior within five Business Days of receipt of notice of termination of the Trust pursuant to such final Payment Date Section 9.01(c) of the Trust Agreement and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five Business Days prior to the next related payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to the Indenture Trustee and each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of The Notes shall accrue interest at as provided in the related Interest Rateform of the Notes, set forth in Exhibit D, and such interest shall be due and payable on each Payment Distribution Date as specified therein, subject to Sections 3.01 and 11.12 hereof. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date Date, by check mailed first-class class, postage prepaid prepaid, to such Person’s 's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.112.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Distribution Date or on the related Final Scheduled Payment Date, as the case may be Distribution Date (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.0110.1(a), ) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.033.3. (b) The principal of each Note shall be payable in installments on each Distribution Date as provided in Section 8.02(d) hereof. the form of the Notes, set forth in Exhibit D. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement5. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of The Notes shall accrue interest at during each Interest Accrual Period on the related basis of the actual number of days elapsed during such Interest Rate, Accrual Period and such interest shall be due and payable on each Payment Date as specified therein, subject a year assumed to Sections 3.01 and 11.12 hereofconsist of 360 days. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Remittance Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date Date, by check mailed first-class –class, postage prepaid prepaid, to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Global Notes have been issued pursuant to Section 2.114.02, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency Depository (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee Person and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Remittance Date or on the related Final Scheduled Payment Date, as the case may be (applicable Expected Maturity Date and except for the Redemption Repurchase Price for any Note called for redemption repurchase pursuant to Section 10.01), 10.01(a) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Remittance Date as provided in Section 8.02(d) hereofthe Sale and Servicing Agreement. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders with the consent of the Notes representing not less than a majority of the Outstanding Amount Majority Noteholders have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class among the Classes of Notes shall be made in the order and priorities set forth herein and in the Sale and Servicing Agreement, and all principal payments on the Notes of the same Class shall be made pro rata to the Noteholders of such Class entitled theretoClass. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Remittance Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Remittance Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions repurchase of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (c) If For so long as the Issuer defaults in a payment Notes of interest any Class are listed on the NotesIrish Stock Exchange and the rules of such exchange shall so require, the Issuer shall pay defaulted interest will have a paying agent and transfer agent for such securities in Ireland, and payments on and transfers or exchanges of interests in such Notes (plus interest including partial interests therein) may be effected through such paying and transfer agent (or any other paying and transfer agent); provided, that, all transfers and exchanges must be effected in accordance with this Indenture. In addition, for so long as the Notes of any Class are listed on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date Irish Stock Exchange and the amount rules of defaulted interest to be paidsuch exchange shall so require, in the case of a transfer or exchange of a physical instrument representing such security, a holder thereof may obtain a new physical instrument from the paying agent and transfer agent in Ireland in accordance with this Indenture.

Payment of Principal and Interest; Defaulted Interest. (a) Each The A-1 Notes, A-2 Notes, A-3 Notes, A-4 Notes and Class of B Notes shall accrue interest at the related Interest A-1 Note Rate, the A-2 Note Rate, the A-3 Note Rate, the A-4 Note Rate and the Class B Note Rate, respectively, and such interest shall be due and payable on each Payment Date as specified thereinDate, subject to Sections 3.01 and 11.12 hereofSection 3.1. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid wire transfer in immediately available funds to the account designated by such Person’s address as it appears on the Note Register on such Record Date, except that. However, unless Definitive Notes have been issued pursuant to Section 2.11issued, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for nominee. Notwithstanding the above, the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.0110.1(a), which ) shall be payable as provided belowin clause (b)(ii). The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.033.3. (b1) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 8.02(d) hereofthis Indenture, and except as provided below each such installment shall be due and payable only to the extent that there are funds available to make the payment in accordance with the Basic Documents. Notwithstanding the foregoing, : (A) the entire unpaid principal amount Outstanding Amount of each Class of Notes shall be due and payable on the related Class Final Scheduled Maturity Date, and (B) the entire Outstanding Amount of all Classes of Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the any date on which an Event of Default shall have occurred and be continuing, continuing if the Indenture Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.025.2, and such Notes shall be paid in accordance with, and in the priority and sequence set forth in, Section 8.2(e). All principal payments on each Class of the A-1 Notes shall be made pro rata to the Noteholders of such Class entitled theretothe A-1 Notes. The Indenture Trustee shall notify All principal payments on the Person in whose name a Note is registered at the close of business 5 Business Days preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of A-2 Notes shall be mailed made pro rata to the Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant A-2 Notes. All principal payments on the A-3 Notes shall be made pro rata to Section 1.02(a)(iii) the Noteholders of the Administration Agreement. (c) If the Issuer defaults in a payment of interest A-3 Notes. All principal payments on the Notes, the Issuer A-4 Notes shall pay defaulted interest (plus interest on such defaulted interest be made pro rata to the extent lawful) at Noteholders of the applicable Interest Rate in any lawful mannerA-4 Notes. The Issuer may pay such defaulted interest All principal payments on the Class B Notes shall be made pro rata to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to of the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paidClass B Notes.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of The Notes shall accrue interest at as provided in the related Interest Rateforms of the Class A-1 Note, the Class A-2 Note, the Class A-3 Note and the Class A-4 Note attached hereto as EXHIBITS X-0, X-0, X-0 and A-4, respectively, and such interest shall be due and payable on each Payment Date as specified therein, subject to Sections 3.01 and 11.12 hereof. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the related Record Date Date, by check mailed first-class class, postage prepaid prepaid, to such Person’s 's address as it appears on the Note Register on such Record Date, or by wire transfer in immediately available funds to the account designated in writing to the Trustee by such Person at least five Business Days prior to the related Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.112.12, with respect to Notes registered on the related Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and nominee, except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be Date (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.0110.1), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.033.3. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 8.02(d) hereofthe forms of the Class A-1 Note, the Class A-2 Note, the Class A-3 Note and the Class A-4 Note attached hereto as EXHIBITS X-0, X-0, X-0 and A-4, respectively. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable continuing in the manner and under the circumstances provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement5. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each The Class of A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest at during the related Interest Accrual Period at the Class A-1 Interest Rate, the Class A-2 Interest Rate, the Class A-3 Interest Rate, the Class A-4 Interest Rate and the Class B Interest Rate, respectively, and such interest shall be due and payable on each Payment Date in accordance with the priorities set forth in Section 8.02(c), (d) and (e), as specified thereinapplicable subject to Section 3. 01. Interest on each Class of Notes (other than the Class A-1 Notes) will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Class A-1 Notes will calculated on the basis of the actual number of days in the related Interest Accrual Period and a 360-day year. The Issuer will pay interest on each Class of Notes at the related Interest Rate on each Payment Date on the principal amount of the related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to Sections 3.01 and 11.12 hereofcertain limitations contained in the last sentence of Section 3.01. Any installment of interest or principal, if any, principal payable on any a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s 's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.112.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled applicable class final scheduled Payment Date, as the case may be Date (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), ) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.2 that the Notes have become immediately due and payable, the Outstanding Amount of each Note Class of Notes shall be payable as provided in full on the Final Scheduled Payment Date for such class and, to the extent of funds available therefor, in installments on the Payment Dates (if any) preceding the Final Scheduled Payment Date for such Class, in the amounts and in accordance with the priorities set forth in Section 8.02(d8.2(c), subject to Section 3.01. (c) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority 50% of the Outstanding Amount of the Controlling Securities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement5. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of The Notes shall accrue interest at the related Interest Rateas provided herein, and such interest amount shall be due and payable on each Payment Date as specified therein, subject to Sections 3.01 and 11.12 hereofherein. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer Trust on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date Date, by check mailed first-class class, postage prepaid prepaid, to such Person’s 's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be Date (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.0110.1(a), ) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.033.3. (b) The principal of each Note shall be payable as provided in Section 8.02(d) hereof. Notwithstanding Upon written notice from the foregoingTrust, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Date on which the Issuer Trust expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement10.2. (c) If the Issuer Trust defaults in a payment of interest on the Notes, the Issuer Trust shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Late Payment Rate in any lawful mannerto the extent lawful. The Issuer Trust may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five Business Days prior to the next payment date. The Issuer Trust shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer Trust shall mail to each Noteholder and the Indenture Trustee a notice that states the special record date, the payment date and the amount of defaulted interest to be paid. (d) Promptly following the date on which all principal of and interest on the Notes has been paid in full and the Notes have been surrendered to the Indenture Trustee, the

