Common use of Payments of Principal and Interest Clause in Contracts

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B A-4 Notes shall accrue interest during each Interest Period at the Class A-1 Interest Rate, the Class A-2 A-2a Interest Rate, the Class A-2b Interest Rate, the Class A-3 Rate, the Class A-4 Interest Rate and the Class B A-4 Interest Rate, respectively, and such interest shall be payable on each related Payment Distribution Date as specified in such Notes, the applicable Note by applying amounts available pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereofof this Indenture. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Personnominee, except for the final installment of principal payable with respect to such Note on a Distribution Date or on the applicable Final Scheduled Distribution Date, which shall be payable as provided below. (b) The principal of each Note shall be payable in installments on each Payment Distribution Date by applying amounts available pursuant to Section 5.06 of the Sale and Servicing Agreement Agreement. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and subject payable, if not previously paid, on the earlier of (i) from and after the date on which the Notes have been declared to be immediately due and payable in the availability manner provided in Section 5.02 in connection with an Event of funds thereforDefault and (ii) with respect to any Class of Notes, on the Final Scheduled Payment Date or the Redemption Date for that Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Distribution Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 10 nor more than 30 days prior to such final Payment Distribution Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 A‑1 Notes, the Class A-2 A‑2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 A‑1 Rate, the Class A-2 A‑2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 fifteen (15) nor more than 30 thirty (30) days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 A‑1 Notes, the Class A-2 A‑2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 A‑1 Rate, the Class A-2 A‑2a Rate, the Class A-2b Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B A-4 Notes shall accrue interest during each Interest Period at the Class A-1 Interest Rate, the Class A-2 Interest Rate, the Class A-3 Rate, the Class A-4 Interest Rate and the Class B A-4 Interest Rate, respectively, and such interest shall be payable on each related Payment Distribution Date as specified in such Notes, the applicable Note by applying amounts available pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereofof this Indenture. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Personnominee, except for the final installment of principal payable with respect to such Note on a Distribution Date or on the applicable Final Scheduled Distribution Date, which shall be payable as provided below. (b) The principal of each Note shall be payable in installments on each Payment Distribution Date by applying amounts available pursuant to Section 5.06 of the Sale and Servicing Agreement Agreement. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and subject payable, if not previously paid, on the earlier of (i) from and after the date on which the Notes have been declared to be immediately due and payable in the availability manner provided in Section 5.02 in connection with an Event of funds thereforDefault and (ii) with respect to any Class of Notes, on the Final Scheduled Payment Date or the Redemption Date for that Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Distribution Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 10 nor more than 30 days prior to such final Payment Distribution Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 A‑1 Notes, the Class A-2 A‑2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 A‑1 Rate, the Class A-2 A‑2a Rate, the Class A-2b Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 fifteen (15) nor more than 30 thirty (30) days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 A‑1 Notes, the Class A-2 A-2a Notes, the Class A‑2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 A‑1 Rate, the Class A-2 A‑2a Rate, the Class A-2b Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date Date, either, at the option of the Indenture Trustee, by check mailed to the address of such Person as it appears on the Note Register or by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 fifteen (15) nor more than 30 thirty (30) days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust Issuer and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 A‑1 Notes, the Class A-2 A‑2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 A‑1 Rate, the Class A-2 A‑2a Rate, the Class A-2b Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 fifteen (15) nor more than 30 thirty (30) days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust Issuer and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 A‑1 Notes, the Class A-2 A-2a Notes, the Class A‑2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 A‑1 Rate, the Class A-2 A‑2a Rate, the Class A-2b Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 fifteen (15) nor more than 30 thirty (30) days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust Issuer and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 A‑1 Notes, the Class A-2 A‑2a Notes, the Class A‑2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 A‑1 Rate, the Class A-2 A‑2a Rate, the Class A‑2b Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 fifteen (15) nor more than 30 thirty (30) days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 NotesUpon presentment and delivery of the Note, the Class A-2 Notes, Trustee will pay the Class A-3 Notes, the Class A-4 Notes principal amount of each Note at Maturity and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any final installment of interest or principal payable in immediately available funds received from the Company. All interest payments on any Note that is punctually paid or duly provided for a Note, other than interest due at Maturity, will be made by check drawn on the Trustee and mailed by the Issuer on Trustee to the applicable Payment Date person entitled thereto as provided in the Note. However, holders of ten million dollars or more in aggregate principal amount of Notes (whether having identical or different terms and provisions) shall be paid entitled to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date receive payments of interest, other than at Maturity, by wire transfer in immediately available funds to a designated account maintained in the account designated United States upon receipt by the Trustee of written instructions from such Person. (b) a holder not later than the regular Record Date for the related Interest Payment Date. Any payment of principal or interest required to be made on an Interest Payment Date or at Maturity of a Note which is not a Business Day need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date or at Maturity, as the case may be, and no interest shall accrue for the period from and after such Interest Payment Date or Maturity. The Trustee will provide monthly to the Company a list of the principal of each Note and interest to be paid on Notes maturing in the next succeeding month. The Trustee will be responsible for withholding taxes on interest paid as required by applicable law, but shall be payable relieved from any such responsibility if it acts in installments on each Payment Date pursuant to Section 5.06 good faith and in reliance upon an opinion of the Sale and Servicing Agreement and subject counsel. Notes presented to the availability of funds thereforTrustee at Maturity for payment will be cancelled by the Trustee. All principal payments on each Class of cancelled Notes held by the Trustee shall be made pro rata destroyed, and the Trustee shall furnish to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name Company a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed certificate with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurreddestruction.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, and the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, and the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Distribution Date as specified in such Notes, the applicable Note by applying amounts available pursuant to Section 5.06 of the Sale and Servicing Agreement and to Section 3.01 hereofof this Indenture. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Personnominee, except for the final installment of principal payable with respect to such Note on a Distribution Date or on the applicable Final Scheduled Distribution Date, which shall be payable as provided below. (b) The principal of each Note shall be payable in installments on each Payment Distribution Date by applying amounts available pursuant to Section 5.06 of the Sale and Servicing Agreement Agreement. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and subject payable, if not previously paid, from and after the date on which the Indenture Trustee or the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by the Issuer, NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by the Issuer, NARC II, NMAC or any of their Affiliates), have declared the Notes to be immediately due and payable in the availability manner provided in Section 5.02 in connection with an Event of funds thereforDefault. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Distribution Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Distribution Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B A-4 Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B A-4 Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B A-4 Notes shall accrue interest during each Interest Period at the Class A-1 Interest Rate, the Class A-2 A-2a Interest Rate, the Class A-2b Interest Rate, the Class A-3 Rate, the Class A-4 Interest Rate and the Class B A-4 Interest Rate, respectively, and such interest shall be payable on each related Payment Distribution Date as specified in such Notes, the applicable Note by applying amounts available pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereofof this Indenture. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Personnominee, except for the final installment of principal payable with respect to such Note on a Distribution Date or on the applicable Final Scheduled Distribution Date, which shall be payable as provided below. (b) The principal of each Note shall be payable in installments on each Payment Distribution Date by applying amounts available pursuant to Section 5.06 of the Sale and Servicing Agreement Agreement. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and subject payable, if not previously paid, on the earlier of (i) from and after the date on which the Notes have been declared to be immediately due and payable in the availability manner provided in Section 5.02 in connection with an Event of funds thereforDefault and (ii) with respect to any Class of Notes, on the Final Scheduled Distribution Date or the Redemption Date for that Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Distribution Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 10 nor more than 30 days prior to such final Payment Distribution Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 A-2a Rate, the Class A-2b Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. For each Term Loan, Borrower shall pay to the Agent, for the ratable benefit of the Lenders, (ai) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue six (6) consecutive payments of interest during each Interest Period only (payable in arrears) at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment rate of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person determined in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, 2.3(a) on the Indenture Trustee shall notify first day of each calendar month (a “Scheduled Payment Date”) commencing on the Person first day of the second calendar month occurring after the month during which such Term Loan was made and (ii) thirty-six (36) equal consecutive payments of principal and interest (payable in whose name a Note is registered arrears) at the close rate of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders determined in accordance with this Section. The Issuer will instruct Section 2.3(a) (a “Scheduled Payment”) on each Scheduled Payment Date commencing on the Indenture Trustee regarding first day of the imposition of eighth calendar month occurring after the month during which such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings)Term Loan was made. The amount of any withholding tax imposed each such payment of principal and interest shall be calculated by the Agent and shall be sufficient to fully amortize the principal and interest due with respect to the Noteholders shall be treated as cash distributed to applicable Term Loan over such repayment period. Notwithstanding the Noteholders at the time it is withheld by the Trust foregoing, all unpaid principal and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable accrued interest with respect to any distribution a Term Loan is due and payable in full to Agent, for the ratable benefit of Lenders, on the earlier of (A) the first day of the forty-third (43rd) month following the date such as any distribution Term Loan was made or (B) the date that such Term Loan otherwise becomes due and payable hereunder, whether by acceleration of the Obligations pursuant to a Non-U.S. PersonSection 8.2 or otherwise (the earlier of (A) or (B), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c“Applicable Term Loan Maturity Date”). In Each Scheduled Payment, when paid, shall be applied first to the event that payment of accrued and unpaid interest on the applicable Term Loan and then to unpaid principal balance of such Term Loan. Without limiting the foregoing, all Obligations shall be due and payable on the Applicable Term Loan Maturity Date for the last Term Loan made. Notwithstanding any Noteholder wishes provision in this Agreement to apply for a refund the contrary, all unpaid principal and accrued interest with respect to each Term Loan and all other Obligations hereunder shall become due and payable in full on the earlier to occur of any (such withholding taxearlier date, the Indenture Trustee “Final Maturity Date”): (1) the Applicable Term Loan Maturity Date for the last Term Loan made hereunder or (2) the date that is 91 days before the first date on which any holders of the Series E preferred stock proposed to be issued by Borrower pursuant to Section 7.2(g) shall reasonably cooperate with the Noteholder have any contractual right or rights set forth in making Borrower’s organizational documents to redeem or demand repurchase of such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurredpreferred stock.

