Common use of Payment of Principal and Interest Clause in Contracts

Payment of Principal and Interest. The Issuing Entity will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d), the Issuing Entity will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a Notes, to the Class A-2a Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (v) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (vi) for the benefit of the Class B Notes, to the Class B Noteholders and (vii) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. (a) The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), on each Payment Date, the Issuing Entity Issuer will cause to be distributed all amounts on deposit deposited in the Note Distribution Collection Account and allocated which represent Available Amounts for distribution to the Noteholders on a such Payment Date pursuant to the Sale and Servicing Agreement (ia) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (iib) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (ivc) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (vd) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (vie) for the benefit of the Class B Notes, to the Class B Noteholders and (viif) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d), the Issuing Entity will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (viv) for the benefit of the Class B Notes, to the Class B Noteholders and (viivi) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer and the Indenture Trustee will cause to be deposited into the Note Distribution Account amounts allocated pursuant to Section 7.05 of the Sale and Servicing Agreement, and cause to be distributed all such amounts on deposit in the Note a Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement as deposited therein (i) for the benefit of the Class A-1 Notes, to the Registered Holders of the Class A-1 NoteholdersNotes, (ii) for the benefit of the Class A-2a A-2 Notes, to the Registered Holders of the Class A-2a NoteholdersA-2 Notes, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Registered Holders of the Class A-3 NoteholdersNotes, and (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (vi) for the benefit Registered Holders of the Class B A-4 Notes, to the Class B Noteholders and (vii) for the benefit of the Class C Notes, to the Class C Noteholdersin each case as further specified herein. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder Noteholder, as the case may be, for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a Notes, to the Class A-2a Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (v) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, Noteholders and (vi) for the benefit of the Class B Notes, to the Class B Noteholders and (vii) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to in respect of the Noteholders related Collection Period on a Payment Distribution Date deposited therein pursuant to the Sale and Servicing Agreement (i) for the benefit of (i) the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (viv) for the benefit of the Class B Notes, to the Class B Noteholders and Noteholders, (viivi) for the benefit of the Class C Notes, to the Class C Noteholders and (vii) the Class D Notes, to the Class D Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject on each Payment Date and on any applicable distribution date pursuant to and in accordance with Section 8.02(d)12.05, the Issuing Entity Issuer will cause to be distributed all amounts on deposit in deposited pursuant to the Sale and Servicing Agreement or this Indenture, as applicable, into the Note Distribution Account in accordance with the priorities and allocated for distribution to the Noteholders on a Payment Date pursuant to amounts set forth herein and in the Sale and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, Noteholders and (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (vi) for the benefit of the Class B Notes, to the Class B Noteholders and (vii) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer will cause to be distributed all amounts on deposit in the Note Distribution Deposit Account (including any subaccount thereof) and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, Noteholders and (viv) for the benefit of the Class B Notes, to the Class B Noteholders and (vii) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer and the Indenture Trustee will cause to be deposited into the Note Distribution Account amounts allocated pursuant to Section 7.05 of the Sale and Servicing Agreement, and cause to be distributed all such amounts on deposit in the Note a Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement as deposited therein (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (viv) for the benefit of the Class B Notes, to the Class B Noteholders Noteholders, and (viivi) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), on each Payment Date, the Issuing Entity Issuer will cause to be distributed all amounts on deposit deposited in the Note Distribution Collection Account and allocated which represent Available Amounts for distribution to the Noteholders on a such Payment Date pursuant to the Sale and Servicing Agreement (ia) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (iib) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (ivc) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (vd) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (vie) for the benefit of the Class B Notes, to the Class B Noteholders and Noteholders, (viif) for the benefit of the Class C Notes, to the Class C Noteholders and (g) for the benefit of the Class D Notes, to the Class D Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (viv) for the benefit of the Class B Notes, to the Class B Noteholders and (viivi) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer and the Indenture Trustee will cause to be deposited into the Note Distribution Account amounts allocated pursuant to Section 7.05 of the Sale and Servicing Agreement, and cause to be distributed all such amounts on deposit in the Note a Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement as deposited therein (i) for the benefit of the Class A-1 Notes, to the Registered Holders of the Class A-1 NoteholdersNotes, (ii) for the benefit of the Class A-2a A-2 Notes, to the Registered Holders of the Class A-2a NoteholdersA-2 Notes, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Registered Holders of the Class A-3 NoteholdersNotes, and (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (vi) for the benefit Registered Holders of the Class B A-4 Notes, to the Class B Noteholders and (vii) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, Noteholders and (viv) for the benefit of the Class B Notes, to the Class B Noteholders and (vii) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this IndentureIndenture [and shall duly and punctually pay amounts, if any, owing to each Swap Counterparty in accordance with the terms of this Indenture and the related Swap Agreement]. Without limiting the foregoing, subject on each Payment Date and on any applicable distribution date pursuant to and in accordance with Section 8.02(d)12.05, the Issuing Entity Issuer will cause to be distributed all amounts on deposit in deposited pursuant to the Sale and Servicing Agreement or this Indenture, as applicable, into the Note Distribution Account in accordance with the priorities and allocated for distribution to the Noteholders on a Payment Date pursuant to amounts set forth herein and in the Sale and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a Notes, to the Class A-2a Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (v) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (vi) for the benefit of the Class B Notes, to the Class B Noteholders [and (vii) for the benefit of the Class C Notes, to the Class C Noteholderseach Swap Counterparty]. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity In accordance with the terms of this Indenture, the Issuer will duly and punctually (i) pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture(ii) cause the Servicer to direct the Indenture Trustee to release from the Collection Account all other amounts distributable or payable from the Owner Trust Estate under the Trust Agreement, the Sale and Servicing Agreement and the Administration Agreement. Without limiting the foregoing, subject to foregoing and in accordance with Section 8.02(d)order to fulfill such obligations, pursuant to Sections 8.02 and 8.03 hereof, the Issuing Entity Issuer will cause the Servicer to be distributed direct the Indenture Trustee to apply all amounts on deposit in the Note Distribution Collection Account, the Reserve Account and allocated for distribution to the Noteholders Yield Supplement Account on a Payment Distribution Date deposited therein pursuant to the Sale and Servicing Agreement (i) (a) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (iib) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (ivc) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, and (vd) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, and (viii) for the benefit of the Class B NotesCertificateholders, to or as directed by the Class B Noteholders Owner Trustee or the Administrator, as set forth in Section 5.06, 5.07 and (vii) for the benefit 5.08 of the Class C Notes, to the Class C NoteholdersSale and Servicing Agreement. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity In accordance with the terms of this Indenture, the Issuer will duly and punctually (i) pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this IndentureIndenture and (ii) cause the Servicer to direct the Indenture Trustee to release from the Collection Account all other amounts distributable or payable from the Owner Trust Estate under the Trust Agreement, the Sale and Servicing Agreement and the Administration Agreement. Without limiting the foregoing, subject to foregoing and in accordance with Section 8.02(d)order to fulfill such obligations, pursuant to Sections 8.02 and 8.03 hereof, the Issuing Entity Issuer will cause the Servicer to be distributed direct the Indenture Trustee to apply all amounts on deposit in the Note Distribution Collection Account and allocated for distribution to the Noteholders Reserve Account on a Payment Distribution Date deposited therein pursuant to the Sale and Servicing Agreement (i) (a) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (iib) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (ivc) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, and (vd) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, and (viii) for the benefit of the Class B NotesCertificateholders, to or as directed by the Class B Noteholders Owner Trustee or the Administrator, as set forth in Section 5.06 and (vii) for the benefit 5.07 of the Class C Notes, to the Class C NoteholdersSale and Servicing Agreement. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), on each Payment Date, the Issuing Entity Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date deposited pursuant to the Sale and Servicing Agreement into the Note Distribution Account (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (viv) for the benefit of the Class B Notes, to the Class B Noteholders and Noteholders, (viivi) for the benefit of the Class C Notes, to the Class C Noteholders and (vii) for the benefit of the Class D Notes to the Class D Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), on each Payment Date, the Issuing Entity Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date deposited pursuant to the Sale and Servicing Agreement into the Note Distribution Account (ia) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (iib) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (ivc) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (vd) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (vie) for the benefit of the Class B Notes, to the Class B Noteholders and Noteholders, (viif) for the benefit of the Class C Notes, to the Class C Noteholders and (g) for the benefit of the Class D Notes to the Class D Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), on each Payment Date, the Issuing Entity Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date deposited pursuant to the Sale and Servicing Agreement into the Note Interest Distribution Account and the Principal Distribution Account (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (viv) for the benefit of the Class B Notes, to the Class B Noteholders and (viivi) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (v) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (viiv) for the benefit of the Class B Notes, to the Class B Noteholders and Noteholders, (viiv) for the benefit of the Class C Notes, to the Class C Noteholders, (vi) for the benefit of the Class D Notes, to the Class D Noteholders and (vii) for the benefit of the Class E Notes, to the Class E Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity will shall duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(dSections 8.5(a) and 8.5(b), the Issuing Entity will cause to be distributed all amounts on deposit deposited in the Note Principal Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement this Indenture (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, and (viv) for the benefit of the Class B Notes, to the Class B Noteholders and (vii) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or or principal shall be considered as having to have been paid by the Issuing Entity to such Noteholder for all purposes of this Indenture. The final interest payment on each Class of Notes is due on the earlier of (a) the Payment Date (including any Redemption Date), in each case, on which the principal amount of that Class of Notes is reduced to zero or (b) the applicable Final Scheduled Payment Date for that Class of Note.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer and the Indenture Trustee will cause to be deposited into the Note Distribution Account amounts allocated pursuant to Section 7.05 of the Sale and Servicing Agreement, and cause to be distributed all such amounts on deposit in the Note a Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement as deposited therein (i) for the benefit of the Class A-1 Notes, to the Registered Holders of the Class A-1 NoteholdersNotes, (ii) for the benefit of the Class A-2a A-2 Notes, to the Registered Holders of the Class A-2a NoteholdersA-2 Notes, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Registered Holders of the Class A-3 NoteholdersNotes, (viv) for the benefit of the Class A-4 Notes, to the Registered Holders of the Class A-4 NoteholdersNotes, and (viv) for the benefit of the Class B Notes, to the Class B Noteholders and (vii) for the benefit Registered Holders of the Class C B Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), on each Payment Date, the Issuing Entity Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date deposited pursuant to the Sale and Servicing Agreement into the Note Distribution Account (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, Noteholders (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, Noteholders and (viv) for the