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest at as provided in the related Interest Rateapplicable form of such Class set forth in Exhibits A-1 through A-7 respectively, and such interest accrued on each Class of Notes shall be due and payable on each Payment applicable Distribution Date as specified therein, subject to Sections 3.01 and 11.12 hereofSection 3.01. Any installment of interest or principal, if any, with respect to each Class of Notes payable on any applicable Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class class, postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.112.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Distribution Date or on the related applicable Note Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), Maturity Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note (other than the Class A-IO Notes) shall be payable in installments on each Distribution Date as provided in Section 8.02(d) hereofthe applicable form of Note set forth in Exhibits A-1 through A-7, respectively, to the extent the amount of funds required and available to be distributed in respect of principal on such Class of Notes pursuant to the terms of this Indenture; provided, however, the entire unpaid principal amount of each Class of Notes, other than the Class A-IO Notes, shall be due and payable on its respective Final Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes Notes, other than the Class A-IO Notes, shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be is continuing, if the Indenture Trustee or Holders of the Notes representing not less than Interested Noteholders holding a majority of the Outstanding Amount of the related Classes of Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class of Notes Class A Notes, other than the Class A-IO Notes, shall be made pro rata to the Noteholders holders of such Class of Notes entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note any Class of Notes, other than the Class A-IO Notes, will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Distribution Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (c) If the Issuer defaults in a payment of interest on any Class of the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Note Interest Rate in any lawful manner. The Issuer may shall pay such defaulted interest to the Persons persons who are Noteholders holders of such Class or Classes of Notes on a subsequent special record date, which date shall be at least 5 three Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder holder of the affected Class or Classes of Notes and the Indenture Trustee a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest as provided in the Indenture at the related Interest Rateinterest rate for such Class, and such interest shall be due and payable on each Payment Date as specified therein, subject to Sections 3.01 and 11.12 hereofSection 3.01. Interest accrued on any Note but not paid on any Payment Date will be due on the immediately succeeding Payment Date, together with, to the extent permitted by applicable law, interest on such shortfall at the related interest rate. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date Date, by check mailed first-class class, postage prepaid to such Person’s 's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.112.10, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Maturity Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.0111.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable as on each Payment Date to the extent provided in Section 8.02(d) hereofthe form of the related Note set forth as an Exhibit hereto. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes of a Class of Notes shall be due and payable, if not previously paid, on the related earlier of: (i) the Final Payment Maturity Date or of such Class; (ii) the date on which Redemption Date; (iii) if (A) an Event of Default shall have occurred and be continuing, if and (B) an Insurer Default shall not have occurred and be continuing, the Indenture Trustee or Holders of date on which the Notes representing not less than a majority of the Outstanding Amount Insurer shall have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class ; or (iv) if (A) an Event of Notes Default shall have occurred and be made pro rata to continuing and (B) an Insurer Default shall have occurred and be continuing or the Noteholders of such Class entitled thereto. The Indenture Trustee Policy shall notify have expired in accordance with its terms, the Person in whose name a Note is registered at the close of business 5 Business Days preceding the Payment Date date on which the Issuer expects that Noteholders representing not less than 66 2/3% of the final installment of principal of Note Balances have declared the Notes to be immediately due and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify in the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as manner provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement5. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest as provided in this Indenture at the related Interest Rateinterest rate for such Class, and such interest shall be due and payable on each Payment Date as specified thereinherein, subject to Sections 3.01 and 11.12 hereofSection 3.01. Interest accrued on any Note but not paid on any Payment Date will be due on the immediately succeeding Payment Date, together with, to the extent permitted by applicable law, interest on such shortfall at the related interest rate. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date Date, by check mailed first-class class, postage prepaid to such Person’s 's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Maturity Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.0112.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable as on each Payment Date to the extent provided in Section 8.02(d) hereofthis Indenture and in the form of the related Note set forth as an Exhibit hereto. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes of a Class of Notes shall be due and payable, if not previously paid, on the related earlier of: (i) the Final Payment Maturity Date or of such Class; (ii) the date on which Redemption Date; (iii) if (A) an Event of Default shall have occurred and be continuingcontinuing and (B) an Insurer Default shall not have occurred and be continuing and the Policy shall be in effect, if the Indenture Trustee or Holders of date on which the Notes representing not less than a majority of the Outstanding Amount Insurer shall have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class ; or (iv) if (A) an Event of Notes Default shall have occurred and be made pro rata to continuing and (B) an Insurer Default shall have occurred and be continuing or the Noteholders of such Class entitled thereto. The Indenture Trustee Policy shall notify have terminated in accordance with its terms, the Person in whose name a Note is registered at the close of business 5 Business Days preceding the Payment Date date on which the Issuer expects that Noteholders representing not less than 66 2/3% of the final installment of principal of Note Balances shall have declared the Notes to be immediately due and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify in the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as manner provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement5. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of The Notes shall accrue interest at the related Interest Rateas provided herein, and such interest amount shall be due and payable on each Payment Date as specified therein, subject to Sections 3.01 and 11.12 hereofherein. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date Date, by check mailed first-class class, postage prepaid prepaid, to such Person’s 's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be Date (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.0110.1(a), ) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.033.3. (b) The principal of each Note shall be payable as provided in Section 8.02(d) hereof. Notwithstanding Upon written notice from the foregoingIssuer, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement10.2. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful mannerto the extent lawful. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the special record date, the payment date and the amount of defaulted interest to be paid. (d) Promptly following the date on which all principal of and interest on the Notes has been paid in full and the Notes have been surrendered to the Indenture Trustee, the Indenture Trustee shall, upon written notice from the Master Servicer of the amounts, if any, that the Insurer has paid in respect of the Notes under the Policy or otherwise which has not been reimbursed to it, deliver such surrendered Notes to the Insurer to the extent not previously cancelled or destroyed.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of The Notes shall accrue interest from and including the Closing Date at the related Note Interest Rate, and such interest . Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest shall be due and payable on the Payment Date in October 2009 and each Payment Date as specified therein, subject thereafter until the Principal Amount of the Notes has been repaid in full. The amount of interest due and payable on the Notes with respect to Sections 3.01 and 11.12 hereofeach Payment Date shall be an amount equal to the Accrued Interest with respect to such Payment Date. Any installment of interest or principal, if any, or any other amount, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date Date, by check mailed first-class class, postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, (i) except that, unless Definitive Notes have been issued pursuant to Section 2.11, that with respect to Notes registered on the Record Date in the name of the Clearing Agency or the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and (ii) except for (A) the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on and (B) the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price redemption price for any Note called for redemption pursuant to Section 10.01)2.18, in each case which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The To the extent of Available Funds, principal of each Note shall be due and payable on the Notes as provided in Section 8.02(d) hereof3.1(a). The Principal Amount of the Notes, to the extent not previously paid, shall be due and payable on the Final Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount Principal Amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default described in Section 11.1 shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Amount have been declared the Notes to be immediately due and payable in the manner as provided in Section 5.0211.1. All principal Principal payments on each Class of the Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed or sent by facsimile to the Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement15.6. (c) If the Issuer defaults in a payment of interest on the NotesNotes when such interest becomes due and payable on any Payment Date, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Note Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons persons who are Noteholders on a subsequent special record date, which special record date shall be fixed or caused to be fixed by the Issuer and shall be at least 5 three Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before prior to the third Business Day prior to any such special record date, the Issuer shall mail or transmit by facsimile to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid. (d) Holders of a beneficial interest in Notes sold in reliance on Regulation S as Temporary Regulation S Global Notes are prohibited from receiving payments or from exchanging beneficial interests in such Temporary Regulation S Global Notes for Permanent Regulation S Global Notes until the later of (i) the expiration of the Distribution Compliance Period (the “Exchange Date”) and (ii) the furnishing of a certificate, substantially in the form of Exhibit C attached hereto, certifying that the beneficial owner of the Temporary Regulation S Global Note is a non-U.S. person (a “Regulation S Certificate”) as provided in Section 2.12.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest at the its related Interest Rate, and such interest shall be due and payable on each Payment Date as specified thereinDate, subject to Sections 3.01 and 11.12 hereofSection 3.01. Interest on each Class of Notes will be calculated on the basis of a 360-day year consisting of twelve 30 day months. Interest on the Class A-1 Notes will be calculated on the basis specified in the related Indenture Supplement. The Issuer will pay interest on each Class of Notes at the related Interest Rate on each Payment Date on the principal amount of such Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. Any installment of interest or principal, if any, principal payable on any a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s 's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.112.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled applicable class final scheduled Payment Date, as the case may be Date (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), ) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 8.02(d) hereofthe forms of the Notes set forth in the related Indenture Supplement. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuingcontinuing in respect of a Series, if the Indenture Trustee or Holders of the Notes of that Series representing not less than a majority of the Outstanding Amount of the Notes of that Series have declared the Notes of that Series to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement5. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each The Class of A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes shall accrue interest at the related Interest Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate and such interest shall the Class A-4 Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3 and Exhibit A-4, respectively, and suxx xxxxxxxx xxxxl be due and payable on each Payment Date as specified therein, subject to Sections 3.01 and 11.12 hereofSection 3.1. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date either by wire transfer in immediately available funds, to the account of such Noteholder at a bank or other entity having appropriate facilities therefor, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five (5) Business Days prior to such Payment Date and such Noteholder's Notes in the aggregate evidence a denomination of not less than $1,000,000, or, if not, by check mailed first-class postage prepaid to such Person’s 's address as it appears on the Note Register on such Record Date, except ; provided that, unless Definitive Notes have been issued to Note Owners pursuant to Section 2.112.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will shall be made by wire transfer in immediately available funds to the account designated by such nominee nominee, and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Prepayment Date or on the related applicable Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.033.3. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 8.02(d) hereofthis Indenture and in the forms of Notes set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3 and Exhibit A-4 hereto. Notwithstanding the foregoingforegoxxx, the entire xxx xxxxxx unpaid principal amount of the each Class of Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders the Noteholders of the Notes representing evidencing not less than a majority of the Outstanding Amount principal amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement5. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest at the related Interest Rate, and such interest shall be due and payable on each Payment Date Distribution Date, or in the case of the Class A-1 Notes, on the Special Distribution Date, as specified therein, subject to Sections 3.01 and 11.12 hereofSection 3.01. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Distribution Date or on the related Final Scheduled Payment Distribution Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to to Section 10.0110.01 (a)), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable as on each Distribution Date, or in the case of the Class A-1 Notes, on the Special Distribution Date, to the extent provided in Section 8.02(d) hereofthe form of the related Note set forth as an Exhibit hereto. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders maturity of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable has been accelerated in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior within five Business Days of receipt of notice of termination of the Trust pursuant to such final Payment Date Section 9.01(c) of the Trust Agreement and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five Business Days prior to the next related payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, date and, at least 15 days before any such special record date, the Issuer shall mail to the Indenture Trustee and each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each The Class of A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest at during the related Interest Accrual Period at the Class A-1 Interest Rate, the Class A-2a Interest Rate, the Class A-2b Interest Rate, the Class A-3 Interest Rate, the Class A-4 Interest Rate and the Class B Interest Rate, respectively, and such interest shall be due and payable on each Payment Date in accordance with the priorities set forth in Section 8.02(c), (d) and (e), as specified thereinapplicable, subject to Sections 3.01 Section 3.01. Interest on the Class A-2a Notes, the Class A-3 Notes, the Class A-4 Notes and 11.12 hereofthe Class B Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Class A-1 Notes and the Class A-2b Notes will be calculated on the basis of the actual number of days in the related Interest Accrual Period and a 360-day year. The Issuing Entity will pay interest on each Class of Notes at the related Interest Rate on each Payment Date on the principal amount of the related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. Any installment of interest or principal, if any, principal payable on any a Note that is punctually paid or duly provided for by the Issuer Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.112.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.)) or WOAR or any of its Affiliates, payment will be made by wire transfer in immediately available funds to the account designated by such person or nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related applicable Final Scheduled Payment Date, as the case may be Date for such Class (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), ) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.02 that the Notes have become immediately due and payable, the Outstanding Amount of each Note Class of Notes shall be payable as provided in full on the Final Scheduled Payment Date for such Class and, to the extent of funds available therefor, in installments on the Payment Dates (if any) preceding the Final Scheduled Payment Date for such Class, in the amounts and in accordance with the priorities set forth in Section 8.02(d8.02(c), subject to Section 3.01. (c) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority 50% of the Outstanding Amount of the Controlling Securities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All In such case, principal payments on each Class of Notes shall be made pro rata to paid in accordance with the Noteholders of such Class entitled theretopriorities set forth in Section 8.02(d) or Section 8.02(e), as the case may be. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Date on which the Issuer Issuing Entity expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (cd) If the Issuer Issuing Entity defaults in a payment of interest on the Notes, the Issuer Issuing Entity shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer Issuing Entity may pay such defaulted interest to the Persons persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five Business Days prior to the next payment date. The Issuer Issuing Entity shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer Issuing Entity shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of The Notes shall accrue interest at during each Interest Accrual Period on the related basis of the actual number of days elapsed during such Interest Rate, Accrual Period and such interest shall be due and payable on each Payment Date as specified therein, subject a year assumed to Sections 3.01 and 11.12 hereofconsist of 360 days. Any installment of interest or principal, if any, principal payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date Date, by check mailed first-class class, postage prepaid prepaid, to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Global Notes have been issued pursuant to Section 2.114.02, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency Depository (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee Person and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Legal Final Scheduled Payment Date, as the case may be Maturity Date (and except for the Redemption Price Date Amount for any Note Notes called for redemption pursuant to Section 10.01), 10.01 and the Repurchase Amount for any Notes called for repurchase pursuant to Section 10.02) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 8.02(d) hereofthe Transfer and Servicing Agreement. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders with the consent of the Notes representing not less than a majority of the Outstanding Amount Required Holders have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class among the Classes of Notes shall be made in the order and priorities set forth herein and in the Transfer and Servicing Agreement, and all principal payments on the Notes of the same Class shall be made pro rata to the Noteholders of such Class entitled theretoClass. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement10.04. (c) If For so long as the Issuer defaults in a payment Notes of interest any Class are listed on the NotesIrish Stock Exchange and the rules of such exchange shall so require, the Issuer shall pay defaulted interest will have a paying agent and transfer agent for such securities in Ireland, and payments on and transfers or exchanges of interests in such Notes (plus interest including partial interests therein) may be effected through such paying and transfer agent (or any other paying and transfer agent); provided that all transfers and exchanges must be effected in accordance with this Indenture. In addition, for so long as the Notes of any Class are listed on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date Irish Stock Exchange and the amount rules of defaulted interest to be paidsuch exchange shall so require, in the case of a transfer or exchange of a physical instrument representing such security, a holder thereof may obtain a new physical instrument from the Paying Agent in Ireland in accordance with this Indenture.

Payment of Principal and Interest; Defaulted Interest. (a) Each On each Payment Date from amounts on deposit in the Payment Account (other than amounts deposited in the nature of prepayment charges), the Paying Agent shall pay to the Noteholders, the Certificate Paying Agent, on behalf of the Certificateholders, and to other Persons the amounts to which they are entitled, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, as set forth below in the following order of priority: (i) first, to the Class A Noteholders and the Variable Funding Noteholders, the Interest Distribution Amount for the Class A Notes and the Variable Funding Notes for such Payment Date, on a pro rata basis in accordance with their respective Interest Distribution Amounts; (ii) second, to the Class A Noteholders and the Variable Funding Noteholders, as principal on the Class A Notes and Variable Funding Notes, the Principal Collection Distribution Amount with respect to the Class A Notes and the Variable Funding Notes for such Payment Date, on a pro rata basis in accordance with the outstanding Security Balances thereof; (iii) third, to the Class A Noteholders and the Variable Funding Noteholders, as principal on the Class A Notes and Variable Funding Notes, on a pro rata basis in accordance with the outstanding Security Balances thereof, the Liquidation Loss Distribution Amount for such Payment Date; (iv) fourth, to the Credit Enhancer, the amount of the premium for the Policy and any previously unpaid premiums for the Policy, with interest thereon as provided in the Insurance Agreement; (v) fifth, to the Credit Enhancer, to reimburse it for prior draws made on the Policy related to payments of principal and interest on the Class A Notes shall accrue and the Variable Funding Notes with interest thereon as provided in the Insurance Agreement; (vi) sixth, to the Class A Noteholders and the Variable Funding Noteholders, as principal on the Class A Notes and the Variable Funding Notes, on a pro rata basis in accordance with the outstanding Security Balances thereof, the Overcollateralization Increase Amount, if any, for such Payment Date; (vii) seventh, to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; (viii) eighth, to the Class A Noteholders and the Variable Funding Noteholders, any Net WAC Cap Shortfalls for that Payment Date and any Net WAC Cap Shortfalls for previous Payment Dates and not previously paid (together with interest thereon at the Note Rate (as adjusted from time to time)), on a pro rata basis in accordance with the respective amounts of Net WAC Cap Shortfalls allocated to each such Class for such Payment Date and any previous Payment Dates not previously paid (with interest thereon); (ix) ninth, to pay to the holders of the Class A Notes and the Variable Funding Notes, pro rata, any Relief Act Shortfalls incurred during the related Interest RateCollection Period; and (x) tenth, any remaining amount (other than amounts in the nature of prepayment charges) to the Certificate Paying Agent on behalf of the holders of the Class SB Certificates and any amounts in the nature of prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Class SB Certificates; provided, however, in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing, then the priorities of distributions described above will be adjusted such interest shall be due and payable that payments of any required payments of principal on the Notes on each Payment Date pursuant to clause 3.05(a)(iii) above will include all Liquidation Loss Amounts for such Payment Date and for all previous Collection Periods until paid or covered in full, to the extent not otherwise covered by a Liquidation Loss Distribution Amount, a reduction of the Overcollateralization Amount on such Payment Date or a draw on the Policy (up to the outstanding Security Balance thereof). On the Final Scheduled Payment Date or other final Payment Date for the Notes, the amount to be paid pursuant to clause (iii) above shall be equal to the Security Balances of the Notes immediately prior to such Payment Date. Notwithstanding anything herein to the contrary, if the final Payment Date is a date on which the Master Servicer has exercised its right to purchase all of the Home Equity Loans pursuant to Section 8.08 of the Servicing Agreement, the priorities set forth in clauses (i) through (iii) above shall be disregarded, and amounts on deposit in the Payment Account with respect to the Home Equity Loans will be applied first, to pay the Interest Distribution Amount for the Class A Notes and Variable Funding Notes, on a pro rata basis in accordance with their respective Interest Distribution Amounts; and second, to pay principal on the Class A Notes and Variable Funding Notes on a pro rata basis in accordance with their respective Security Balances, until the Security Balances thereof have been reduced to zero and then in accordance with the priorities set forth in clauses (iv) through (x) above. (b) Relief Act Shortfalls on the Home Equity Loans will be allocated to the Class A Notes and Variable Funding Notes on a pro rata basis in accordance with the amount of accrued interest payable on that Class for such Payment Date, absent such reductions. (c) On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholders. The amounts paid to Noteholders shall be paid in respect of the Term Notes or Variable Funding Notes, as specified thereinthe case may be, subject in accordance with the applicable percentage as set forth in paragraph (d) below. Interest will accrue on the Notes during an Interest Period, on the basis of the actual number of days in such Interest Period and a year assumed to Sections 3.01 and 11.12 hereofconsist of 360 days. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall shall, if such Holder holds Notes of an aggregate initial Security Balance or notional amount of at least $1,000,000, be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check mailed first-class postage prepaid to such Person’s Noteholder mailed to such Holder's address as it appears on in the Note Register the amount required to be distributed to such Holder on such Record Date, except that, unless Definitive Notes have been issued Payment Date pursuant to Section 2.11such Holder's Securities; provided, with respect however, that the Indenture Trustee shall not pay to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee Holders any amount required to be Cede & Co.), withheld from a payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on Holder by the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03Code. (bd) The principal Principal of each Note shall be payable as provided in Section 8.02(d) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable in full on the manner Final Scheduled Payment Date for such Note as provided in Section 5.02the related form of Note set forth in Exhibits A-1 and A-2. All principal payments on each Class of the Term Notes and Variable Funding Notes shall be made pro rata in accordance with the priorities set forth in paragraphs (a) and (b) above to the Noteholders of such Class entitled theretothereto in accordance with the related Percentage Interests represented thereby. The Upon written notice to the Indenture Trustee by the Issuer, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Final Scheduled Payment Date on which the Issuer expects that the or other final installment of principal of and interest on such Note will be paidPayment Date. Such notice shall be mailed or transmitted by facsimile no later than five Business Days prior to such Final Scheduled Payment Date or other final Payment Date and shall specify that payment of the principal amount and any interest due with respect to such Note at the Final Scheduled Payment Date or other final installment Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreementpayment. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class On each Payment Date from amounts on deposit in the Payment Account after making (x) any deposit to the Funding Account pursuant to Section 8.02(b) and (y) any deposits to the Payment Account pursuant to Section 8.02(c)(ii) and Section 8.02(c)(i)(2), the Indenture Trustee, on behalf of Notes the Issuer shall accrue pay to the Noteholders and the Certificate Paying Agent, on behalf of the Issuer shall pay to the Certificateholders and the Certificate Paying Agent, on behalf of the Issuer shall pay to the holders of the Residual Ownership Interest, and the Indenture Trustee, in its capacity as agent for the Issuer shall pay to other Persons, the amounts to which they are entitled as set forth below: (i) The sum of (x) to the Noteholders the sum of (a) one month's interest at the related Interest RateNote Rate on the Security Balances of Notes immediately prior to such Payment Date and (b) any previously accrued and unpaid interest for prior Payment Dates and (y) to the Certificateholders, the Certificate Distribution Amount for such Payment Date; (ii) [if such Payment Date is after the Funding Period, to the Noteholders and the Certificateholders as the case may be,] as principal on the Term Notes[, Variable Funding Notes,] and the Certificates, the applicable Security Percentage of the Principal Collection Distribution Amount [and if such Payment Date is the first Payment Date following the end of the Funding Period (if ending due to an Amortization Event) or the Payment Date on which the Funding Period ends, to the Noteholders and Certificateholders as principal on the Term Notes, Variable Funding Notes, and Certificates the applicable Security Percentage of the amount deposited from the Funding Account in respect of Security Principal Collections]; (iii) to the Noteholders and the Certificateholders, as the case may be, as principal on the Term Notes[, Variable Funding Notes] and the Certificates, pro rata, based on the Security Balances from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Liquidation Loss Amounts for the related Collection Period; (iv) to the Noteholders and the Certificateholders, as the case may be, as principal on the Term Notes[, Variable Funding Notes] and the Certificates, pro rata, based on the Security Balances from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Carryover Loss Amounts; (v) to the Credit Enhancer, in the amount of the premium for the Credit Enhancement Instrument [and for any Additional Credit Enhancement Instrument]; (vi) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument [and on any Additional Credit Enhancement Instrument] (with interest thereon as provided in the Insurance Agreement); (vii) to the Noteholders and the Certificateholders, as the case may be, as principal on the Term Notes[, Variable Funding Notes] and the Certificates, pro rata, based on the Security Balances from Security Interest Collections, up to the Accelerated Principal Distribution Amount for such Payment Date (such amount, if any, paid pursuant to this clause (vii) being referred to herein as the "Accelerated Principal Payment Amount"); (viii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; (ix) [Reserved]; (x) to reimburse the Administrator for expenditures made on behalf of the Issuer with respect to the performance of its duties under the Indenture; and (xi) any remaining amounts to the holders of the Residual Ownership Interest as described in Section 5.01 of the Trust Agreement; provided, however, in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing then the priorities of distributions described above will be adjusted such that payments of the Certificate Distribution Amount and all other amounts to be paid in respect of principal on the Certificates will not be paid until the full amount of interest and principal in accordance with clauses (i)(x) and (ii) through (iv) above that are due on the Notes on such Payment Date have been paid and provided, further, that on the Final Scheduled Payment Date or other final Payment Date, the amount to be paid pursuant to clause (ii) above shall be due equal to the Security Balances of the Securities immediately prior to such Payment Date. The amounts paid to Noteholders shall be paid to each Class in accordance with the Class Percentage as set forth in paragraph (b) below. Interest will accrue on the Notes during an Interest Period on the basis of the actual number of days in such Interest Period and payable on each Payment Date as specified therein, subject a year assumed to Sections 3.01 and 11.12 hereofconsist of 360 days. Any installment of interest or principal, if any, payable on any Note or Certificate that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall shall, if such Holder holds Notes or Certificates other than the Designated Certificate of an aggregate initial Principal Balance of at least $[___________] be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check mailed first-class postage prepaid to such Person’s Noteholder mailed to such Holder's address as it appears on in the Note Register the amount required to be distributed to such Holder on such Record Date, except that, unless Definitive Notes have been issued Payment Date pursuant to Section 2.11such Holder's Securities; provided, with respect however, that the Indenture Trustee shall not pay to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee Holders any amount required to be Cede & Co.), withheld from a payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on Holder by the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03Code. (b) The principal of each Note shall be payable as provided in Section 8.02(d) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable in full on the manner Final Scheduled Payment Date for such Note as provided in Section 5.02the related form of Note set forth in Exhibits A-1 [and A-2]. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled theretothereto in accordance with the Percentage Interests represented by such Notes. The Upon notice to the Indenture Trustee by the Issuer, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Final Scheduled Payment Date on which the Issuer expects that the or other final installment of principal of and interest on such Note will be paidPayment Date. Such notice shall be mailed or transmitted by facsimile no later than five Business Days prior to such Final Scheduled Payment Date or other final Payment Date and shall specify that payment of the principal amount and any interest due with respect to such Note at the Final Scheduled Payment Date or other final installment Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreementpayment. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest at the related Interest Rate, and such interest shall be due and payable on each Payment Date as specified therein, subject to Sections 3.01 and 11.12 hereof. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class class, postage prepaid prepaid, to such Person’s address as it appears on the Note Register on such Record Date or by wire transfer of immediately available funds to a U.S. dollar account maintained by such Person; provided, that the wiring instructions have been received by the Indenture Trustee on or before the related Record Date, except that. However, unless Definitive Notes have been issued pursuant to Section 2.11issued, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for or, if a wire transfer cannot be effected, by a U.S. dollar check mailed to the Clearing Agency or its nominee. Notwithstanding the above, the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which 10.1) shall be payable as provided belowin clause (b)(ii). The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.036.16. (bi) The principal of each Note shall be payable as provided in installments on each Payment Date in accordance with, and in the amounts determined pursuant to, Section 8.02(d8.3. (ii) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes Outstanding Principal Balance shall be due and payable, if not previously paid, on the related Final Payment Date or payable on: (A) the date on which an Event of Default shall have occurred and be continuing, continuing if the Indenture Trustee or Holders of the Notes Noteholders representing not less than a majority of the Outstanding Amount Principal Balance of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All 5.2, and (B) if any Note remains Outstanding, the Maturity Date for such Note. (iii) Except as otherwise provided in Section 5.2, no part of the principal payments on each Class of Notes any Note shall be made pro rata paid prior to the Noteholders Payment Date on which such principal is due in accordance with the preceding provisions of such Class entitled thereto. this Section 2.7, except that the Issuer may redeem the Notes in their entirety in accordance with Section 10.1. (iv) The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the last day of the calendar month preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile no later than five (5) days prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (v) All reductions in the principal amount of a Note effected by payments of installments of principal made on any Payment Date shall be binding upon all holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefore or in lieu thereof, whether or not such payment is noted on such Note. Notices in connection with redemptions of All payments on the Notes shall be mailed made without any requirement of presentment but each holder of any Note shall be deemed to Noteholders as provided in Section 10.02. In