Payments of Principal and Interest. (a) The Class A-1 NotesInterest (and principal, the Class A-2 Notesif any, the Class A-3 Notespayable other than at Stated Maturity or upon acceleration, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest redemption or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date repurchase) shall be paid in immediately available funds to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note Security is registered at the close of business on the Regular Record Date next preceding each Interest Payment Date notwithstanding the cancellation of such Securities upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided that interest payable at Stated Maturity or upon acceleration, redemption or repurchase shall be paid to the Person to whom principal will be payable; provided further that if and to the extent IRSA PC defaults in the payment of the interest, including any Additional Amounts, due on such Interest Payment Date, such defaulted interest, including any Additional Amounts, shall be paid to the Person in whose names such Securities are registered at the end of a subsequent record date established by IRSA PC by notice given by or on behalf of IRSA PC to the Holders of the Securities in accordance with Section 12.4 not less than fifteen (15) days preceding such subsequent record date, such record date to be not less than fifteen (15) days preceding the date of payment in respect of such defaulted interest. Unless otherwise specified in the terms of Securities of a Series established as set forth in Section 2.3, the first payment of interest on any Security originally issued between a Regular Record Date and an Interest Payment Date shall be made on which the final installment Interest Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. Unless otherwise specified in the terms of Securities of a Series established as set forth in Section 2.3, the “Regular Record Date” with respect to any Security will be the date next preceding each Interest Payment Date, whether or not such date is a Business Day. (b) Payments of the principal of and interest any premium, interest, Additional Amounts and other amounts on or in respect of any Security at Stated Maturity or upon acceleration, redemption or repurchase shall be made to the registered Holder on such Note will date in immediately available funds upon surrender of such Security at the Corporate Trust Office or at the specified office of any other Paying Agent; provided that the Security is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of Securities to be paid. Such notice made other than at Stated Maturity or upon redemption shall be made by wire transfer or check mailed on or transmitted before the due date for such payments to the address of the Person entitled thereto as it appears in the Register; provided that the applicable Depositary (or its nominee), as Holder of the Global Securities, shall be entitled to receive payments of interest by facsimile wire transfer of immediately available funds, a Holder of US$1,000,000 (or the approximate equivalent thereof in a Specified Currency other than U.S. dollars) in aggregate principal or face amount of Securities of the same Series shall be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such Holder at a bank located in the United States as may have been appropriately designated by such Holder to the Trustee in writing no later than fifteen (15) days prior to the date such payment is due and to the extent that the Holder of a Security issued and denominated in a Specified Currency other than U.S. dollars elects to receive payment of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of such Security at Stated Maturity or upon redemption or repurchase in such Specified Currency, such payment, except in circumstances described in terms of the Securities of such Series established pursuant to Section 2.3, shall be made by wire transfer of immediately available funds to an account specified in writing not less than 15 nor more than 30 fifteen (15) days prior to the relevant Payment Date by the Holder to the Trustee. Unless such final Payment Datedesignation is revoked in writing, any such designation made by such Holder with respect to such Securities shall specify that remain in effect with respect to any future payments with respect to such final installment will be Securities payable only upon presentation and surrender of to such Note and shall specify the place where such Note may be presented and surrendered for payment of such installmentHolder. (c) In If the event that principal of or any withholding tax premium, interest, Additional Amounts or other amounts on any Security is imposed payable in a Specified Currency other than U.S. dollars and such Specified Currency is not available due to the imposition of exchange controls or other circumstances beyond IRSA PC’s control, or is no longer used by the government of the country issuing such currency or for settlement of transactions by public institutions of or within the international banking community, then IRSA PC, until such currency is again available or so used, will be entitled, to the extent permitted by Argentine law, to satisfy its obligations to the Holder of such Securities by making such payment in U.S. dollars at the Exchange Rate for such Specified Currency on the Trust’s Payment Date. The making of any payment in respect of any Security in U.S. dollars under the foregoing circumstances will not constitute an Event of Default under such Security. (d) If so specified in the terms of a Series of Securities established pursuant to Section 2.3, Securities denominated in a Specified Currency other than U.S. dollars, payments of principal, interest, Additional Amounts or allocations other amounts on or in respect of income) any such Security shall, to the Noteholdersextent permitted by applicable law, be made in U.S. dollars, calculated at the Exchange Rate for the Payment Date, if the Holder of such tax shall reduce Security on the amount otherwise distributable relevant Regular Record Date or at Stated Maturity, as the case may be, has transmitted a written request for such payment in U.S. dollars to the Noteholders Trustee and the applicable Paying Agent delivered in accordance with this Section. The Issuer will instruct Section 12.4 on or prior to such Regular Record Date or the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee date that is hereby authorized and directed to retain from amounts otherwise distributable fifteen (15) days prior to the Noteholders sufficient funds for Stated Maturity, as the payment of any tax that is legally owed by the Trust (but case may be. Any such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable request made with respect to any distribution Security by a Holder will remain in effect with respect to any further payments of principal, interest, Additional Amounts or other amounts on or in respect of such Security payable to such Holder, unless such request is revoked on or prior to the relevant Regular Record Date or the date that is fifteen (such as any distribution 15) days prior to a Non-U.S. Person)the Stated Maturity, the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees case may be. (e) The U.S. dollar amount to reimburse be received by a Holder of a Security denominated in a Specified Currency other than U.S. dollars who elects to receive payment in U.S. dollars will be based on the Indenture Trustee for Exchange Rate, on the second (2nd) Business Day next preceding the applicable Payment Date. If Exchange Rate quotations are not available on the second (2nd) Business Day preceding the applicable Payment Date, such payment will be made in the Specified Currency. All currency exchange costs associated with any out-of-pocket expenses incurred.payment in U.S. dollars on any Security denominated in a Specified Currency other that

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Payments on Notes and the Class B issued as Book-Entry Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall will be payable made by or on each related Payment Date as specified in such Notes, pursuant to Section 5.06 behalf of the Sale and Servicing Agreement and Section 3.01 hereofIndenture Trustee to the Clearing Agency or its nominee. Any installment of interest or principal payable on any Note Definitive Notes that is punctually paid or duly provided for by the Issuer Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the for such Class of Notes and such Payment Date by either (i) wire transfer of immediately available funds to the account of a Noteholder, if such Noteholder has provided the Indenture Trustee with wiring instructions in writing by five (5) Business Days prior to the related Record Date or has provided the Indenture Trustee with such instructions for any previous Payment Date or (ii) check mailed to such Person’s address as it appears in the Note Register on which such Record Date, except for the final installment of principal payable with respect to such Note, which shall be payable as provided in subsection (b) of this Section 2.08. A fee may be charged by the Indenture Trustee to a Holder of Definitive Notes for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07. Payments on Certificates will be made by or on behalf of the Indenture Trustee to or at the direction of the Person in whose name such Certificate is registered by either (i) wire transfer of immediately available funds to the account directed by a Certificateholder, if such Certificateholder (A) is Accredited Home Lenders, Inc. or its affiliate and interest (B) has provided the Indenture Trustee with wiring instructions in writing by five (5) Business Days prior to the related payment Date or has provided the Indenture Trustee with such instructions for any previous Payment Date or (ii) check mailed to such Person’s address as it appears in the Certificate Register on such Record Date. A fee may be charged by the Indenture Trustee to a Certificateholder for any payment made by wire transfer. The Indenture Trustee shall be entitled to rely on information provided by the Owner Trustee as Certificate Registrar as to all matters related to the Certificate Registrar and the Certificates. (b) All reductions in the Class Note Balance of a Note (or one or more Predecessor Notes) effected by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note shall be payable only upon presentation and surrender thereof on or after the Payment Date therefor at the designated office of the Indenture Trustee located within the United States of America pursuant to Section 3.02. Whenever the Indenture Trustee expects that the entire unpaid Class Note Balance of any Note will be paid. Such notice shall be mailed or transmitted by facsimile not less become due and payable on the next Payment Date, other than 15 nor more pursuant to a redemption pursuant to Article X hereof, it shall, no later than 30 days two (2) Business Days prior to such final Payment Date, shall specify mail to each Person in whose name a Note to be so retired is registered at the close of business on such otherwise applicable Record Date a notice to the effect that: (i) the Indenture Trustee expects that funds sufficient to pay such final installment will be available in the Payment Account on such Payment Date; and (ii) if such funds are available, (a) such final installment will be payable on such Payment Date, but only upon presentation and surrender of such Note at the office or agency of the Note Registrar maintained for such purpose pursuant to Section 3.02 (the address of which shall be set forth in such notice) and (b) no interest shall specify the place where accrue on such Note may after such Payment Date. Notices in connection with redemptions of Notes shall be presented and surrendered for payment of such installmentmailed to Noteholders in accordance with Section 10.02 hereof. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section 2.08, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such tax other Note. Any checks mailed pursuant to paragraph (a) of this Section 2.08 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. Section 3.03 hereof. (d) The Issuer will instruct Indenture Trustee’s Remittance Report, shall be prepared by the Indenture Trustee regarding based on the imposition loan level data provided in the Servicer Remittance Report delivered to the Indenture Trustee pursuant to the Sale and Servicing Agreement. The Indenture Trustee shall not have any responsibility to recalculate, verify or recompute information contained in any tape, electronic data file or disk or Servicer Remittance Report delivered to the Indenture Trustee pursuant to the Sale and Servicing Agreement except to the extent necessary to satisfy all obligations under this Section 2.08(d). Within thirty (30) days after the end of such withholding tax and, upon receiving such instructioneach calendar year, the Indenture Trustee is hereby authorized will be required to furnish to each Person who at any time during the calendar year was a Noteholder, if requested in writing by such person, a statement containing the information set forth in subclauses (a), (b) and directed (c) in the definition of “Indenture Trustee’s Remittance Report,” aggregated for such calendar year. Such obligation will be deemed to retain from amounts otherwise distributable have been satisfied to the Noteholders sufficient funds for extent that substantially comparable information is provided pursuant to any requirements of the payment of any tax that is legally owed by the Trust Code as are from time to time in force. From time to time (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Personno more than once per calendar month), upon the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In written request of the event that any Noteholder wishes to apply for a refund of any such withholding taxDepositor, the Sponsor, the Servicer, the Indenture Trustee shall reasonably cooperate report to the Depositor, the Sponsor and the Servicer the amount then held in each Account (including with respect to the Noteholder in making such claim so long as the Noteholder agrees to reimburse Collection Account, investment earnings accrued) held by the Indenture Trustee for any out-of-pocket expenses incurredand the identity of the investments included therein.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Payments on Notes and the Class B issued as Book-Entry Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall will be payable made by or on each related Payment Date as specified in such Notes, pursuant to Section 5.06 behalf of the Sale and Servicing Agreement and Section 3.01 hereofIndenture Trustee to the Clearing Agency or its nominee. Any installment of interest or principal payable on any Note Definitive Notes that is punctually paid or duly provided for by the Issuer Trust on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding for such Class of Notes and such Distribution Date by either (i) check mailed to such Person's address as it appears in the Payment Note Register on such Record Date, or (ii) by wire transfer of immediately available funds to the account of a Noteholder, if such Noteholder (A) is the registered holder of Definitive Notes having an initial principal amount of at least $1,000,000 and (B) has provided the Indenture Trustee with wiring instructions in writing by five (5) Business Days prior to the related Record Date on which or has provided the Indenture Trustee with such instructions for any previous Distribution Date, except for the final installment of principal payable with respect to such Note (or the Redemption Price for any Note called for redemption, if such redemption will result in payment of the then entire unpaid Note Principal Balance of such Note), which shall be payable as provided in subsection (b) of this Section 2.08. A fee may be charged by the Indenture Trustee to a Holder of Definitive Notes for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07. (b) All reductions in the Note Principal Balance of a Note (or one or more Predecessor Notes) effected by payments of installments of principal made on any Distribution Date shall be binding upon all Holders of such Note and interest of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note (including the Redemption Price of any Note called for optional redemption, if such optional redemption will result in payment of the entire unpaid Note Principal Balance of such Note) shall be payable only upon presentation and surrender thereof on or after the Distribution Date therefor at the Corporate Trust Office of the Indenture Trustee located within the United States of America pursuant to Section 3.02. Whenever the Indenture Trustee expects that the entire unpaid Note Principal Balance of any Note will be paid. Such notice shall be mailed or transmitted by facsimile not less become due and payable on the next Distribution Date, other than 15 nor more pursuant to a redemption pursuant to Article X, it shall, no later than 30 days two (2) Business Days prior to such final Payment Distribution Date, shall specify telecopy or hand deliver to each Person in whose name a Note to be so retired is registered at the close of business on such otherwise applicable Record Date a notice to the effect that: (i) the Indenture Trustee expects that funds sufficient to pay such final installment will be available in the related Distribution Account on such Distribution Date; and (ii) if such funds are available, (A) such final installment will be payable on such Distribution Date, but only upon presentation and surrender of such Note at the office or agency of the Note Registrar maintained for such purpose pursuant to Section 3.02 (the address of which shall be set forth in such notice) and (B) no interest shall specify the place where accrue on such Note may be presented and surrendered for payment after such Distribution Date. A copy of such installmentform of notice shall be sent to the Note Insurer by the Indenture Trustee. Notices in connection with redemptions of Notes shall be mailed to Noteholders in accordance with Section 10.02 hereof. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section 2.08, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such tax other Note. Any checks mailed pursuant to subsection (a) of this Section 2.08 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. The Issuer will instruct Section 3.03 hereof. (d) Each (i) Indenture Trustee's Remittance Report, prepared by the Indenture Trustee, based solely on the Servicer Remittance Report delivered to the Indenture Trustee pursuant to the Sale and Servicing Agreement, and (ii) each report regarding the imposition Mortgage Loans delivered to the Indenture Trustee by the Servicer pursuant to Section 5.16(b) of the Sale and Servicing Agreement, shall be delivered by the Indenture Trustee to the Note Insurer, the Rating Agencies, the Servicer, the Owner Trustee, the Depositor and each Noteholder as the statements required pursuant to Section 8.06 hereof. Neither the Indenture Trustee nor the Collateral Agent shall have any responsibility to recalculate, verify or recompute information contained in any such withholding tax andtape, upon receiving electronic data file or disk or any such instructionServicer Remittance Report except to the extent necessary to satisfy all obligations under this Section 2.08(d). Within ninety (90) days after the end of each calendar year, the Indenture Trustee is hereby authorized will be required to furnish to each Person who at any time during the calendar year was a Noteholder, if requested in writing by such person, a statement containing the information set forth in subclauses (a), (b) and directed (c) in the definition of "Indenture Trustee's Remittance Report," aggregated for such calendar year or the applicable portion thereof during which such person was a Noteholder. Such obligation will be deemed to retain from amounts otherwise distributable have been satisfied to the Noteholders sufficient funds for extent that substantially comparable information is provided pursuant to any requirements of the payment of any tax that is legally owed by the Trust Code as are from time to time in force. From time to time (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Personno more than once per calendar month), upon the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In written request of the event that any Noteholder wishes to apply for a refund of any such withholding taxDepositor, the Servicer or the Note Insurer, the Indenture Trustee shall reasonably cooperate with report to the Noteholder Depositor, the Servicer and the Note Insurer the amount then held in making such claim so long as the Noteholder agrees to reimburse each Account (including investment earnings accrued) held by the Indenture Trustee for and the identity of the investments included therein. From time to time, at the request of the Note Insurer, the Indenture Trustee shall report to the Note Insurer with respect to the actual knowledge of a Responsible Officer, without independent investigation, of any out-of-pocket expenses incurredbreach of any of the representations or warranties relating to individual Mortgage Loans set forth in Section 3.03 of the Unaffiliated Seller's Agreement. The Indenture Trustee shall also provide the Note Insurer such other information within its control as may be reasonably requested by it.