benefit of the Class B Notes, to the Class B Noteholders and (vii) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject on each Payment Date and on any applicable distribution date pursuant to and in accordance with Section 8.02(d)12.05, the Issuing Entity Issuer will cause to be distributed all amounts on deposit in deposited pursuant to the Sale and Servicing Agreement or this Indenture, as applicable, into the Note Distribution Account in accordance with the priorities and allocated for distribution to the Noteholders on a Payment Date pursuant to amounts set forth herein and in the Sale and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a Notes, to the Class A-2a Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, Noteholders and (v) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (vi) for the benefit of the Class B Notes, to the Class B Noteholders and (vii) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a Notes, to the Class A-2a Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (v) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (vi) for the benefit of the Class B Notes, to the Class B Noteholders and Noteholders, (viivi) for the benefit of the Class C Notes, to the Class C Noteholders, (vii) for the benefit of the Class D Notes, to the Class D Noteholders and (viii) for the benefit of the Class E Notes, to the Class E Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, and (viv) for the benefit of the Class B Notes, to the Class B Noteholders and (vii) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to in respect of the Noteholders related Due Period on a Payment Distribution Date deposited therein pursuant to the Sale and Servicing Agreement (i) for the benefit of (i) the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (viv) for the benefit of the Class B Notes, to the Class B Noteholders and Noteholders, (viivi) for the benefit of the Class C Notes, to the Class C Noteholders and (vii) the Class D Notes, to the Class D Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), on each Payment Date, the Issuing Entity Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date deposited pursuant to the Sale and Servicing Agreement into the Note Distribution Account (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, Noteholders (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, Noteholders and (viv) for the benefit of the Class B Notes, to the Class B Noteholders and (vii) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer will cause to be deposited into the Note Distribution Account amounts allocated pursuant to Section 7.05 of the Pooling and Servicing Agreement, and cause to be distributed all such amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement as deposited therein (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (v) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (viiv) for the benefit of the Class B Notes, to the Class B Noteholders and Noteholders, (viiv) for the benefit of the Class C Notes, to the Class C Noteholders, and (vi) for the benefit of the Class D Notes, to the Class D Noteholders, in each case as further specified herein. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d)8.02, on each Distribution Date, the Issuing Entity Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date deposited pursuant to the Sale and Servicing Agreement into the Note Interest Distribution Account and the Principal Distribution Account (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (viv) for the benefit of the Class B Notes, to the Class B Noteholders and Noteholders, (viivi) for the benefit of the Class C Notes, to the Class C Noteholders and (vii) for the benefit of the Class D Notes, to the Class D Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer and the Indenture Trustee will cause to be deposited into the Note Distribution Account amounts allocated pursuant to Section 7.05 of the Transfer and Servicing Agreement, and cause to be distributed all such amounts on deposit in the Note a Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement as deposited therein (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (viv) for the benefit of the Class B Notes, to the Class B Noteholders and (viivi) for the benefit of the Class C Notes, to the Class C Noteholders, in each case as further specified herein or therein. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer will cause to be deposited into the Note Distribution Account amounts allocated pursuant to Section 7.05 of the Pooling and Servicing Agreement, and cause to be distributed all such amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement as deposited therein (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (viv) for the benefit of the Class B Notes, to the Class B Noteholders and Noteholders, (viivi) for the benefit of the Class C Notes, to the Class C Noteholders and (vii) for the benefit of the Class D Notes, to the Class D Noteholders, in each case as further specified herein. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer and the Indenture Trustee will cause to be deposited into the Note Distribution Account amounts allocated pursuant to Section 7.05 of the Sale and Servicing Agreement, and cause to be distributed all such amounts on deposit in the Note a Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement as deposited therein (i) for the benefit of the Class A-1 Notes, to the Registered Holders of the Class A-1 NoteholdersNotes, (ii) for the benefit of the Class A-2a Notes, to the Registered Holders of the Class A-2a NoteholdersNotes, (iii) for the benefit of the Class A-2b Notes, to the Registered Holders of the Class A-2b NoteholdersNotes, (iv) for the benefit of the Class A-3 Notes, to the Registered Holders of the Class A-3 NoteholdersNotes, and (v) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (vi) for the benefit Registered Holders of the Class B A-4 Notes, to the Class B Noteholders and (vii) for the benefit of the Class C Notes, to the Class C Noteholdersin each case as further specified herein. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder Noteholder, as the case may be, for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), on each Payment Date, the Issuing Entity Issuer will cause to be distributed all amounts on deposit deposited in the Note Distribution Collection Account and allocated which represent Available Amounts for distribution to the Noteholders on a such Payment Date pursuant to the Sale and Servicing Agreement (ia) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (iib) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (ivc) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (vd) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (vie) for the benefit of the Class B Notes, to the Class B Noteholders and (viif) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer and the Indenture Trustee will cause to be deposited into the Note Distribution Account amounts allocated pursuant to Section 7.05 of the Sale and Servicing Agreement, and cause to be distributed all such amounts on deposit in the Note a Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement as deposited therein (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, and (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (vi) for the benefit of the Class B Notes, to the Class B Noteholders and (vii) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to in respect of the Noteholders related Due Period on a Payment Distribution Date deposited therein pursuant to the Sale and Servicing Agreement (i) for the benefit of (i) the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b A-3A Notes, to the Class A-2b A-3A Noteholders, (iv) for the benefit of the Class A-3 A-3B Notes, to the Class A-3 A-3B Noteholders, (v) for the benefit of the Class A-4 A-4A Notes, to the Class A-4 Noteholders, A-4A Noteholders and (vi) for the benefit of the Class B A-4B Notes, to the Class B Noteholders and (vii) for the benefit of the Class C Notes, to the Class C A-4B Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer and the Indenture Trustee will cause to be deposited into the Note Distribution Account amounts allocated pursuant to Section 7.05 of the Sale and Servicing Agreement, and cause to be distributed all such amounts on deposit in the Note a Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement as deposited therein (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (viv) for the benefit of the Class B Notes, to the Class B Noteholders and (viivi) for the benefit of the Class C Notes, to the Class C Noteholders, in each case as further specified herein. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Distribution Date deposited therein pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, Noteholders and (viv) for the benefit of the Class B Notes, to the Class B Noteholders and (vii) for the benefit of Noteholders; provided that on any Distribution Date no payment shall be made on the Class C Notes, to B Notes until payments then due on the Class C NoteholdersA Notes have been made. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a Notes, to the Class A-2a Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (v) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (vi) for the benefit of the Class B Notes, to the Class B Noteholders and Noteholders, (viivi) for the benefit of the Class C Notes, to the Class C Noteholders, (vii) for the benefit of the Class D Notes, to the class D Noteholders and (viii) for the benefit of the Class E Notes, to the Class E Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes Notes, this Indenture and this Indenturethe Pooling and Servicing Agreement. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer will cause to be deposited into the Collection Account amounts allocated pursuant to Section 7.05 of the Pooling and Servicing Agreement, and cause to be distributed all such amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement as deposited therein (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (viv) for the benefit of the Class B Notes, to the Class B Noteholders and Noteholders, (viivi) for the benefit of the Class C Notes, to the Class C Noteholders, and (vii) for the benefit of the Class D Notes, to the Class D Noteholders, in each case as further specified therein. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity will Issuer shall duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity will Issuer shall cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Monthly Payment Date deposited therein pursuant to the Sale Transfer and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (v) for the benefit of the Class A-5 Notes, to the Class A-5 Noteholders, (vi) for the benefit of the Class A-6 Notes, to the Class A-6 Noteholders, (vii) for the benefit of the Class B Notes, to the Class B Noteholders and (viiviii) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer will cause to be distributed all amounts on deposit in the Note Distribution Deposit Account (including any subaccount thereof) and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class A-1 [A-1] Notes, to the Class A-1 [A-1] Noteholders, (ii) for the benefit of the Class A-2a [A-2] Notes, to the Class A-2a [A-2] Noteholders, (iii) for the benefit of the Class A-2b [A-3] Notes, to the Class A-2b [A-3] Noteholders, [,] [and] (iv) for the benefit of the Class A-3 [A-4] Notes, to the Class A-3 [A-4] Noteholders, [ and (v) for the benefit of the Class A-4 [B] Notes, to the Class A-4 [B] Noteholders, (vi) for the benefit of the Class B Notes, to the Class B Noteholders and (vii) for the benefit of the Class C Notes, to the Class C Noteholders]. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. (a) The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), on each Payment Date, the Issuing Entity Issuer will cause to be distributed all amounts on deposit deposited in the Note Distribution Collection Account and allocated which represent Available Amounts for distribution to the Noteholders on a such Payment Date pursuant to the Sale and Servicing Agreement (ia) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (iib) for the benefit of the Class A-2a A-2-A Notes, to the Class A-2a A-2-A Noteholders, (iiic) for the benefit of the Class A-2b A-2-B Notes, to the Class A-2b A-2-B Noteholders, (ivd) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (ve) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (vif) for the benefit of the Class B Notes, to the Class B Noteholders and (viig) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. (a) The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), on each Payment Date, the Issuing Entity Issuer will cause to be distributed all amounts on deposit deposited in the Note Distribution Collection Account and allocated which represent Available Amounts for distribution to the Noteholders on a such Payment Date pursuant to the Sale and Servicing Agreement (ia) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (iib) for the benefit of the Class A-2a A-2-A Notes, to the Class A-2a A-2-A Noteholders, (iiic) for the benefit of the Class A-2b A-2-B Notes, to the Class A-2b A-2-B Noteholders, (ivd) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (ve) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (vif) for the benefit of the Class B Notes, to the Class B Noteholders and (viig) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.. 15 (2017-B Indenture)

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Distribution Date deposited therein pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (v) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (vi) for the benefit of the Class B Notes, to the Class B Noteholders and Noteholders, (viiiv) for the benefit of the Class C Notes, to the Class C Noteholders and (v) for the benefit of the Class D Notes, to the Class D Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b A-3a Notes, to the Class A-2b A-3a Noteholders, (iv) for the benefit of the Class A-3 A-3b Notes, to the Class A-3 A-3b Noteholders, (v) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, Noteholders and (vi) for the benefit of the Class B Notes, to the Class B Noteholders and (vii) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a Notes, to the Class A-2a Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (v) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (vi) for the benefit of the Class B Notes, to the Class B Noteholders and (vii) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Distribution Date deposited therein pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, Noteholders and (viv) for the benefit of the Class B Notes, to the Class B Noteholders and (vii) for the benefit of Noteholders; provided that on any Distribution Date no payment shall be made on the Class C Notes, to B Notes until payments of interest then due on the Class C NoteholdersA Notes have been made. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. (a) The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), on each Payment Date, the Issuing Entity Issuer will cause to be distributed all amounts on deposit deposited in the Note Distribution Collection Account and allocated which represent Available Amounts for distribution to the Noteholders on a such Payment Date pursuant to the Sale and Servicing Agreement (ia) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (iib) for the benefit of the Class A-2a A-2-A Notes, to the Class A-2a A-2-A Noteholders, (iiic) for the benefit of the Class A-2b A-2-B Notes, to the Class A-2b A-2-B Noteholders, (ivd) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (ve) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (vif) for the benefit of the Class B Notes, to the Class B Noteholders and (viig) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.. 14 (2017-A Indenture)