additionagree, by its acceptance of the Administrator shall notify each Rating Agency upon same, to surrender such Note at the Corporate Trust Office against payment of the final payment installment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreementsuch Note. (ci) For each Payment Date, the interest due and payable with respect to the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes will be the interest that has accrued on the respective Notes in the related Interest Accrual Period, at the applicable Interest Rate applied to the then Outstanding Principal Balances of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and the Class B Notes, respectively, on the preceding Payment Date subject to Section 3.1. With respect to the Class A-1 Notes, the interest will be calculated on the basis of the actual number of days in the applicable Interest Accrual Period and a 360 day year. With respect to the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, interest will be calculated on the basis of twelve (12) thirty (30) day months in the applicable Interest Accrual Period and a 360 day year. (ii) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay pay, in any lawful manner, defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate interest rate from the Payment Date for which such payment is in any lawful mannerdefault. The Issuer may shall pay such defaulted interest on a subsequent special payment date declared by the Issuer to the Persons who are Noteholders on a subsequent special record date, which special record date shall be at least 5 five (5) Business Days prior to the next special payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at At least 15 fifteen (15) days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the special payment date and the amount of defaulted interest to be paid. (d) All payments made with respect to any Note shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts and shall be applied first to the interest then due and payable on such Notes and then to the principal thereof.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest at the related Interest Rate, and such interest shall be due and payable on each Payment Date as specified therein, subject to Sections 3.01 and 11.12 hereofSection 3.01. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer transfer, if such Person is either DTC or its nominee or if such Person provides written instructions to the Indenture Trustee at least ten days prior to the Payment Date, otherwise by check, in immediately available funds to the account designated by such nominee Person and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled final Payment Date, as the case may be (and except for the Redemption Price Date Amount for any Note called for redemption pursuant to Section 10.0110.01(a)), which shall be payable as provided below; provided, however, that if Definitive Notes are made available under Section 2.11, payments may be made to such Persons by either wire transfer or check. The Any funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable on each Payment Date to the extent provided herein, including as provided in Section 8.02(d) hereofthe form of the related Note set forth as an Exhibit hereto. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if unless the Indenture Trustee or Required Holders have waived such Event of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable Default in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date any Payment Date in the manner and to the extent provided in the Transfer and Servicing Agreement. (d) All payments to be made by the Issuer under this Indenture shall be at least 5 Business Days prior made only from the income and proceeds from the Collateral and only to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, extent that the Issuer shall mail have sufficient income or proceeds from the Collateral to each Noteholder a notice that states enable the special record date, Issuer to make payments in accordance with the payment date and the amount of defaulted interest to be paidterms hereof.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest at the related Interest Rate, and such interest shall be due and payable on each Payment Date as specified therein, subject to Sections 3.01 and 11.12 hereof. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class class, postage prepaid prepaid, to such Person’s address as it appears on the Note Register on such Record Date or by wire transfer of immediately available funds to a U.S. dollar account maintained by such Person; provided, that the wiring instructions have been received by the Indenture Trustee on or before the related Record Date, except that. However, unless Definitive Notes have been issued pursuant to Section 2.11issued, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for or, if a wire transfer cannot be effected, by a U.S. dollar check mailed to the Clearing Agency or its nominee. Notwithstanding the above, the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which 10.1) shall be payable as provided belowin clause (b)(ii). The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.036.16. (bi) The principal of each Note shall be payable as provided in installments on each Payment Date in accordance with, and in the amounts determined pursuant to, Section 8.02(d8.3. (ii) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes Outstanding Principal Balance shall be due and payable, if not previously paid, on the related Final Payment Date or payable on: (A) the date on which an Event of Default shall have occurred and be continuing, continuing if the Indenture Trustee or Holders of the Notes Noteholders representing not less than a majority of the Outstanding Amount Principal Balance of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All 5.2, and (B) if any Note remains Outstanding, the Maturity Date for such Note. (iii) Except as otherwise provided in Section 5.2, no part of the principal payments on each Class of Notes any Note shall be made pro rata paid prior to the Noteholders Payment Date on which such principal is due in accordance with the preceding provisions of such Class entitled thereto. this Section 2.7, except that the Issuer may redeem the Notes in their entirety in accordance with Section 10.1. (iv) The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the last day of the calendar month preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile no later than five (5) days prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (v) All reductions in the principal amount of a Note effected by payments of installments of principal made on any Payment Date shall be binding upon all holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefore or in lieu thereof, whether or not such payment is noted on such Note. Notices in connection with redemptions of All payments on the Notes shall be mailed made without any requirement of presentment but each holder of any Note shall be deemed to Noteholders as provided in Section 10.02. In additionagree, by its acceptance of the Administrator shall notify each Rating Agency upon same, to surrender such Note at the Corporate Trust Office against payment of the final payment installment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreementsuch Note. (ci) For each Payment Date, the interest due and payable with respect to the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes will be the interest that has accrued on the respective Notes in the related Interest Accrual Period, at the applicable Interest Rate applied to the then Outstanding Principal Balances of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and the Class B Notes, respectively, on the preceding Payment Date subject to Section 3.1. With respect to the Class A-1 Notes, the interest will be calculated on the basis of the actual number of days in the applicable Interest Accrual Period based on a 30-day month and a 360 day year. With respect to the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, interest will be calculated on the basis of twelve (12) thirty (30) day months in the applicable Interest Accrual Period and a 360 day year. (ii) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay pay, in any lawful manner, defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate interest rate from the Payment Date for which such payment is in any lawful mannerdefault. The Issuer may shall pay such defaulted interest on a subsequent special payment date declared by the Issuer to the Persons who are Noteholders on a subsequent special record date, which special record date shall be at least 5 five (5) Business Days prior to the next special payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at At least 15 fifteen (15) days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the special payment date and the amount of defaulted interest to be paid. (d) All payments made with respect to any Note shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts and shall be applied first to the interest then due and payable on such Notes and then to the principal thereof.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest at the related Interest Rate, and such interest shall be due and payable on each Payment Distribution Date as specified thereinin Article Five of the Sale and Servicing Agreement and in the form of the related Note set forth as an Exhibit hereto, subject to Sections 3.01 and 11.12 hereofSection 3.01. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date Date, by check mailed first-class class, postage prepaid to such Person’s 's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Distribution Date, a Redemption Date or on the related Final Scheduled Payment Distribution Date, as the case may be (and except for be, which, in the Redemption Price for any Note called for case of the payment of a redemption pursuant to Section 10.0110.01(a), which shall be payable pursuant to Section 9.01(e) of the Sale and Servicing Agreement, and in each other case shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The Subject to Section 2.07(c), the principal of each Note shall be payable as on each Distribution Date to the extent provided in Section 8.02(d) hereof. Notwithstanding the foregoing, the entire unpaid principal amount Article Five of the Notes shall be due Sale and payable, if not previously paid, on Servicing Agreement and in the form of the related Final Payment Date or the date on which Note set forth as an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled theretoExhibit hereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed within five Business Days of such Distribution Date (or, in the case of Notes registered in the name of Cede & Co., as nominee of DTC, such notice shall be provided within one Business Day of such Distribution Date) or transmitted by facsimile prior receipt of notice of termination of the Issuer pursuant to such final Payment Date Section 9.01(c) of the Trust Agreement and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each the Rating Agency Agencies upon the final payment of interest and principal of each Class of Notes, and upon the termination of the TrustIssuer, in each case pursuant to Section 1.02(a)(iii1(a)(i) of the Administration Agreement. The entire principal amount of a Class of Notes will be due and payable, if not previously paid, on the related Final Scheduled Distribution Date. (c) Notwithstanding the foregoing, the entire unpaid interest on and principal amount of the Notes shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing, if the Trustee or the Holders of Notes representing not less than a majority of the Outstanding Amount of the Notes of the Controlling Class have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. Following such declaration of acceleration, on each Distribution Date or a payment date described in Section 5.06(b), all amounts on deposit in the Collection Account, the Note Distribution Account, the Spread Account or collected by the Trustee pursuant to Article Five shall be paid in the following amounts and order of priority: (i) first, to the Master Servicer, the Servicing Fee, including any unpaid Servicing Fees with respect to one or more prior Collection Periods; (ii) second, to the Trustee, any accrued and unpaid fees and expenses payable to the Trustee and to the Owner Trustee, any accrued and unpaid fees and expenses payable to the Owner Trustee, in each case to the extent such fees and expenses have not been previously paid by the Master Servicer; (iii) third, to Noteholders of the Class A Notes, the Interest Distributable Amount for each class of Class A Notes pro rata in proportion to their respective Interest Distributable Amounts, without preference or priority of any kind; (A) fourth, if an Event of Default described in Section 5.01(i), (ii), (iv) or (v) has occurred and is continuing, in the following order of priority: (1) to the Holders of the Class A-1 Notes, the outstanding principal amount of the Class A-1 Notes as of such Distribution Date (prior to giving effect to any payment of principal on such date) in reduction of principal until the principal amount of the Class A-1 Notes has been paid in full; (2) to the Holders of each of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the outstanding principal amount of each of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, respectively, pro rata