Payments of Principal and Interest. (a) The Class A-1 A‑1 Notes, the Class A-2 A‑2[a] Notes, [the Class A-2b Notes,] the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 A‑1 Rate, the Class A-2 A‑2[a] Rate, [the Class A-2b Rate,] the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 fifteen (15) nor more than 30 thirty (30) days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Payments on Notes and the Class B issued as Book-Entry Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall will be payable made by or on each related Payment Date as specified in such Notes, pursuant to Section 5.06 behalf of the Sale and Servicing Agreement and Section 3.01 hereofIndenture Trustee to the Clearing Agency or its nominee. Any installment of interest or principal payable on any Note Definitive Notes that is punctually paid or duly provided for by the Issuer Trust on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the for such Class of Notes and such Payment Date by either (i) wire transfer of immediately available funds to the account of a Noteholder, if such Noteholder has provided the Indenture Trustee with wiring instructions in writing by five (5) Business Days prior to the related Record Date or has provided the Indenture Trustee with such instructions for any previous Payment Date or (ii) check mailed to such Person’s address as it appears in the Note Register on which such Record Date, except for the final installment of principal payable with respect to such Note, which shall be payable as provided in subsection (b) of this Section 2.08. A fee may be charged by the Indenture Trustee to a Holder of Definitive Notes for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07. Payments on Certificates will be made by or on behalf of the Indenture Trustee to or at the direction of the Person in whose name such Certificate is registered by either (i) wire transfer of immediately available funds to the account directed by a Certificateholder, if such Certificateholder (A) is Accredited Home Lenders, Inc. or its affiliate and interest (B) has provided the Indenture Trustee with wiring instructions in writing by five (5) Business Days prior to the related payment Date or has provided the Indenture Trustee with such instructions for any previous Payment Date or (ii) check mailed to such Person’s address as it appears in the Certificate Register on such Record Date. A fee may be charged by the Indenture Trustee to a Certificateholder for any payment made by wire transfer. The Indenture Trustee shall be entitled to rely on information provided by the Owner Trustee as Certificate Registrar as to all matters related to the Certificate Registrar and the Certificates. (b) All reductions in the Class Note Balance of a Note (or one or more Predecessor Notes) effected by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note shall be payable only upon presentation and surrender thereof on or after the Payment Date therefor at the designated office of the Indenture Trustee located within the United States of America pursuant to Section 3.02. Whenever the Indenture Trustee expects that the entire unpaid Class Note Balance of any Note will be paid. Such notice shall be mailed or transmitted by facsimile not less become due and payable on the next Payment Date, other than 15 nor more pursuant to a redemption pursuant to Article X, it shall, no later than 30 days two (2) Business Days prior to such final Payment Date, shall specify mail to each Person in whose name a Note to be so retired is registered at the close of business on such otherwise applicable Record Date a notice to the effect that: (i) the Indenture Trustee expects that funds sufficient to pay such final installment will be available in the Payment Account on such Payment Date; and (ii) if such funds are available, (a) such final installment will be payable on such Payment Date, but only upon presentation and surrender of such Note at the office or agency of the Note Registrar maintained for such purpose pursuant to Section 3.02 (the address of which shall be set forth in such notice) and (b) no interest shall specify the place where accrue on such Note may after such Payment Date. Notices in connection with redemptions of Notes shall be presented and surrendered for payment of such installmentmailed to Noteholders in accordance with Section 10.02 hereof. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section 2.08, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such tax other Note. Any checks mailed pursuant to paragraph (a) of this Section 2.08 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. Section 3.03 hereof. (d) The Issuer will instruct Indenture Trustee’s Remittance Report, shall be prepared by the Indenture Trustee regarding based on the imposition loan level data provided in the Servicer Remittance Report delivered to the Indenture Trustee pursuant to the Sale and Servicing Agreement. The Indenture Trustee shall not have any responsibility to recalculate, verify or recompute information contained in any tape, electronic data file or disk or Servicer Remittance Report delivered to the Indenture Trustee pursuant to the Sale and Servicing Agreement except to the extent necessary to satisfy all obligations under this Section 2.08(d). Within thirty (30) days after the end of such withholding tax and, upon receiving such instructioneach calendar year, the Indenture Trustee is hereby authorized will be required to furnish to each Person who at any time during the calendar year was a Noteholder, if requested in writing by such person, a statement containing the information set forth in subclauses (a), (b) and directed (c) in the definition of “Indenture Trustee’s Remittance Report,” aggregated for such calendar year. Such obligation will be deemed to retain from amounts otherwise distributable have been satisfied to the Noteholders sufficient funds for extent that substantially comparable information is provided pursuant to any requirements of the payment of any tax that is legally owed by the Trust Code as are from time to time in force. From time to time (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Personno more than once per calendar month), upon the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In written request of the event that any Noteholder wishes to apply for a refund of any such withholding taxSeller, the Sponsor, the Servicer, the Indenture Trustee shall reasonably cooperate with report to the Noteholder Seller, the Sponsor and the Servicer the amount then held in making such claim so long as the Noteholder agrees to reimburse each Account (including investment earnings accrued) held by the Indenture Trustee for any out-of-pocket expenses incurredand the identity of the investments included therein.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note Bond that is punctually paid out of the Collateral Proceeds Account pursuant to Section 3.03 or duly provided for by the Issuer on the applicable Payment Date or Redemption Date shall be paid to the Person in whose name such Note Bond (or one or more Predecessor NotesBonds) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding for such applicable Payment Date or Redemption Date by payment to the Depository, which shall credit the amount of such payments to the accounts of its Depository Participants in accordance with its normal procedures, provided that in the event the Bonds are no longer maintained as Book-Entry Bonds, payment shall be made by check mailed to such Person's address as it appears in the Bond Register on such Record Date or upon prior notice given to the Trustee, by wire transfer of immediately available funds to the accounts specified by such Person, except for the final payment of principal payable with respect to such Bond (or the Redemption Price) for any Bond called for redemption, if such redemption will result in payment of the then entire unpaid principal amount of such Bond), which shall be payable as provided in subsection (b) of this Section 3.02. Each Depository Participant shall be responsible for disbursing such payments to the Bond Owners of the Book-Entry Bonds that it represents and to each brokerage firm for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Bond Owners of the Book-Entry Bonds that it represents. All such credits and disbursements are to be made by the Depository and the Depository Participants in accordance with the provisions of the Bonds. Neither the Trustee nor the Issuer shall have any responsibility therefor except as otherwise provided by applicable law. Any payment of interest or principal payable on any Bond which otherwise would be due and payable on a day which is not a Business Day shall be payable on the next succeeding Business Day and shall be deemed to have been paid on such non-Business Day on which such payment was otherwise payable. (b) All reductions in the principal amount of a Bond (or one or more Predecessor Bonds) effected by payments of principal made on any Payment Date or Redemption Date shall be binding upon all Holders of such Bonds and of any Bonds issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Bonds. The final payment of principal of each Bond (including the Redemption Price of any Bond called for redemption pursuant to Article XI) shall be payable only upon presentation and surrender on or after the Payment Date or Redemption Date therefor at the office or agency of the Issuer maintained by it for such purpose pursuant to Section 9.01. As soon as practicable prior to each Payment Date, the Trustee shall determine whether, on the basis of Collateral Proceeds received and expected to be received during the related Collection Period and withdrawn from the Collateral Proceeds Account pursuant to Section 3.03(c), the entire remaining unpaid principal amount of the Bonds will become due and payable on that Payment Date or whether in accordance with Section 3.09(c), the Interest Reserve Amount equals or exceeds the Aggregate Current Principal Amount of Outstanding Bonds, and, if so, the Trustee shall, no later than five days prior to such Payment Date, mail or cause to be mailed to the Issuer and to each Person in whose name a Bond to be so retired is registered at the close of business on the Record Date a notice to the effect that: (i) it is expected that funds sufficient to pay such final payment will be available in the Collateral Proceeds Account and the Reserve Fund on such Payment Date, and (ii) if such funds are available, (A) such final payment will be payable on such Payment Date, but only upon presentation and surrender of such Bond at the office or agency of the Issuer maintained for such purpose pursuant to Section 9.01 (the address of which shall be set forth in such notice), and (B) interest shall accrue on such Bond up to the final installment Business Day preceding such Payment Date. Notices in connection with redemptions of Bonds shall contain the information set forth in, and be mailed in accordance with, Section 11.03. (c) Subject to the foregoing provisions of this Section 3.02, each Bond delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Bond shall represent the rights to unpaid principal and interest that were represented by such other Bond. Any checks mailed pursuant to subsection (a) of this Section 3.02 and returned undelivered shall be held in accordance with Section 9.02. (d) Notwithstanding any of the provisions of this Section with respect to payments of principal of and interest on the Bonds, if the Bonds have become or been declared due and payable in accordance with Section 3.09(c) or following an Event of Default and such acceleration of maturity and its consequences have not been rescinded and annulled, then payments of principal of and interest on such Note will be paid. Such notice Bonds shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders made in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurredSection 6.07.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B A-4 Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B A-4 Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note and, as applicable, the Subordinated Seller's Interest, shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B A-4 Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, and the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Distribution Date as specified in such Notes, the applicable Note by applying amounts available pursuant to Section 5.06 of the Sale and Servicing Agreement and to Section 3.01 hereofof this Indenture. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Personnominee, except for the final installment of principal payable with respect to such Note on a Distribution Date or on the applicable Final Scheduled Distribution Date, which shall be payable as provided below. (b) The principal of each Note shall be payable in installments on each Payment Distribution Date by applying amounts available pursuant to Section 5.06 of the Sale and Servicing Agreement Agreement. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and subject payable, if not previously paid, from and after the date on which the Indenture Trustee or the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), have declared the Notes to be immediately due and payable in the availability manner provided in Section 5.02 in connection with an Event of funds thereforDefault. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Distribution Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Distribution Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Payments on Notes and the Class B issued as Book-Entry Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall will be payable made by or on each related Payment Date as specified in such Notes, pursuant to Section 5.06 behalf of the Sale and Servicing Agreement and Section 3.01 hereofIndenture Trustee to the Clearing Agency or its nominee. Any installment of interest or principal payable on any Note Definitive Notes that is punctually paid or duly provided for by the Issuer Trust on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the for such Class of Notes and such Payment Date by either (i) wire transfer of immediately available funds to the account of a Noteholder, if such Noteholder (a) is the registered holder of Definitive Notes having an initial principal amount of at least $1,000,000 and (b) has provided the Indenture Trustee with wiring instructions in writing by five (5) Business Days prior to the related Record Date or has provided the Indenture Trustee with such instructions for any previous Payment Date or (ii) check mailed to such Person’s address as it appears in the Note Register on which such Record Date, except for the final installment of principal payable with respect to such Note, which shall be payable as provided in subsection (b) of this Section 2.08. A fee may be charged by the Indenture Trustee to a Holder of Definitive Notes for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07. Payments on Certificates will be made by or on behalf of the Indenture Trustee to or at the direction of the Person in whose name such Certificate is registered by either (i) wire transfer of immediately available funds to the account directed by a Certificateholder, if such Certificateholder (A) is Accredited Home Lenders, Inc. or its affiliate and interest (B) has provided the Indenture Trustee with wiring instructions in writing by five (5) Business Days prior to the related payment Date or has provided the Indenture Trustee with such instructions for any previous Payment Date or (ii) check mailed to such Person’s address as it appears in the Certificate Register on such Record Date. A fee may be charged by the Indenture Trustee to a Certificateholder for any payment made by wire transfer. The Indenture Trustee shall be entitled to rely on information provided by the Owner Trustee as Certificate Registrar as to all matters related to the Certificate Registrar and the Certificates. (b) All reductions in the Note Principal Balance of a Note (or one or more Predecessor Notes) effected by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note shall be payable only upon presentation and surrender thereof on or after the Payment Date therefor at the designated office of the Indenture Trustee located within the United States of America pursuant to Section 3.02. Whenever the Indenture Trustee expects that the entire unpaid Note Principal Balance of any Note will be paid. Such notice shall be mailed or transmitted by facsimile not less become due and payable on the next Payment Date, other than 15 nor more pursuant to a redemption pursuant to Article X, it shall, no later than 30 days two (2) Business Days prior to such final Payment Date, shall specify mail to each Person in whose name a Note to be so retired is registered at the close of business on such otherwise applicable Record Date a notice to the effect that: (i) the Indenture Trustee expects that funds sufficient to pay such final installment will be available in the related Payment Account on such Payment Date; and (ii) if such funds are available, (a) such final installment will be payable on such Payment Date, but only upon presentation and surrender of such Note at the office or agency of the Note Registrar maintained for such purpose pursuant to Section 3.02 (the address of which shall be set forth in such notice) and (b) no interest shall specify the place where accrue on such Note may be presented and surrendered for payment after such Payment Date. A copy of such installmentform of notice shall be sent to the Note Insurer by the Indenture Trustee. Notices in connection with redemptions of Notes shall be mailed to Noteholders in accordance with Section 10.02 hereof. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section 2.08, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such tax other Note. Any checks mailed pursuant to paragraph (a) of this Section 2.08 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. Section 3.03 hereof. (d) The Issuer will instruct Indenture Trustee’s Remittance Report, shall be prepared by the Indenture Trustee regarding based on the imposition loan level data provided in the Servicer Remittance Report delivered to the Indenture Trustee pursuant to the Sale and Servicing Agreement. The Indenture Trustee shall not have any responsibility to recalculate, verify or recompute information contained in any tape, electronic data file or disk or Servicer Remittance Report delivered to the Indenture Trustee pursuant to the Sale and Servicing Agreement except to the extent necessary to satisfy all obligations under this Section 2.08(d). Within thirty (30) days after the end of such withholding tax and, upon receiving such instructioneach calendar year, the Indenture Trustee is hereby authorized will be required to furnish to each Person who at any time during the calendar year was a Noteholder, if requested in writing by such person, a statement containing the information set forth in subclauses (a), (b) and directed (c) in the definition of “Indenture Trustee’s Remittance Report,” aggregated for such calendar year. Such obligation will be deemed to retain from amounts otherwise distributable have been satisfied to the Noteholders sufficient funds for extent that substantially comparable information is provided pursuant to any requirements of the payment of any tax that is legally owed by the Trust Code as are from time to time in force. From time to time (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Personno more than once per calendar month), upon the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In written request of the event that any Noteholder wishes to apply for a refund of any such withholding taxSeller, the Sponsor, the Master Servicer, the Backup Servicer or the Note Insurer, the Indenture Trustee shall reasonably cooperate with report to the Noteholder Seller, the Sponsor, the Master Servicer, the Backup Servicer and the Note Insurer the amount then held in making such claim so long as the Noteholder agrees to reimburse each Account (including investment earnings accrued) held by the Indenture Trustee for and the identity of the investments included therein. From time to time, at the request of the Note Insurer, the Indenture Trustee shall report to the Note Insurer with respect to the actual knowledge of a Responsible Officer, without independent investigation, of any out-of-pocket expenses incurredbreach of any of the representations or warranties relating to individual Mortgage Loans set forth in Section 4.01 of the Sale and Servicing Agreement. The Indenture Trustee shall also provide the Note Insurer such other information within its control as may be reasonably requested by the Note Insurer.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Payments on Notes and the Class B issued as Book-Entry Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall will be payable made by or on each related Payment Date as specified in such Notes, pursuant to Section 5.06 behalf of the Sale and Servicing Agreement and Section 3.01 hereofIndenture Trustee to the Clearing Agency or its nominee. Any installment of interest or principal payable on any Note Definitive Notes that is punctually paid or duly provided for by the Issuer Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the for such Class of Notes and such Payment Date by either (i) wire transfer of immediately available funds to the account of a Noteholder, if such Noteholder has provided the Indenture Trustee with wiring instructions in writing by five (5) Business Days prior to the related Record Date or has provided the Indenture Trustee with such instructions for any previous Payment Date or (ii) check mailed to such Person’s address as it appears in the Note Register on which such Record Date, except for the final installment of principal payable with respect to such Note, which shall be payable as provided in subsection (b) of this Section 2.08. A fee may be charged by the Indenture Trustee to a Holder of Definitive Notes for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07. Payments on Certificates will be made by or on behalf of the Indenture Trustee to or at the direction of the Person in whose name such Certificate is registered by either (i) wire transfer of immediately available funds to the account directed by a Certificateholder, if such Certificateholder (A) is NovaStar Mortgage Inc. or its affiliate and interest (B) has provided the Indenture Trustee with wiring instructions in writing by five (5) Business Days prior to the related payment Date or has provided the Indenture Trustee with such instructions for any previous Payment Date or (ii) check mailed to such Person’s address as it appears in the Certificate Register on such Record Date. A fee may be charged by the Indenture Trustee to a Certificateholder for any payment made by wire transfer. The Indenture Trustee shall be entitled to rely on information provided by the Owner Trustee as Certificate Registrar as to all matters related to the Certificate Registrar and the Certificates. (b) All reductions in the Class Note Balance of a Note (or one or more Predecessor Notes) effected by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note shall be payable only upon presentation and surrender thereof on or after the Payment Date therefor at the designated office of the Indenture Trustee located within the United States of America pursuant to Section 3.02. Whenever the Indenture Trustee expects that the entire unpaid Class Note Balance of any Note will be paid. Such notice shall be mailed or transmitted by facsimile not less become due and payable on the next Payment Date, other than 15 nor more pursuant to a redemption pursuant to Article X, it shall, no later than 30 days two (2) Business Days prior to such final Payment Date, shall specify mail to each Person in whose name a Note to be so retired is registered at the close of business on such otherwise applicable Record Date a notice to the effect that: (i) the Indenture Trustee expects that funds sufficient to pay such final installment will be available in the Payment Account on such Payment Date; and (ii) if such funds are available, (a) such final installment will be payable on such Payment Date, but only upon presentation and surrender of such Note at the office or agency of the Note Registrar maintained for such purpose pursuant to Section 3.02 (the address of which shall be set forth in such notice) and (b) no interest shall specify the place where accrue on such Note may after such Payment Date. Notices in connection with redemptions of Notes shall be presented and surrendered for payment of such installmentmailed to Noteholders in accordance with Section 10.02 hereof. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section 2.08, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such tax other Note. Any checks mailed pursuant to paragraph (a) of this Section 2.08 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurredSection 3.03 hereof.

Payments of Principal and Interest. Borrower shall pay to the Agent, for the ratable benefit of the Lenders, (ai) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue three (3) consecutive payments of interest during each Interest Period only (payable monthly in arrears) at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment rate of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person determined in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, 2.3(a) on the Indenture Trustee shall notify the Person first day of each calendar month (a “Scheduled Payment Date”) commencing on 1 February 2008; and (ii) thirty three (33) equal consecutive payments of principal and interest (payable monthly in whose name a Note is registered arrears) at the close rate of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders determined in accordance with this Section. The Issuer will instruct Section 2.3(a) (a “Scheduled Payment”) on each Scheduled Payment Date commencing on 1 May 2008, with the Indenture Trustee regarding the imposition amount of each such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed principal and interest to be as set out in Part 1 of Schedule B and otherwise calculated by the Trust (but such authorization shall not prevent Agent to be sufficient to fully amortize the Indenture Trustee from contesting any such tax in appropriate proceedings, principal and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed interest due with respect to the Noteholders Term Loan over such repayment period, PROVIDED THAT, if the Agent is satisfied that the Borrower has after the Closing Date received at least USD$30,000,000 in unrestricted cash proceeds net of all fees and costs (other than those incurred and paid prior to Closing Date) from the sale and issuance of the Parent’s capital stock, which equity issuance shall be treated as cash distributed on terms and conditions, and subject to documentation, reasonably satisfactory to Agent (“Additional Capital Raise”), on or before 31 March 2008 then the Agent shall issue the Borrower (with a copy to each Lender) with a written notice confirming that such equity issuance satisfies these requirements. Upon the issuance of such confirmation notice, the interest only period in clause 2.3(b)(i) shall be extended for an additional three (3) month period (to an aggregate interest only period of six (6) months) and making a corresponding adjustment to the Noteholders at amounts of principal and interest payable on the time it is withheld by first day of each of the Trust remaining months under clause 2.3(b)(ii) such that those amounts will thereafter be as set out in Part 2 of Schedule B. Notwithstanding the foregoing, all unpaid principal and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable accrued interest with respect to any distribution a Term Loan is due and payable in full to Agent, for the ratable benefit of Lenders, on the earlier of (such as any distribution to a Non-U.S. Person), A) 1 January 2011 or (B) the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In date that the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.Term Loan otherwise becomes due and payable hereunder,