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Distribution Date deposited therein pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (v) for the benefit of the Class A-5 Notes, to the Class A-5 Noteholders and (vi) for the benefit of the Class B Notes, to the Class B Noteholders and (vii) for the benefit of Noteholders; provided that on any Distribution Date no payment shall be made on the Class C Notes, to B Notes until payments then due on the Class C NoteholdersA Notes have been made. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. (a) The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), on each Payment Date, the Issuing Entity Issuer will cause to be distributed all amounts on deposit deposited in the Note Distribution Collection Account and allocated which represent Available Amounts for distribution to the Noteholders on a such Payment Date pursuant to the Sale and Servicing Agreement (ia) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (iib) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (ivc) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (vd) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (vie) for the benefit of the Class B Notes, to the Class B Noteholders and Noteholders, (viif) for the benefit of the Class C Notes, to the Class C Noteholders and (g) for the benefit of the Class D Notes, to the Class D Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.. 14 (2016-B Indenture)

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer and the Indenture Trustee will cause to be deposited into the Note Distribution Account amounts allocated pursuant to Section 7.05 of the Sale and Servicing Agreement, and cause to be distributed all such amounts on deposit in the Note a Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement as deposited therein (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (viv) for the benefit of the Class B Notes, to the Class B Noteholders and Noteholders, (viivi) for the benefit of the Class C Notes, to the Class C Noteholders, (vii) for the benefit of the Class D Notes, to the Class D Noteholders, in each case as further specified herein and (viii) for the benefit of and to the Swap Counterparty. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(dSECTION 8.02(c), the Issuing Entity Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Distribution Date deposited therein pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, Noteholders and (viv) for the benefit of the Class B Notes, to the Class B Noteholders and (vii) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity In accordance with the terms of this Indenture, the Issuer will duly and punctually (i) pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture(ii) release from the Trust Accounts all other amounts distributable or payable under the Trust Agreement, Sale and Servicing Agreement and Administration Agreement. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer will cause to be distributed all amounts on deposit in the Note Distribution Collection Account and allocated for distribution to the Noteholders on a Payment Distribution Date deposited therein pursuant to the Sale and Servicing Agreement (i) (a) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (iib) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a Noteholders, A-2 Noteholders and (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (ivc) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, Noteholders and (vii) for the benefit of the Class A-4 NotesCertificateholders, to or as directed by the Class A-4 Noteholders, (vi) for Owner Trustee or the benefit of the Class B Notes, to the Class B Noteholders and (vii) for the benefit of the Class C Notes, to the Class C NoteholdersAdministrator. Amounts properly withheld under the Code by any Person from a payment to any Noteholder or Certificateholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder or Certificateholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes Notes, this Indenture and this Indenturethe Pooling and Servicing Agreement. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer will cause to be deposited into the Collection Account amounts allocated pursuant to Section 7.05 of the Pooling and Servicing Agreement, and cause to be distributed all such amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement as deposited therein (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (v) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (viiv) for the benefit of the Class B Notes, to the Class B Noteholders and Noteholders, (viiv) for the benefit of the Class C Notes, to the Class C Noteholders, and (vi) for the benefit of the Class D Notes, to the Class D Noteholders, in each case as further specified therein. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes Notes, the Sale and Servicing Agreement and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), on each Payment Date, the Issuing Entity Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date deposited pursuant to the Sale and Servicing Agreement into the Note Interest Distribution Account and the Principal Distribution Account (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (viv) for the benefit of the Class B Notes, to the Class B Noteholders and (viivi) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d)8.02, on each Distribution Date, the Issuing Entity Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date deposited pursuant to the Sale and Servicing Agreement into the Note Interest Distribution Account and the Principal Distribution Account (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (v) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (vi) for the benefit of the Class B Notes, to the Class B Noteholders and Noteholders, (viiiv) for the benefit of the Class C Notes, to the Class C Noteholders and (v) for the benefit of the Class D Notes, to the Class D Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), on each Payment Date, the Issuing Entity Issuer will cause to be distributed all amounts on deposit deposited in the Note Distribution Collection Account and allocated which represent Available Amounts for distribution to the Noteholders on a such Payment Date pursuant to the Sale and Servicing Agreement (ia) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (iib) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (ivc) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (vd) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (vid) for the benefit of the Class B Notes, to the Class B Noteholders and (viie) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.. (2011-A Indenture)