in proportion to their respective outstanding principal amounts as of such Distribution Date (prior to giving effect to any payment of principal on such date) in reduction of principal until the principal amount of each of such Classes has been paid in full; (3) to the Holders of the Class B Notes, the Interest Distributable Amount for the Class B Notes; (4) to the Holders of the Class B Notes, the outstanding principal amount of the Class B Notes as of such Distribution Date (prior to giving effect to any payment of principal on such date) in reduction of principal until the principal amount of the Class B Notes has been paid in full; (5) to the Holders of the Class C Notes, the Interest Distributable Amount for the Class C Notes; (6) to the Holders of the Class C Notes, the outstanding principal amount of the Class C Notes as of such Distribution Date (prior to giving effect to any payment of principal on such date) in reduction of principal until the principal amount of the Class C Notes has been paid in full; (7) to the Holders of the Class D Notes, the Interest Distributable Amount for the Class D Notes; and (8) to the Holders of the Class D Notes, the outstanding principal amount of the Class D Notes as of such Distribution Date (prior to giving effect to any payment of principal on such date) in reduction of principal until the principal amount of the Class D Notes has been paid in full; or (B) fourth, if an Event of Default described in Section 5.01(iii) has occurred and is continuing, in the following order of priority: (1) to the Holders of the Class B Notes, the Interest Distributable Amount for the Class B Notes; (2) to the Holders of the Class C Notes, the Interest Distributable Amount for the Class C Notes; (3) to the Holders of the Class D Notes, the Interest Distributable Amount for the Class D Notes; (4) to the Holders of the Class A-1 Notes, the outstanding principal amount of the Class A-1 Notes as of such Distribution Date (prior to giving effect to any payment of principal on such date) in reduction of principal until the principal amount of the Class A-1 Notes has been paid in full; (5) to the Holders of each of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the outstanding principal amount of each of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, respectively, pro rata in proportion to their respective outstanding principal amounts as of such Distribution Date (prior to giving effect to any payment of principal on such date) in reduction of principal until the principal amount of each of such Classes has been paid in full; (6) to the Holders of the Class B Notes, the outstanding principal amount of the Class B Notes as of such Distribution Date (prior to giving effect to any payment of principal on such date) in reduction of principal until the principal amount of the Class B Notes has been paid in full; (7) to the Holders of the Class C Notes, the outstanding principal amount of the Class C Notes as of such Distribution Date (prior to giving effect to any payment of principal on such date) in reduction of principal until the principal amount of the Class C Notes has been paid in full; and (8) to the Holders of the Class D Notes, the outstanding principal amount of the Class D Notes as of such Distribution Date (prior to giving effect to any payment of principal on such date) in reduction of principal until the principal amount of the Class D Notes has been paid in full; (iv) fifth, to WFSRC3, until it has received full repayment of the Spread Account Initial Deposit; and (v) sixth, to Certificate Distribution Account for distribution to the Holders of the Certificates in accordance with Section 5.02 of the Trust Agreement, any remaining amounts. (d) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five Business Days prior to the next related payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to the Trustee and each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest at the related Interest Rate, and such interest shall be due and payable on each Payment Date as specified thereinin accordance with the terms of the Pooling and Servicing Agreement, subject to Sections 3.01 and 11.12 hereofSection 3.01. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date Date, by check mailed first-class class, postage prepaid to such Person’s address as it appears on the Note Register on such Record Date; provided, except however, that, unless and until Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the applicable Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will shall be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03nominee. (b) The principal of each Note shall be payable as provided on each Payment Date in Section 8.02(d) hereofaccordance with the terms of the Pooling and Servicing Agreement. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, paid on the related Final Payment Date or Date, following the date on which an Event of Default shall have occurred and be continuing, if continuing in accordance with the Indenture Trustee or Holders terms of the Notes representing not less than a majority Pooling and Servicing Agreement, unless the Required Holders have waived such Event of the Outstanding Amount have declared the Notes to be immediately due and payable Default in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall shall, to the extent practicable, notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior within five Business Days of receipt of notice of termination of the Trust pursuant to such final Payment Date Section 9.01(c) of the Trust Agreement and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful mannerto the extent lawful. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date any Payment Date in the manner and to the extent provided in the Pooling and Servicing Agreement. (d) All payments to be made by the Issuer under this Indenture shall be at least 5 Business Days prior made only from the income and proceeds from the Collateral and only to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, extent that the Issuer shall mail have sufficient income or proceeds from the Collateral to each Noteholder a notice that states enable the special record dateIssuer to make payments in accordance with the terms hereof. The Indenture Trustee is not personally liable for any amounts payable under this Indenture, the payment date and the amount of defaulted interest to be paidexcept as expressly provided herein.

Payment of Principal and Interest; Defaulted Interest. (a) Each The Class of A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class B Notes, the Class C Notes and the Class D Notes shall accrue interest at during the related Interest Accrual Period at the Class A-1 Interest Rate, the Class A-2 Interest Rate, the Class A-3 Interest Rate, the Class B Interest Rate, the Class C Interest Rate and the Class D Interest Rate, respectively, and such interest shall be due and payable on each Payment Date in accordance with the priorities set forth in Section 8.02(c) and (d), as specified thereinapplicable, subject to Sections 3.01 Section 3.01. The Class E Notes will not bear an Interest Rate, and 11.12 hereofwill not accrue interest during any Interest Accrual Period, and therefore, no interest will be payable with respect to such Notes. Interest on the Class A-2 Notes, the Class A-3 Notes, the Class B Notes, the Class C Notes and the Class D Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Class A-1 Notes will be calculated on the basis of the actual number of days in the related Interest Accrual Period and a 360-day year. The Issuing Entity will pay interest on each applicable Class of Notes at the related Interest Rate on each Payment Date on the principal amount of the related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. Any installment of interest or principal, if any, principal payable on any a Note that is punctually paid or duly provided for by the Issuer Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid or wire transfer to such Person’s address or designated account as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.112.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.)) or WOAR or any of its Affiliates, payment will be made by wire transfer in immediately available funds to the account designated by such person or nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related applicable Final Scheduled Payment Date, as the case may be Date for such Class (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), ) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.02 that the Notes have become immediately due and payable, the Outstanding Amount of each Note Class of Notes shall be payable as provided in full on the Final Scheduled Payment Date for such Class and, to the extent of funds available therefor, in installments on the Payment Dates (if any) preceding the Final Scheduled Payment Date for such Class, in the amounts and in accordance with the priorities set forth in Section 8.02(d8.02(c), subject to Section 3.01. (c) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than at least a majority of the Outstanding Amount of the Controlling Securities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All In such case, principal payments on each Class of Notes shall be made pro rata to paid in accordance with the Noteholders of such Class entitled theretopriorities set forth in Section 8.02(d). The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Date on which the Issuer Issuing Entity expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (cd) If the Issuer Issuing Entity defaults in a payment of interest on the Notes, the Issuer Issuing Entity shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer Issuing Entity may pay such defaulted interest to the Persons persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five Business Days prior to the next payment date. The Issuer Issuing Entity shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer Issuing Entity shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of The A-1 Notes, A-2a Notes, A-2b Notes, A-3 Notes and A-4 Notes shall accrue interest at the related Interest A-1 Note Rate, the A-2a Note Rate, the A-2b Note Rate, the A-3 Note Rate and the A-4 Note Rate, respectively, and such interest shall be due and payable on each Payment Date as specified thereinDate, subject to Sections 3.01 and 11.12 hereofSection 3.1. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid wire transfer in immediately available funds to the account designated by such Person’s address as it appears on the Note Register on such Record Date, except that, unless . Unless Definitive Notes have been issued pursuant to Section 2.11issued, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for nominee. Notwithstanding the above, the final installment of principal payable with respect to such any Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.0110.1(a), which ) shall be payable as provided belowin clause (b)(ii). The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.033.3. (bi) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 8.02(d) hereofthis Indenture, and except as provided below each such installment shall be due and payable only to the extent that there are funds available to make the payment in accordance with the Basic Documents. Notwithstanding the foregoing, : (A) the entire unpaid principal amount Outstanding Amount of each Class of Notes shall be due and payable on the related Class Final Scheduled Maturity Date, and (B) the entire Outstanding Amount of all Classes of Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the any date on which an Event of Default shall have occurred and be continuing, continuing if the Indenture Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.025.2, and such Notes shall be paid in accordance with, and in the priority and sequence set forth in, Section 8.2(e). All principal payments on each Class of the A-1 Notes shall be made pro rata to the Noteholders of such Class entitled theretothe A-1 Notes. All principal payments on the A-2 Notes shall be made pro rata to the Noteholders of the A-2 Notes. All principal payments on the A-3 Notes shall be made pro rata to the Noteholders of the A-3 Notes. All principal payments on the A-4 Notes shall be made pro rata to the Noteholders of the A-4 Notes. (ii) The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Date on which the Issuer Issuing Entity expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile no later than five Business Days prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement10.2. (c) If the Issuer Issuing Entity defaults in a payment of interest on the Notes, the Issuer Issuing Entity shall pay pay, in any lawful manner, defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate interest rate from the Payment Date for which such payment is in any lawful mannerdefault. The Issuer Issuing Entity may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five Business Days prior to the next special payment date. The Issuer Issuing Entity shall fix or cause to be fixed any such special record date and related special payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the special payment date and the amount of defaulted interest to be paid. (d) The interest rate for the Class A-2b Notes will vary with the related Benchmark, which initially will be 30-Day Average SOFR. The 30-Day Average