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B A-4 Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B A-4 Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date. With respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee, except for the final installment of principal payable with respect to such Note on a Payment Date or on the applicable Final Scheduled Payment Date, which shall be payable as provided below. Such payment will be made by check mailed first-class postage prepaid to such Person's address as it appears on the Note Register on such Record Date or by wire transfer to the account specified by the registered holder of any Note with a face amount of at least $10,000,000. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B A-4 Notes shall accrue interest during each Interest Period at the Class A-1 Interest Rate, the Class A-2 Interest Rate, the Class A-3 Rate, the Class A-4 Interest Rate and the Class B A-4 Interest Rate, respectively, and such interest shall be payable on each related Payment Distribution Date as specified in such Notes, the applicable Note by applying amounts available pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereofof this Indenture. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Personnominee, except for the final installment of principal payable with respect to such Note on a Distribution Date or on the applicable Final Scheduled Distribution Date, which shall be payable as provided below. (b) The principal of each Note shall be payable in installments on each Payment Distribution Date by applying amounts available pursuant to Section 5.06 of the Sale and Servicing Agreement Agreement. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and subject payable, if not previously paid, on the earlier of (i) from and after the date on which the Notes have been declared to be immediately due and payable in the availability manner provided in Section 5.02 in connection with an Event of funds thereforDefault and (ii) with respect to any Class of Notes, on the Final Scheduled Payment Date or the Redemption Date for that Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such 6 (Nissan 2013-C Indenture) Class entitled thereto. In accordance with Section 10.01, the The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Distribution Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 10 nor more than 30 days prior to such final Payment Distribution Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Payments on Notes and the Class B issued as Book-Entry Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall will be payable made by or on each related Payment Date as specified in such Notes, pursuant to Section 5.06 behalf of the Sale and Servicing Agreement and Section 3.01 hereofIndenture Trustee to the Clearing Agency or its nominee. Any installment of interest or principal payable on any Note Definitive Notes that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the for such Payment Date by either (i) check mailed to such Person's address as it appears in the Note Register on which such Record Date, or (ii) by wire transfer of immediately available funds to the account of a Noteholder, if such Noteholder (A) is the registered holder of Definitive Notes having an initial principal amount of at least $1,000,000 and (B) has provided the Indenture Trustee with wiring instructions in writing by five Business Days prior to the related Record Date or has provided the Indenture Trustee with such instructions for any previous Payment Date, except for the final installment of principal payable with respect to such Note (or the Redemption Price for any Note called for redemption, if such redemption will result in payment of the then entire unpaid principal amount of such Note), which shall be payable as provided in subsection (b) below of this Section 2.08. A fee may be charged by the Indenture Trustee to a Noteholder of Definitive Notes for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07. (b) All reductions in the principal amount of a Note (or one or more Predecessor Notes) effected by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Note and interest of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note (including the Redemption Price of any Note called for optional redemption, if such optional redemption will result in payment of the entire unpaid principal amount of such Note) shall be payable only upon presentation and surrender thereof on or after the Payment Date therefor at the Indenture Trustee's presenting office located within the United States of America pursuant to Section 3.02. -29- Whenever the Indenture Trustee expects that the entire remaining unpaid principal amount of any Note will be paid. Such notice shall be mailed or transmitted by facsimile not less become due and payable on the next Payment Date other than 15 nor more pursuant to a redemption pursuant to Article X, it shall, no later than 30 two days prior to such final Payment Date, shall specify telecopy or hand deliver to each Person in whose name a Note to be so retired is registered at the close of business on such otherwise applicable Record Date a notice to the effect that: (i) the Indenture Trustee expects that funds sufficient to pay such final installment will be available in the Note Account on such Payment Date; and (ii) if such funds are available, (A) such final installment will be payable on such Payment Date, but only upon presentation and surrender of such Note at the office or agency of the Note Registrar maintained for such purpose pursuant to Section 3.02 (the address of which shall be set forth in such notice) and (B) no interest shall specify the place where accrue on such Note may be presented and surrendered for payment after such Payment Date. A copy of such installmentform of notice shall be sent to the Note Insurer by the Indenture Trustee. Notices in connection with redemptions of Notes shall be mailed to Noteholders in accordance with Section 10.02. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such tax other Note. Any checks mailed pursuant to subsection (a) of this Section 2.08 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. The Issuer will instruct Section 3.03. (d) Each Payment Date Statement, prepared by the Indenture Trustee regarding based on the imposition Servicer Remittance Report delivered to the Indenture Trustee pursuant to the Servicing Agreement, shall be made available via the Indenture Trustee's internet website and its fax-on-demand service to the Note Insurer, the Rating Agencies, the Owner Trustee, the Underwriters (as defined in the Insurance Agreement) and each Noteholder as the statement required pursuant to Section 8.06. Noteholders that are unable to use the above distribution options are entitled to have a paper copy mailed to them via first class mail by calling the customer service desk at and indicating such. Neither the Indenture Trustee nor the Paying Agent shall have any responsibility to recalculate, verify or recompute information contained in any such tape, electronic data file or disk or any such Servicer Remittance Report except to the extent necessary to satisfy all obligations under this Section 2.08(d) and under Article III of such withholding tax and, upon receiving such instructionthe Servicing Agreement. Within 90 days after the end of each calendar year, the Indenture Trustee is hereby authorized will be required to furnish to each person who at any time during the calendar year was a Noteholder, if requested in writing by such person, a statement containing the information set forth in subclauses (i) and directed (ii) in the definition of "Payment Date Statement," aggregated for such calendar year or the applicable portion thereof during which such person was a Noteholder. Such obligation will be deemed to retain from amounts otherwise distributable have been satisfied to the Noteholders sufficient funds for the payment of any tax extent that substantially comparable information is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect provided pursuant to any distribution (such requirements of the Code as any distribution are from time to a Non-U.S. Person), the Indenture Trustee may time in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurredforce.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Payments on Notes and the Class B issued as Book-Entry Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall will be payable made by or on each related Payment Date as specified in such Notes, pursuant to Section 5.06 behalf of the Sale and Servicing Agreement and Section 3.01 hereofIndenture Trustee to the Clearing Agency or its nominee. Any installment of interest or principal payable on any Note Definitive Notes that is punctually paid or duly provided for by the Issuer Trust on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the for such Notes and such Payment Date by either (i) check mailed to such Person's address as it appears in the Note Register on which such Record Date, or (ii) by wire transfer of immediately available funds to the account of a Noteholder, if such Noteholder (A) is the registered holder of Definitive Notes having an initial principal amount of at least $1,000,000 and (B) has provided the Indenture Trustee with wiring instructions in writing by five (5) Business Days prior to the related Record Date or has provided the Indenture Trustee with such instructions for any previous Payment Date, except for the final installment of principal payable with respect to such Note, which shall be payable as provided in subsection (b) of this Section 2.08. A fee may be charged by the Indenture Trustee to a Holder of Definitive Notes for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07. (b) All reductions in the Note Principal Balance of a Note (or one or more Predecessor Notes) effected by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Note and interest of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note shall be payable only upon presentation and surrender thereof on or after the Payment Date therefor at the Corporate Trust Office of the Indenture Trustee located within the United States of America pursuant to Section 3.02. Whenever the Indenture Trustee expects that the entire unpaid Note Principal Balance of any Note will be paid. Such notice shall be mailed or transmitted by facsimile not less become due and payable on the next Payment Date, other than 15 nor more pursuant to a redemption pursuant to Article X, it shall, no later than 30 days two (2) Business Days prior to such final Payment Date, shall specify telecopy or hand deliver to each Person in whose name a Note to be so retired is registered at the close of business on such otherwise applicable Record Date a notice to the effect that: (i) the Indenture Trustee expects that funds sufficient to pay such final installment will be available in the Payment Account on such Payment Date; and (ii) if such funds are available, (A) such final installment will be payable on such Payment Date, but only upon presentation and surrender of such Note at the office or agency of the Note Registrar maintained for such purpose pursuant to Section 3.02 (the address of which shall be set forth in such notice) and (B) no interest shall specify the place where accrue on such Note may be presented and surrendered for payment after such Payment Date. A copy of such installmentform of notice shall be sent to the Note Insurer by the Indenture Trustee. Notices in connection with redemptions of Notes shall be mailed to Noteholders in accordance with Section 10.02 hereof. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section 2.08, such tax shall reduce the amount otherwise distributable to the Noteholders each Note delivered under this Indenture upon registration of transfer of or in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds exchange for the payment or in lieu of any tax other Note shall carry the rights to unpaid principal and interest that is legally owed were carried by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.other