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), on each Distribution Date, the Issuing Entity Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date deposited pursuant to the Sale and Servicing Agreement into the Note Interest Distribution Account and the Principal Distribution Account (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (v) for the benefit of the Class A-5 Notes, to the Class A-5 Noteholders, (vi) for the benefit of the Class B Notes, to the Class B Noteholders and Noteholders, (vii) for the benefit of the Class C Notes, to the Class C Noteholders and (viii) for the benefit of the Class D Notes, to the Class D Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer and the Indenture Trustee will cause to be deposited into the Note Distribution Account amounts allocated pursuant to Section 7.05 of the Pooling and Servicing Agreement, and cause to be distributed all such amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement as deposited therein (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (v) for the benefit of the Class A-5 Notes, to the Class A-5 Noteholder, (vi) for the benefit of the Class B Notes, to the Class B Noteholders and Noteholders, (viivi) for the benefit of the Class C Notes, to the Class C Noteholders and (viii) for the benefit of the Class D Notes, to the Class D Noteholders, in each case as further specified herein. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer will cause to be deposited into the Note Distribution Account amounts allocated pursuant to Section 7.05 of the Pooling and Servicing Agreement, and cause to be distributed all such amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement as deposited therein (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, and (viv) for the benefit of the Class B Notes, to the Class B Noteholders and (vii) for the benefit of the Class C NotesNoteholders, to the Class C Noteholdersin each case as further specified herein. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), on each Payment Date, the Issuing Entity Issuer will cause to be distributed all amounts on deposit deposited in the Note Distribution Collection Account and allocated which represent Available Amounts for distribution to the Noteholders on a such Payment Date pursuant to the Sale and Servicing Agreement (ia) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (iib) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (ivc) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (vd) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (vie) for the benefit of the Class B Notes, to the Class B Noteholders and Noteholders, (viif) for the benefit of the Class C Notes, to the Class C Noteholders and (g) for the benefit of the Class D Notes to the Class D Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, interest on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.2(c), the Issuing Entity Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Distribution Date deposited therein pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class A-1 A-l Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b A-3 Notes, to the Class A-2b A-3 Noteholders, (iv) for the benefit of the Class A-3 A-4 Notes, to the Class A-3 A-4 Noteholders, (v) for the benefit of the Class A-4 A-5 Notes, to the Class A-4 Noteholders, A-5 Noteholders and (vi) for the benefit of the Class B Notes, to the Class B Noteholders and (vii) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes Notes, the Sale and Servicing Agreement and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), on each Distribution Date, the Issuing Entity Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date deposited pursuant to the Sale and Servicing Agreement into the Collection Account (to the extent set forth in Section 5.06 of the Sale and Servicing Agreement and Sections 5.04(b) and 8.02 of this Indenture) and the Principal Distribution Account (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, Noteholders and (viv) for the benefit of the Class B Notes, to the Class B Noteholders and (vii) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or or principal shall be considered as having to have been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer and the Indenture Trustee will cause to be deposited into the Note Distribution Account amounts allocated pursuant to Section 7.05 of the Sale and Servicing Agreement, and cause to be distributed all such amounts on deposit in the Note a Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement as deposited therein (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class Class-A-4 Notes, to the Class A-4 Noteholders, (viiii) for the benefit of the Class B Notes, to the Class B Noteholders and Noteholders, (viiiv) for the benefit of the Class C Notes, to the Class C Noteholders, and (iv) for the benefit of the Class D Notes, to the Class D Noteholders, in each case as further specified herein. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer will cause to be distributed all amounts on deposit in the Note Distribution Deposit Account (including any subaccount thereof) and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1 Indenture Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, Noteholders and (viv) for the benefit of the Class B Notes, to the Class B Noteholders and (vii) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer and the Indenture Trustee will cause to be deposited into the Note Distribution Account amounts allocated pursuant to Section 7.05 of the Sale and Servicing Agreement, and cause to be distributed all such amounts on deposit in the Note a Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement as deposited therein (i) for the benefit of the Class A-1 Notes, to the Registered Holders of the Class A-1 NoteholdersNotes, (ii) for the benefit of the Class A-2a Notes, to the Registered Holders of the Class A-2a NoteholdersNotes, (iii) for the benefit of the Class A-2b Notes, to the Registered Holders of the Class A-2b NoteholdersNotes,, (iv) for the benefit of the Class A-3 Notes, to the Registered Holders of the Class A-3 NoteholdersNotes, and (v) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (vi) for the benefit Registered Holders of the Class B A-4 Notes, to the Class B Noteholders and (vii) for the benefit of the Class C Notes, to the Class C Noteholdersin each case as further specified herein. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder Noteholder, as the case may be, for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer will cause to be deposited into the Note Distribution Account amounts allocated pursuant to Section 7.05 of the Pooling and Servicing Agreement, and cause to be distributed all such amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement as deposited therein (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a Notes, to the Class A-2a Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (v) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (vi) for the benefit of the Class B Notes, to the Class B Noteholders and Noteholders, (vii) for the benefit of the Class C Notes, to the Class C Noteholders and (viii) for the benefit of the Class D Notes, to the Class D Noteholders, in each case as further specified herein. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity will Issuer shall duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity will Issuer shall cause to be distributed all amounts on deposit in the Note Collection Account and Principal Distribution Account and allocated for distribution to the Noteholders on a Monthly Payment Date deposited therein pursuant to the Sale Transfer and Servicing Agreement and the Indenture (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (v) for the benefit of the Class A-5 Notes, to the Class A-5 Noteholders, (vi) for the benefit of the Class B Notes, to the Class B Noteholders and Noteholders, (vii) for the benefit of the Class C Notes, to the Class C Noteholders and (viii) for the benefit of the Class D Notes, to the Class D Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes Notes, this Indenture and this Indenturethe Pooling and Servicing Agreement. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer will cause to be deposited into the Collection Account amounts allocated pursuant to Section 7.05 of the Pooling and Servicing Agreement, and cause to be distributed all such amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement as deposited therein (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (viv) for the benefit of the Class B Notes, to the Class B Noteholders and Noteholders, (viivi) for the benefit of the Class C Notes, to the Class C Noteholders, and (vii) for the benefit of the Class D Notes, to the Class D Noteholders, in each case as further specified therein. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity to such Noteholder for all purposes of this Indenture.from