SOFR rate will be obtained by the Paying Agent for each Interest Period by referring to the FRBNY’s website at 3:00 p.m. (New York time) on the SOFR Determination Date. On each SOFR Determination Date, the Paying Agent shall notify the Servicer, the Administrator, the Issuing Entity and the Indenture Trustee by e-mail of 30-Day Average SOFR for the related Interest Period and the Administrator shall use the information in such e-mail to calculate the Class A-2b Note Interest Rate for the related Interest Period. If a published 30-Day Average SOFR rate is unavailable on a SOFR Determination Date and a Benchmark Transition Event has not occurred with respect to 30-Day Average SOFR, the Class A-2b Notes will bear interest at a rate based on 30-Day Average SOFR for the first preceding SOFR Determination Date for which such rate was published on the FRBNY’s Website. This rate will remain in effect until (i) the next succeeding SOFR Determination Date on which 30-Day Average SOFR can be calculated, if any, or (ii) the Administrator adopts an alternative Benchmark. All determinations of 30-Day Average SOFR and any calculations of interest of the Class A-2b Notes by the Administrator, in the absence of manifest error, shall be conclusive and binding on the Servicer, the Issuing Entity, the Indenture Trustee, the Trustee, the Paying Agent, the Noteholders and the Note Owners for all purposes. The Administrator, in its sole discretion, will have the right to make any applicable SOFR Adjustment Conforming Changes. No Noteholder or Note Owner will have any right to approve or disapprove of these changes or determinations. Any determination, decision or election that may be made by the Administrator or any other person in connection with any SOFR Adjustment Conforming Change, including, but not limited to, any determination with respect to administrative feasibility (whether due to technical, administrative or operational issues) or an adjustment, and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the Administrator’s sole discretion, and will become effective without the consent of any other person (including any Noteholder or Note Owner). None of the Issuing Entity, the Trustee, the Indenture Trustee, the Paying Agent, the Administrator, the Sponsor, the Depositor or the Servicer will have any liability for any action or inaction taken or refrained from being taken by it or the Administrator with respect to any SOFR Adjustment Conforming Changes or any other matters related to or arising in connection with the foregoing. Each Noteholder and each Note Owner, by its acceptance of a Note or a beneficial interest in a Note, will be deemed to waive and release any and all claims against the Issuing Entity, the Trustee, the Indenture Trustee, the Paying Agent, the Administrator, the Sponsor, the Depositor and the Servicer relating to any such determinations. (e) If the Administrator determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any determination of the Benchmark on any date, the Unadjusted Benchmark Replacement determined by the Administrator shall replace the then-current Benchmark for all purposes relating to the Class A-2b Notes in respect of such determination on such date and all such determinations on all subsequent dates (unless and until a subsequent Benchmark Transition Event and its related Benchmark Replacement Date occurs). The Administrator shall deliver written notice to each Rating Agency and to the Paying Agent and the Indenture Trustee on any SOFR Determination Date if, as of the applicable Reference Time, the Administrator has determined that, with respect to the related Interest Period, there will be a change in the applicable Benchmark, or the terms related thereto since the immediately preceding SOFR Determination Date due to a determination by the Administrator that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred. Upon receipt of such written notice, the Paying Agent shall obtain the alternative Benchmark determined by the Administrator from the published source at the time determined by the Administrator (after the Administrator has given effect to any Benchmark Replacement Conforming Changes) as provided for in such written notice and shall notify the Servicer, the Issuing Entity, the Administrator, the Trustee and the Indenture Trustee by e-mail of the alternative of the alternative Benchmark and, using the information in such e-mail, the Administrator shall calculate the Class A-2b Interest Rate using the alternative Benchmark and giving effect to any Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrator shall have the right to make Benchmark Replacement Conforming Changes from time to time. Any determination, decision or election that may be made by the Administrator pursuant to this Section 2.7(e) (or pursuant to any capitalized term used in this Section 2.7(e) or in any such capitalized term), including any determination with respect to administrative feasibility (whether due to technical, administrative or operational issues), a tenor, a rate or an adjustment or the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the Administrator’s sole discretion, and, notwithstanding anything to the contrary in the Basic Documents, will become effective without the consent of any other person (including any Noteholder or Note Owner). No Noteholder or Note Owner will have any right to approve or disapprove of these changes or determinations and, by its acceptance of a Note or a beneficial interest therein, will be deemed to have waived and released any and all claims against any transaction party relating to any such changes or determinations. Notwithstanding anything to the contrary in the Basic Documents, none of the Issuing Entity, the Trustee, the Indenture Trustee, the Paying Agent, the Administrator, the Sponsor, the Depositor or the Servicer will have any liability for any action or inaction taken or refrained from being taken by it or the Administrator with respect to any Benchmark, Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes or any other matters related to or arising in connection with the foregoing. Each Noteholder and each Note Owner, by its acceptance of a Note or a beneficial interest in a Note, will be deemed to waive and release any and all claims against the Issuing Entity, the Trustee, the Indenture Trustee, the Paying Agent, the Administrator, the Sponsor, the Depositor and the Servicer relating to any such determinations. (f) None of the Indenture Trustee, the Paying Agent or the Trustee shall be under any obligation (i) to monitor, determine or verify the unavailability or cessation of 30-Day Average SOFR (or any other Benchmark), or whether or when there has occurred, or to give notice to any other party to any Basic Document of the occurrence of, any Benchmark Transition Event or related Benchmark Replacement Date, (ii) to select, determine or designate any Benchmark Replacement, or other successor or replacement Benchmark index, or to determine whether any conditions to the designation of such a rate or index have been satisfied, (iii) to select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (iv) to determine whether or what SOFR Adjustment Conforming Changes or Benchmark Replacement Conforming Changes are appropriate in connection with any of the foregoing, including, but not limited to, as to any spread adjustment thereon, the business day convention, interest determination dates or any other relevant methodology applicable to such substitute or successor benchmark. In connection with the foregoing, each of the Indenture Trustee, the Paying Agent and the Trustee shall be entitled to conclusively rely on any determinations made by the Administrator without independent investigation, and none will have any liability for actions taken at the Administrator’s direction in connection therewith. None of the Indenture Trustee, the Paying Agent or the Trustee shall be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Indenture or any other Basic Document as a result of the unavailability of SOFR or any applicable Benchmark Replacement, including as a result of any failure, inability, delay, error or inaccuracy on the part of any other party to any Basic Document in providing any direction, instruction, notice or information required or contemplated by the terms of this Indenture or any other Basic Document and reasonably required for the performance of such duties. None of the Indenture Trustee, the Paying Agent or the Trustee shall be responsible or liable for the Administrator’s actions or omissions, or for any failure or delay in the performance by the Administrator, nor shall any of the Indenture Trustee, the Paying Agent or the Trustee be under any obligation to oversee or monitor the performance of the Administrator. (g) All percentages resulting from any calculation on the Class A-2b Notes will be rounded to the nearest one hundred-thousandth of a percentage point, with five-millionths of a percentage point rounded upwards (e.g., 9.8765445% (or 0.098765445) would be rounded to 9.87655% (or 0.0987655)), and all dollar amounts used in or resulting from that calculation on the Class A-2b Notes will be rounded to the nearest cent (with one-half cent being rounded upwards).

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of The Notes shall accrue interest at as provided in the related Interest Rateforms of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, set forth in Exhibits X-0, X-0, X-0 and A-4, respectively, and such interest shall be due and payable on each Payment Date as specified therein, subject to Sections 3.01 and 11.12 hereofSection 3.1. Any installment of interest or principal, if any, payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date Date, by check mailed first-class class, postage prepaid prepaid, to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.112.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be Date for such Class (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), 10.1) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.033.3. (b) The principal of each Note shall be payable on each Payment Date as provided in Section 8.02(d) hereofthe forms of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, set forth in Exhibits X-0, X-0, X-0 and A-4, respectively. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All 5.2 and, in such event, all principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement10.2. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay such defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Note Interest Rate in any lawful manneron the Payment Date following such default. The Issuer may shall pay such defaulted interest to the Persons who are Noteholders Holders of Notes on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any Record Date for such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paidfollowing Payment Date.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of The A-1 Notes, A-2 Notes, A-3 Notes and A-4 Notes shall accrue interest at the related Interest A-1 Note Rate, the A-2 Note Rate, the A-3 Note Rate and the A-4 Note Rate, respectively, and such interest shall be due and payable on each Payment Date as specified thereinDate, subject to Sections 3.01 and 11.12 hereofSection 3.1. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid wire transfer in immediately available funds to the account designated by such Person’s address as it appears on the Note Register on such Record Date, except that, unless . Unless Definitive Notes have been issued pursuant to Section 2.11issued, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for nominee. Notwithstanding the above, the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.0110.1(a), which ) shall be payable as provided belowin clause (b)(ii). The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.033.3. (bi) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 8.02(d) hereofthis Indenture, and except as provided below each such installment shall be due and payable only to the extent that there are funds available to make the payment in accordance with the Basic Documents. Notwithstanding the foregoing, : (A) the entire unpaid principal amount Outstanding Amount of each Class of Notes shall be due and payable on the related Class Final Scheduled Maturity Date, and (B) the entire Outstanding Amount of all Classes of Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the any date on which an Event of Default shall have occurred and be continuing, continuing if the Indenture Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.025.2, and such Notes shall be paid in accordance with, and in the priority and sequence set forth in, Section 8.2(e). All principal payments on each Class of the A-1 Notes shall be made pro rata to the Noteholders of such Class entitled theretothe A-1 Notes. All principal payments on the A-2 Notes shall be made pro rata to the Noteholders of the A-2 Notes. All principal payments on the A-3 Notes shall be made pro rata to the Noteholders of the A-3 Notes. All principal payments on the A-4 Notes shall be made pro rata to the Noteholders of the A-4 Notes. (ii) The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Date on which the Issuer Issuing Entity expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile no later than five Business Days prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement10.2. (c) If the Issuer Issuing Entity defaults in a payment of interest on the Notes, the Issuer Issuing Entity shall pay pay, in any lawful manner, defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate interest rate from the Payment Date for which such payment is in any lawful mannerdefault. The Issuer Issuing Entity may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 five Business Days prior to the next special payment date. The Issuer Issuing Entity shall fix or cause to be fixed any such special record date and related special payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the special payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each The Class of A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes shall accrue interest at the related Class A-1 Interest Rate, the Class A-2 Interest Rate, the Class A-3 Interest Rate and such interest shall the Class A-4 Interest Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3 and Exhibit A-4, respectively, and suxx xxxxxxxx xxxxl be due and payable on each Payment Date as specified therein, subject to Sections 3.01 and 11.12 hereofSection 3. 