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 . (a) Payments on Notes and the Class B issued as Book-Entry Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall will be payable made by or on each related Payment Date as specified in such Notes, pursuant to Section 5.06 behalf of the Sale and Servicing Agreement and Section 3.01 hereofIndenture Trustee to the Clearing Agency or its nominee. Any installment of interest or principal payable on any Note Definitive Notes that is punctually paid or duly provided for by the Issuer Trust on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the for such Class of Notes and such Payment Date by either (i) check mailed to such Person's address as it appears in the Note Register on which such Record Date, or (ii) by wire transfer of immediately available funds to the account of a Noteholder, if such Noteholder (a) is the registered holder of Definitive Notes having an initial principal amount of at least $1,000,000 and (b) has provided the Indenture Trustee with wiring instructions in writing by five (5) Business Days prior to the related Record Date or has provided the Indenture Trustee with such instructions for any previous Payment Date, except for the final installment of principal payable with respect to such Note, which shall be payable as provided in subsection (b) of and this Section 2.08. A fee may be charged by the Indenture Trustee to a Holder of Definitive Notes for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07. Payments on Certificates will be made by or on behalf of the Indenture Trustee to or at the direction of the Person in whose name such Certificate is registered by either (i) check mailed to such Person's address as it appears in the Certificate Register on such Record Date, or (ii) by wire transfer of immediately available funds to the account directed by a Certificateholder, if such Certificateholder (A) is Accredited Home Lenders, Inc. and (B) has provided the Indenture Trustee with wiring instructions in writing by five (5) Business Days prior to the related payment Date or has provided the Indenture Trustee with such instructions for any previous Payment Date. A fee may be charged by the Indenture Trustee to a Certificateholder for any payment made by wire transfer. The Indenture Trustee shall be entitled to rely on information provided by the Owner Trustee as Certificate Registrar as to all matters related to the Certificate Registrar and the Certificates. (b) All reductions in the Note Principal Balance of a Note (or one or more Predecessor Notes) effected by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note shall be payable only upon presentation and surrender thereof on or after the Payment Date therefor at the Corporate Trust Office of the Indenture Trustee located within the United States of America pursuant to Section 3.02. Whenever the Indenture Trustee expects that the entire unpaid Note Principal Balance of any Note will be paid. Such notice shall be mailed or transmitted by facsimile not less become due and payable on the next Payment Date, other than 15 nor more pursuant to a redemption pursuant to Article X, it shall, no later than 30 days two (2) Business Days prior to such final Payment Date, shall specify mail to each Person in whose name a Note to be so retired is registered at the close of business on such otherwise applicable Record Date a notice to the effect that: (i) the Indenture Trustee expects that funds sufficient to pay such final installment will be available in the related Payment Account on such Payment Date; and (ii) if such funds are available, (a) such final installment will be payable on such Payment Date, but only upon presentation and surrender of such Note at the office or agency of the Note Registrar maintained for such purpose pursuant to Section 3.02 (the address of which shall be set forth in such notice) and (b) no interest shall specify the place where accrue on such Note may be presented and surrendered for payment after such Payment Date. A copy of such installmentform of notice shall be sent to the Note Insurer by the Indenture Trustee. Notices in connection with redemptions of Notes shall be mailed to Noteholders in accordance with Section 10.02 hereof. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section 2.08, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such tax other Note. Any checks mailed pursuant to paragraph (a) of this Section 2.08 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. Section 3.03 hereof. (d) The Issuer will instruct Indenture Trustee's Remittance Report, shall be prepared by the Indenture Trustee regarding based on the imposition loan level data provided in the Servicer Remittance Report delivered to the Indenture Trustee pursuant to the Sale and Servicing Agreement. The Indenture Trustee shall not have any responsibility to recalculate, verify or recompute information contained in any tape, electronic data file or disk or Servicer Remittance Report delivered to the Indenture Trustee pursuant to the Sale and Servicing Agreement except to the extent necessary to satisfy all obligations under this Section 2.08(d). Within thirty (30) days after the end of such withholding tax and, upon receiving such instructioneach calendar year, the Indenture Trustee is hereby authorized will be required to furnish to each Person who at any time during the calendar year was a Noteholder, if requested in writing by such person, a statement containing the information set forth in subclauses (a), (b) and directed (c) in the definition of "Indenture Trustee's Remittance Report," aggregated for such calendar year or the applicable portion thereof during which such person was a Noteholder. Such obligation will be deemed to retain from amounts otherwise distributable have been satisfied to the Noteholders sufficient funds for extent that substantially comparable information is provided pursuant to any requirements of the payment of any tax that is legally owed by the Trust Code as are from time to time in force. From time to time (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Personno more than once per calendar month), upon the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In written request of the event that any Noteholder wishes to apply for a refund of any such withholding taxSponsor, the Master Servicer, the Backup Servicer or the Note Insurer, the Indenture Trustee shall reasonably cooperate with report to the Noteholder Sponsor, the Master Service, the Backup Servicer and the Note Insurer the amount then held in making such claim so long as the Noteholder agrees to reimburse each Account (including investment earnings accrued) held by the Indenture Trustee for and the identity of the investments included therein. From time to time, at the request of the Note Insurer, the Indenture Trustee shall report to the Note Insurer with respect to the actual knowledge of a Responsible Officer, without independent investigation, of any out-of-pocket expenses incurredbreach of any of the representations or warranties relating to individual Mortgage Loans set forth in Section 4.01 of the Sale and Servicing Agreement. The Indenture Trustee shall also provide the Note Insurer such other information within its control as may be reasonably requested by the Note Insurer.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Payments on Notes and the Class B issued as Book-Entry Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall will be payable made by or on each related Payment Date as specified in such Notes, pursuant to Section 5.06 behalf of the Sale and Servicing Agreement and Section 3.01 hereofIndenture Trustee to the Clearing Agency or its nominee. Any installment of interest or principal payable on any Note Definitive Notes that is punctually paid or duly provided for by the Issuer Trust on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the for such Class of Notes and such Payment Date by either (i) wire transfer of immediately available funds to the account of a Noteholder, if such Noteholder (a) is the registered holder of Definitive Notes having an initial principal amount of at least $1,000,000 and (b) has provided the Indenture Trustee with wiring instructions in writing by five (5) Business Days prior to the related Record Date or has provided the Indenture Trustee with such instructions for any previous Payment Date or (ii) check mailed to such Person's address as it appears in the Note Register on which such Record Date, except for the final installment of principal payable with respect to such Note, which shall be payable as provided in subsection (b) of this Section 2.08. A fee may be charged by the Indenture Trustee to a Holder of Definitive Notes for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07. Payments on Certificates will be made by or on behalf of the Indenture Trustee to or at the direction of the Person in whose name such Certificate is registered by either (i) wire transfer of immediately available funds to the account directed by a Certificateholder, if such Certificateholder (A) is Accredited Home Lenders, Inc. and interest (B) has provided the Indenture Trustee with wiring instructions in writing by five (5) Business Days prior to the related payment Date or has provided the Indenture Trustee with such instructions for any previous Payment Date or (ii) check mailed to such Person's address as it appears in the Certificate Register on such Record Date. A fee may be charged by the Indenture Trustee to a Certificateholder for any payment made by wire transfer. The Indenture Trustee shall be entitled to rely on information provided by the Owner Trustee as Certificate Registrar as to all matters related to the Certificate Registrar and the Certificates. (b) All reductions in the Note Principal Balance of a Note (or one or more Predecessor Notes) effected by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note shall be payable only upon presentation and surrender thereof on or after the Payment Date therefor at the designated office of the Indenture Trustee located within the United States of America pursuant to Section 3.02. Whenever the Indenture Trustee expects that the entire unpaid Note Principal Balance of any Note will be paid. Such notice shall be mailed or transmitted by facsimile not less become due and payable on the next Payment Date, other than 15 nor more pursuant to a redemption pursuant to Article X, it shall, no later than 30 days two (2) Business Days prior to such final Payment Date, shall specify mail to each Person in whose name a Note to be so retired is registered at the close of business on such otherwise applicable Record Date a notice to the effect that: (i) the Indenture Trustee expects that funds sufficient to pay such final installment will be available in the related Payment Account on such Payment Date; and (ii) if such funds are available, (a) such final installment will be payable on such Payment Date, but only upon presentation and surrender of such Note at the office or agency of the Note Registrar maintained for such purpose pursuant to Section 3.02 (the address of which shall be set forth in such notice) and (b) no interest shall specify the place where accrue on such Note may be presented and surrendered for payment after such Payment Date. A copy of such installmentform of notice shall be sent to the Note Insurer by the Indenture Trustee. Notices in connection with redemptions of Notes shall be mailed to Noteholders in accordance with Section 10.02 hereof. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section 2.08, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such tax other Note. Any checks mailed pursuant to paragraph (a) of this Section 2.08 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. Section 3.03 hereof. (d) The Issuer will instruct Indenture Trustee's Remittance Report, shall be prepared by the Indenture Trustee regarding based on the imposition loan level data provided in the Servicer Remittance Report delivered to the Indenture Trustee pursuant to the Sale and Servicing Agreement. The Indenture Trustee shall not have any responsibility to recalculate, verify or recompute information contained in any tape, electronic data file or disk or Servicer Remittance Report delivered to the Indenture Trustee pursuant to the Sale and Servicing Agreement except to the extent necessary to satisfy all obligations under this Section 2.08(d). Within thirty (30) days after the end of such withholding tax and, upon receiving such instructioneach calendar year, the Indenture Trustee is hereby authorized will be required to furnish to each Person who at any time during the calendar year was a Noteholder, if requested in writing by such person, a statement containing the information set forth in subclauses (a), (b) and directed (c) in the definition of "Indenture Trustee's Remittance Report," aggregated for such calendar year. Such obligation will be deemed to retain from amounts otherwise distributable have been satisfied to the Noteholders sufficient funds for extent that substantially comparable information is provided pursuant to any requirements of the payment of any tax that is legally owed by the Trust Code as are from time to time in force. From time to time (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Personno more than once per calendar month), upon the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In written request of the event that any Noteholder wishes to apply for a refund of any such withholding taxSeller, the Sponsor, the Master Servicer, the Backup Servicer or the Note Insurer, the Indenture Trustee shall reasonably cooperate with report to the Noteholder Seller, the Sponsor, the Master Servicer, the Backup Servicer and the Note Insurer the amount then held in making such claim so long as the Noteholder agrees to reimburse each Account (including investment earnings accrued) held by the Indenture Trustee for and the identity of the investments included therein. From time to time, at the request of the Note Insurer, the Indenture Trustee shall report to the Note Insurer with respect to the actual knowledge of a Responsible Officer, without independent investigation, of any out-of-pocket expenses incurredbreach of any of the representations or warranties relating to individual Mortgage Loans set forth in Section 4.01 of the Sale and Servicing Agreement. The Indenture Trustee shall also provide the Note Insurer such other information within its control as may be reasonably requested by the Note Insurer.