Payment of Principal and Interest. The Issuing Entity will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a Notes, to the Class A-2a Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 A-3a Notes, to the Class A-3 A-3a Noteholders, (v) for the benefit of the Class A-3b Notes, to the Class A-3b Noteholders, (vi) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, Noteholders and (vivii) for the benefit of the Class B Notes, to the Class B Noteholders and (vii) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interestinterest on, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to in respect of the Noteholders related Collection Period on a Payment Distribution Date deposited therein pursuant to the Sale and Servicing Agreement (i) for the benefit of (i) the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the related Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the related Class A-4 Noteholders, (viv) for the benefit of the Class B Notes, to the Class B Noteholders and Noteholders, (viivi) for the benefit of the Class C Notes, to the Class C Noteholders and (vii) the Class D Notes, to the Class D Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, interest on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.2(c), the Issuing Entity Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Distribution Date deposited therein pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Holders of the Class A-1 NoteholdersNotes, (ii) for the benefit of the Class A-2a A-2 Notes, to the Holders of the Class A-2a NoteholdersA-2 Notes, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Holders of the Class A-3 NoteholdersNotes, (viv) for the benefit of the Class A-4 Notes, to the Holders of the Class A-4 NoteholdersNotes, (v) for the benefit of the Class A-5 Notes, to the Holders of the Class A-5 Notes, (vi) for the benefit of the Class B A-6 Notes, to the Holders of the Class A-6 Notes, (vii) for the benefit of the Class B Noteholders Notes to the Holders of the Class B Notes and (viiviii) for the benefit of the Class C Notes, to the Holders of the Class C NoteholdersNotes. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d)8.02, on each Distribution Date, the Issuing Entity Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date deposited pursuant to the Sale and Servicing Agreement into the Note Interest Distribution Account and the Principal Distribution Account (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (viv) for the benefit of the Class B Notes, to the Class B Noteholders and Noteholders, (viivi) for the benefit of the Class C Notes, to the Class C Noteholders, (vii) for the benefit of the Class D Notes, to the Class D Noteholders and (viii) for the benefit of the Class E Notes, to the Class E Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly --------------------------------- and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer will --------------- cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, Noteholders and (viv) for the benefit of the Class B Notes, to the Class B Noteholders and (vii) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), on each Payment Date, the Issuing Entity Issuer will cause to be distributed all amounts on deposit deposited in the Note Distribution Collection Account and allocated which represent Available Amounts for distribution to the Noteholders on a such Payment Date pursuant to the Sale and Servicing Agreement (ia) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (iib) for the benefit of the Class A-2a A-2-A Notes, to the Class A-2a A-2-A Noteholders, (iiic) for the benefit of the Class A-2b A-2-B Notes, to the Class A-2b A-2-B Noteholders, (ivd) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (ve) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (vif) for the benefit of the Class B Notes, to the Class B Noteholders and (viig) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), on each Distribution Date, the Issuing Entity Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date deposited pursuant to the Sale and Servicing Agreement into the Note Interest Distribution Account and the Principal Distribution Account (i) for the benefit of the Class A-1 [A-1] Notes, to the Class A-1 [A-1] Noteholders, (ii) for the benefit of the Class A-2a [A-2] Notes, to the Class A-2a [A-2] Noteholders, (iii) for the benefit of the Class A-2b [A-3] Notes, to the Class A-2b [A-3] Noteholders, (iv) for the benefit of the Class A-3 [A-4] Notes, to the Class A-3 Noteholders, [A-4] Noteholders and (v) for the benefit of the Class A-4 [B] Notes, to the Class A-4 Noteholders, (vi) for the benefit of the Class B Notes, to the Class B Noteholders and (vii) for the benefit of the Class C Notes, to the Class C [B] Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), on each Payment Date, the Issuing Entity Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date deposited pursuant to the Sale and Servicing Agreement into the Note Distribution Account (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (v) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (viiv) for the benefit of the Class B Notes, to the Class B Noteholders and Noteholders, (viiv) for the benefit of the Class C Notes, to the Class C Noteholders and (vi) for the benefit of the Class D Notes to the Class D Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer and the Indenture Trustee will cause to be deposited into the Note Distribution Account amounts allocated pursuant to Section 7.05 of the Sale and Servicing Agreement, and cause to be distributed all such amounts on deposit in the Note a Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement as deposited therein (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (viv) for the benefit of the Class B Notes, to the Class B Noteholders and Noteholders, (viivi) for the benefit of the Class C Notes, to the Class C Noteholders, in each case as further specified herein and (vii) for the benefit of and to the Swap Counterparty. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interestinterest on, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to in respect of the Noteholders related Collection Period on a Payment Distribution Date deposited therein pursuant to the Sale and Servicing Agreement (i) for the benefit of (i) the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (viv) for the benefit of the Class B Notes, to the Class B Noteholders and Noteholders, (viivi) for the benefit of the Class C Notes, to the Class C Noteholders and (vii) the Class D Notes, to the Class D Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity will Issuer shall duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d)8.2, the Issuing Entity will Issuer shall cause to be distributed all amounts on deposit in the Note Collection Account and Principal Distribution Account and allocated for distribution to the Noteholders on a Payment Date deposited therein pursuant to the Sale Transfer and Servicing Agreement and the Indenture (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (v) for the benefit of the Class A-5 Notes, to the Class A-5 Noteholders, (vi) for the benefit of the Class B Notes, to the Class B Noteholders and Noteholders, (vii) for the benefit of the Class C Notes, to the Class C Noteholders, (viii) for the benefit of the Class D Notes, to the Class D Noteholders and (ix) for the benefit of the Class E Notes, to the Class E Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders[, (v) for the benefit of the Class A-5 Notes, to the Class A-5 Noteholders,] [and] [(vi) )] for the benefit of the Class B Notes, to the Class B Noteholders Noteholders[,] [and (vii) for the benefit of the Class C Notes, to the Class C Noteholders][,] [and] [(viii) for the benefit of the Class D Notes, to the Class D Noteholders] [and] [(ix) for the benefit of the Class E Notes, to the Class E Noteholders]. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, [,] [and] (viv) for the benefit of the Class B Notes, to the Class B Noteholders [and (viivi) for the benefit of the Class C Notes, to the Class C Noteholders]. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), on each Payment Date, the Issuing Entity Issuer will cause to be distributed all amounts on deposit deposited in the Note Distribution Collection Account and allocated which represent Available Amounts for distribution to the Noteholders on a such Payment Date pursuant to the Sale and Servicing Agreement (ia) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (iib) for the benefit of the Class A-2a A-2-A Notes, to the Class A-2a A-2-A Noteholders, (iiic) for the benefit of the Class A-2b A-2-B Notes, to the Class A-2b A-2-B Noteholders, (ivd) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (ve) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (vif) for the benefit of the Class B Notes, to the Class B Noteholders and Noteholders, (viig) for the benefit of the Class C Notes, to the Class C Noteholders and (h) for the benefit of the Class D Notes, to the Class D Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity will Issuer shall duly and --------------------------------- punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity will Issuer shall cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Monthly Payment Date deposited therein pursuant to the Sale Transfer and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (v) for the benefit of the Class A-5 Notes, to the Class A-5 Noteholders, (vi) for the benefit of the Class B Notes, to the Class B Noteholders and (vii) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d)on each Payment Date, the Issuing Entity Issuer will cause to be distributed all amounts on deposit in deposited pursuant to the Sale and Servicing Agreement into the Note Distribution Account in accordance with the priorities and allocated for distribution to the Noteholders on a Payment Date pursuant to amounts set forth herein and in the Sale and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, Noteholders and (viv) for the benefit of the Class B Notes, to the Class B Noteholders and (vii) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer and the Indenture Trustee will cause to be deposited into the Note Distribution Account amounts allocated pursuant to Section 7.05 of the Sale and Servicing Agreement, and cause to be distributed all such amounts on deposit in the Note a Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement as deposited therein (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, Noteholders and (viv) for the benefit of the Class B Notes, to the Class B Noteholders and (vii) for the benefit of the Class C NotesNoteholders, to the Class C Noteholdersin each case as further specified herein. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), on each Distribution Date, the Issuing Entity Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date deposited pursuant to the Sale and Servicing Agreement into the Note Interest Distribution Account and the Principal Distribution Account (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, Noteholders and (viv) for the benefit of the Class B Notes, to the Class B Noteholders and (vii) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly --------------------------------- and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer and the Indenture Trustee will cause to be allocated and distributed all amounts on deposit under and as provided in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to Section 4.10 of the Sale and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (v) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (viiv) for the benefit of the Class B Notes, to the Class B Noteholders Noteholders, and (vii) for the benefit of the Class C Notes, to the Class C Noteholders, in each case as further specified herein. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer and the Indenture Trustee will cause to be deposited in the Note Distribution Account amounts allocated pursuant to Section 7.05 of the Sale and Servicing Agreement and cause to be distributed all such amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement therein (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (viv) for the benefit of the Class B Notes, to the Class B Noteholders and Noteholders, (viivi) for the benefit of the Class C Notes, to the Class C Noteholders, and (vii) for the benefit of the Class D Notes, to the Class D Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. The Issuing Entity Issuer will duly and --------------------------------- punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), the Issuing Entity Issuer will cause to be --------------- distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a A-2 Notes, to the Class A-2a A-2 Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (viv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, Noteholders and (viv) for the benefit of the Class B Notes, to the Class B Noteholders and (vii) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.

Payment of Principal and Interest. (a) The Issuing Entity Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d8.02(c), on each Payment Date, the Issuing Entity Issuer will cause to be distributed all amounts on deposit deposited in the Note Distribution Collection Account and allocated which represent Available Amounts for distribution to the Noteholders on a such Payment Date pursuant to the Sale and Servicing Agreement (ia) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (iib) for the benefit of the Class A-2a A-2[-A] Notes, to the Class A-2a A-2[-A] Noteholders, (iiic) [for the benefit of the Class A-2b A-2-B Notes, to the Class A-2b A-2-B Noteholders, (iv) d)] for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (ve) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (vif) for the benefit of the Class B Notes, to the Class B Noteholders and Noteholders, (viig) for the benefit of the Class C Notes, to the Class C Noteholders and (h) for the benefit of the Class D Notes to the Class D Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity Issuer to such Noteholder for all purposes of this Indenture.