01. Interest on each Class of Notes, other than the Class A-1 Notes, will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Class A-1 Notes will be computed on the basis of the actual number of days in the Class A-1 Interest Accrual Period divided by 360. Any installment of interest or principal, if any, principal payable on any a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s 's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.112.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee nominee, and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled applicable class final scheduled Payment Date, as the case may be Date (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), ) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 8.02(d) hereofthe forms of the Notes set forth in Exhibits A-1, A-2, A-3 and A-4. Notwithstanding the foregoing, the entire unpaid principal unxxxx xxxxxxxxl amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement5. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class On each Payment Date from amounts on deposit in the Payment Account after making (x) any deposit to the Funding Account pursuant to Section 8.02(b) and (y) any deposits to the Payment Account pursuant to Section 8.02(c)(ii) and Section 8.02(c)(i)(2), the Indenture Trustee, on behalf of Notes the Issuer shall accrue pay to the Noteholders and the Certificate Paying Agent, on behalf of the Issuer shall pay to the Certificateholders and the Certificate Paying Agent, on behalf of the Issuer shall pay to the holders of the Residual Ownership Interest, and the Indenture Trustee, in its capacity as agent for the Issuer shall pay to other Persons, the amounts to which they are entitled as set forth below: (i) The sum of (x) to the Noteholders the sum of (a) one month's interest at the related Interest Rate, and Note Rate on the Security Balances of Notes immediately prior to such interest shall be due and payable on each Payment Date and (b) any previously accrued and unpaid interest for prior Payment Dates and (y) to the Certificateholders, the Certificate Distribution Amount for such Payment Date; (ii) as specified therein, subject to Sections 3.01 and 11.12 hereof. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer principal on the Notes and the Certificates, the applicable Payment Date shall be paid Security Percentage of the Principal Collection Distribution Amount; (iii) to the Person in whose name such Note (or one or more Predecessor Notes) is registered on Noteholders and the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment DateCertificateholders, as the case may be (be, as principal on the Notes and except the Certificates, pro rata, based on the Security Balances from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Liquidation Loss Amounts for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03.related Collection Period; (biv) The principal of each Note shall be payable as provided in Section 8.02(d) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify and the Person Certificateholders, as the case may be, as principal on the Notes and the Certificates, pro rata, based on the Security Balances from the amount remaining on deposit in whose name a Note is registered at the close of business 5 Business Days preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In additionAccount, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest up to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount Security Percentage of defaulted interest to be paid.Carryover Loss Amounts;

Payment of Principal and Interest; Defaulted Interest. (a) Each Class On each Payment Date from amounts on deposit in the Payment Account after making (x) any deposit to the Funding Account pursuant to Section 8.02(b) and (y) any deposits to the Payment Account pursuant to Section 8.02(c)(ii) and Section 8.02(c)(i)(2), the Indenture Trustee shall pay to the Noteholders, the Certificate Paying Agent, on behalf of Notes shall accrue the Certificateholders, and to other Persons the amounts to which they are entitled as set forth below: (i) To the Noteholders the sum of (a) one month's interest at the Note Interest Rate on the Security Balances of Notes immediately prior to such Payment Date and (b) any previously accrued and unpaid interest for prior Payment Dates; (ii) if such Payment Date is after the Funding Period, to the Noteholders, as principal on the Notes, the applicable Security Percentage of the Principal Collection Distribution Amount and if such Payment Date is the first Payment Date following the end of the Funding Period (if ending due to an Amortization Event) or the Payment Date on which the Funding Period ends, to the Noteholders as principal on the Notes the applicable Security Percentage of the amount deposited from the Funding Account in respect of Security Principal Collections; (iii) to the Noteholders, as principal on the Notes, from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Liquidation Loss Amounts for the related Collection Period; (iv) to the Noteholders, as principal on the Notes, from the amount remaining on deposit in the Payment Account, up to the applicable Security Percentage of Carryover Loss Amounts; (v) to the Note Insurer, in the amount of the premium for the Note Insurance Policy and for any Additional Note Insurance Policy; (vi) to the Note Insurer, to reimburse it for prior draws made on the Note Insurance Policy and on any Additional Note Insurance Policy (with interest thereon as provided in the Insurance Agreement); (vii) to the Noteholders, as principal on the Notes based on the Security Balances from Security Interest RateCollections, up to the Special Capital Distribution Amount for such Payment Date; (viii) to the Note Insurer, any other amounts owed to the Note Insurer pursuant to the Insurance Agreement; (ix) [Reserved]; (x) to reimburse the Administrator for expenditures made on behalf of the Issuer with respect to the performance of its duties under the Indenture; and (xi) any remaining amount, to the Certificate Paying Agent, on behalf of the Certificates. provided, however, in the event that on a Payment Date a Note Insurer Default shall have occurred and be continuing then the priorities of distributions described above will be adjusted such that payments of the Certificate Distribution Amount and all other amounts to be paid to the Certificate Paying Agent will not be paid until the full amount of interest and principal in accordance with clauses (i), (x) and (ii) through (iv) above that are due on the Notes on such Payment Date have been paid and provided, further, that on the Final Scheduled Payment Date or other final Payment Date, the amount to be paid pursuant to clause (ii) above shall be due and payable on equal to the Security Balances of the Securities immediately prior to such Payment Date. On each Payment Date Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholders. The amounts paid to Noteholders shall be paid to each Class in accordance with the Class Percentage as specified therein, subject set forth in paragraph (b) below. Interest will accrue on the Notes during an Interest Period on the basis of the actual number of days in such Interest Period and a year assumed to Sections 3.01 and 11.12 hereofconsist of 360 days. [Any installment of interest or principal, if any, payable on any Note or Certificate that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall shall, if such Holder holds Notes or Certificates of an aggregate initial Principal Balance of at least $_________, be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check mailed first-class postage prepaid to such Person’s Noteholder mailed to such Holder's address as it appears on in the Note Register the amount required to be distributed to such Holder on such Record Date, except that, unless Definitive Notes have been issued Payment Date pursuant to Section 2.11such Holder's Securities; provided, with respect however, that the Indenture Trustee shall not pay to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee Holders any amount required to be Cede & Co.), withheld from a payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on Holder by the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03Code.] (b) The principal of each Note shall be payable as provided in Section 8.02(d) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable in full on the manner Final Scheduled Payment Date for such Note as provided in Section 5.02. the form of Note set forth in Exhibit A. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled theretothereto in accordance with the Percentage Interests represented by such Notes. The Upon notice to the Indenture Trustee by the Issuer, the Indenture Trustee shall notify the Person in whose name a Note is registered register ed at the close of business 5 Business Days on the Record Date preceding the Final Scheduled Payment Date on which the Issuer expects that the or other final installment of principal of and interest on such Note will be paidPayment Date. Such notice shall be mailed or transmitted by facsimile no later than five Business Days prior to such Final Scheduled Payment Date or other final Payment Date and shall specify that payment of the principal amount and any interest due with respect to such Note at the Final Scheduled Payment Date or other final installment Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreementpayment. (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest at as provided in the related Interest Rateapplicable form of such Class set forth in Exhibits A-1 through A-8 respectively, and such interest accrued on each Class of Notes shall be due and payable on each Payment applicable Distribution Date as specified thereintherein and in the order set forth in Section 8.02 hereof, subject to Sections 3.01 and 11.12 hereofSection 3.01. Any installment of interest or principal, if any, with respect to each Class of Notes payable on any applicable Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class class, postage prepaid to such Person’s 's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.112.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Distribution Date or on the related applicable Note Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), Maturity Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note (other than the Class A-IO Notes) shall be payable in installments on each Distribution Date as provided in Section 8.02(d) hereofthe applicable form of Note set forth in Exhibits A-1 through A-8, respectively, to the extent the amount of funds required and available to be distributed in respect of principal on such Class of Notes pursuant to the terms of this Indenture; provided, however, the entire unpaid principal amount of each Class of Notes, other than the Class A-IO Notes, shall be due and payable on its respective Final Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes Notes, other than the Class A-IO Notes, shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be is continuing, if the Indenture Trustee or Holders of the Notes representing not less than Interested Noteholders holding a majority of the Outstanding Amount of the related Classes of Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class of Notes Class A Notes, other than the Class A-IO Notes, shall be made pro rata to the Noteholders holders of such Class of Notes entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business Days on the Record Date preceding the Payment Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note any Class of Notes, other than the Class A-IO Notes, will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Distribution Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement. (c) If the Issuer defaults in a payment of interest on any Class of the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Note Interest Rate in any lawful manner. The Issuer may shall pay such defaulted interest to the Persons persons who are Noteholders holders of such Class or Classes of Notes on a subsequent special record date, which date shall be at least 5 three Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder holder of the affected Class or Classes of Notes and the Indenture Trustee a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.