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Payments on Notes and the Class B issued as Book-Entry Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall will be payable made by or on each related Payment Date as specified in such Notes, pursuant to Section 5.06 behalf of the Sale and Servicing Agreement and Section 3.01 hereofIndenture Trustee to the Clearing Agency or its nominee. Any installment of interest or principal payable on any Note Definitive Notes that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the for such Payment Date by either (i) check mailed to such Person's address as it appears in the Note Register on which such Record Date, or (ii) by wire transfer of immediately available funds to the account of a Noteholder, if such Noteholder (A) is the registered holder of Definitive Notes having an initial principal amount of at least $1,000,000 and (B) has provided the Indenture Trustee with wiring instructions in writing by five Business Days prior to the related Record Date or has provided the Indenture Trustee with such instructions for any previous Payment Date, except for the final installment of principal payable with respect to such Note (or the Redemption Price for any Note called for redemption, if such redemption will result in payment of the then entire unpaid principal amount of such Note), which shall be payable as provided in subsection (b) below of this Section 2.08. A fee may be charged by the Indenture Trustee to a Noteholder of Definitive Notes for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07. (b) All reductions in the principal amount of a Note (or one or more Predecessor Notes) effected by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Note and interest of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note (including the Redemption Price of any Note called for optional redemption, if such optional redemption will result in payment of the entire unpaid principal amount of such Note) shall be payable only upon presentation and surrender thereof on or after the Payment Date therefor at the Indenture Trustee's presenting office located within the United States of America pursuant to Section 3.02. Whenever the Indenture Trustee expects that the entire remaining unpaid principal amount of any Note will be paid. Such notice shall be mailed or transmitted by facsimile not less become due and payable on the next Payment Date other than 15 nor more pursuant to a redemption pursuant to Article X, it shall, no later than 30 two days prior to such final Payment Date, shall specify telecopy or hand deliver to each Person in whose name a Note to be so retired is registered at the close of business on such otherwise applicable Record Date a notice to the effect that: (i) the Indenture Trustee expects that funds sufficient to pay such final installment will be available in the related Note Account on such Payment Date; and (ii) if such funds are available, (A) such final installment will be payable on such Payment Date, but only upon presentation and surrender of such Note at the office or agency of the Note Registrar maintained for such purpose pursuant to Section 3.02 (the address of which shall be set forth in such notice) and (B) no interest shall specify the place where accrue on such Note may be presented and surrendered for payment after such Payment Date. A copy of such installmentform of notice shall be sent to the Note Insurer by the Indenture Trustee. Notices in connection with redemptions of Notes shall be mailed to Noteholders in accordance with Section 10.02. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such tax other Note. Any checks mailed pursuant to subsection (a) of this Section 2.08 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. The Issuer will instruct Section 3.03. (d) Each Payment Date Statement, prepared by the Indenture Trustee regarding based on the imposition Servicer Remittance Report delivered to the Indenture Trustee pursuant to the Servicing Agreement, shall be delivered by the Indenture Trustee to the Note Insurer, the Rating Agencies, the Owner Trustee, the Underwriters (as defined in the Insurance Agreement) and each Noteholder as the statement required pursuant to Section 8.06. Neither the Indenture Trustee nor the Paying Agent shall have any responsibility to recalculate, verify or recompute information contained in any such tape, electronic data file or disk or any such Servicer Remittance Report except to the extent necessary to satisfy all obligations under this Section 2.08(d) and under Article III of such withholding tax and, upon receiving such instructionthe Servicing Agreement. Within 90 days after the end of each calendar year, the Indenture Trustee is hereby authorized will be required to furnish to each person who at any time during the calendar year was a Noteholder, if requested in writing by such person, a statement containing the information set forth in subclauses (i) and directed (ii) in the definition of "Payment Date Statement," aggregated for such calendar year or the applicable portion thereof during which such person was a Noteholder. Such obligation will be deemed to retain from amounts otherwise distributable have been satisfied to the Noteholders sufficient funds for the payment of any tax extent that substantially comparable information is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect provided pursuant to any distribution (such requirements of the Code as any distribution are from time to a Non-U.S. Person), the Indenture Trustee may time in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurredforce.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 A-2[a] Notes, [the Class A-2b Notes,] the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 A-2[a] Rate, [the Class A-2b Rate,] the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.taxing

Payments of Principal and Interest. (a) The Class A-1 [A-1] Notes, the Class A-2 [A-2] Notes, the Class A-3 Notes, the Class A-4 [A-3] Notes and the Class B [A-4] Notes shall accrue interest during each Interest Period at the Class A-1 [A-1] Rate, the Class A-2 [A-2] Rate, the Class A-3 Rate, the Class A-4 [A-3] Rate and the Class B [A-4] Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B A-4 Notes shall accrue interest during each Interest Period at the Class A-1 Interest Rate, the Class A-2 A-2a Interest Rate, the Class A-2b Interest Rate, the Class A-3 Rate, the Class A-4 Interest Rate and the Class B A-4 Interest Rate, respectively, and such interest shall be payable on each related Payment Distribution Date as specified in such Notes, the applicable Note by applying amounts available pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereofof this Indenture. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person.nominee, except for the final installment of principal payable with respect to such Note on a Distribution Date or on the applicable Final Scheduled Distribution Date, which shall be payable as provided below. 7 (NAROT 2017-B Indenture) (b) The principal of each Note shall be payable in installments on each Payment Distribution Date by applying amounts available pursuant to Section 5.06 of the Sale and Servicing Agreement Agreement. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and subject payable, if not previously paid, on the earlier of (i) from and after the date on which the Notes have been declared to be immediately due and payable in the availability manner provided in Section 5.02 in connection with an Event of funds thereforDefault and (ii) with respect to any Class of Notes, on the Final Scheduled Payment Date or the Redemption Date for that Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Distribution Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 10 nor more than 30 days prior to such final Payment Distribution Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 B Notes and the Class B C Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 B Rate and the Class B C Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date. With respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee, except for the final installment of principal payable with respect to such Note on a Payment Date or on the applicable Final Scheduled Payment Date, which shall be payable as provided below. Such payment will be made by check mailed first-class postage prepaid to such Person's address as it appears on the Note Register on such Record Date or by wire transfer to the account specified by the registered holder of any Note with a face amount of at least $10,000,000. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, and the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, and the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Distribution Date as specified in such Notes, the applicable Note by applying amounts available pursuant to Section 5.06 of the Sale and Servicing Agreement and to Section 3.01 hereofof this Indenture. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Personnominee, except for the final installment of principal payable with respect to such Note on a Distribution Date or on the applicable Final Scheduled Distribution Date, which shall be payable as provided below. (b) The principal of each Note shall be payable in installments on each Payment Distribution Date by applying amounts available pursuant to Section 5.06 of the Sale and Servicing Agreement Agreement. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and subject payable, if not previously paid, from and after the date on which the Indenture Trustee or the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), have declared the Notes to be immediately due and payable in the availability manner provided in Section 5.02 in connection with an Event of funds thereforDefault. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Distribution Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Distribution Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement Sections 3.01 and Section 3.01 8.03 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds Available Collections to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement 8.03 hereof and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B A-4 Notes shall accrue interest during each Interest Period at the Class A-1 Interest Rate, the Class A-2 A-2a Interest Rate, the Class A-2b Interest Rate, the Class A-3 Rate, the Class A-4 Interest Rate and the Class B A-4 Interest Rate, respectively, and such interest shall be payable on each related Payment Distribution Date as specified in such Notes, the applicable Note by applying amounts available pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereofof this Indenture. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Personnominee, except for the final installment of principal payable with respect to such Note on a Distribution Date or on the applicable Final Scheduled Distribution Date, which shall be payable as provided below. (b) The principal of each Note shall be payable in installments on each Payment Distribution Date by applying amounts available pursuant to Section 5.06 of the Sale and Servicing Agreement Agreement. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and subject payable, if not previously paid, on the earlier of (i) from and after the date on which the Notes have been declared to be immediately due and payable in the availability manner provided in Section 5.02 in connection with an Event of funds thereforDefault and (ii) with respect to any Class of Notes, on the Final Scheduled Payment Date or the Redemption Date for that Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Distribution Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 10 nor more than 30 days prior to such final Payment Distribution Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. . 6 (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedingsNAROT 2016-B Indenture). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B A-4 Notes shall accrue interest during each Interest Period at the Class A-1 Interest Rate, the Class A-2 Interest Rate, the Class A-3 Rate, the Class A-4 Interest Rate and the Class B A-4 Interest Rate, respectively, and such interest shall be payable on each related Payment Distribution Date as specified in such Notes, the applicable Note by applying amounts available pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereofof this Indenture. Any installment of interest or principal 6 (NAROT 2022-B Indenture) payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Personnominee, except for the final installment of principal payable with respect to such Note on a Distribution Date or on the applicable Final Scheduled Distribution Date, which shall be payable as provided below. (b) The principal of each Note shall be payable in installments on each Payment Distribution Date by applying amounts available pursuant to Section 5.06 of the Sale and Servicing Agreement Agreement. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and subject payable, if not previously paid, on the earlier of (i) from and after the date on which the Notes have been declared to be immediately due and payable in the availability manner provided in Section 5.02 in connection with an Event of funds thereforDefault and (ii) with respect to any Class of Notes, on the Final Scheduled Payment Date or the Redemption Date for that Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Distribution Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 10 nor more than 30 days prior to such final Payment Distribution Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 A‑1 Notes, the Class A-2 A‑2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 A‑1 Rate, the Class A-2 A‑2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 fifteen (15) nor more than 30 thirty (30) days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust Issuer and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Payments on Notes and the Class B issued as Book-Entry Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall will be payable made by or on each related Payment Date as specified in such Notes, pursuant to Section 5.06 behalf of the Sale and Servicing Agreement and Section 3.01 hereofIndenture Trustee to the Clearing Agency or its nominee. Any installment of interest or principal payable on any Note Definitive Notes that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the for such Payment Date by either (i) check mailed to such Person's address as it appears in the Note Register on which such Record Date, or (ii) by wire transfer of immediately available funds to the account of a Noteholder, if such Noteholder (A) is the registered holder of Definitive Notes having an initial principal amount of at least $1,000,000 and (B) has provided the Indenture Trustee with wiring instructions in writing by five Business Days prior to the related Record Date or has provided the Indenture Trustee with such instructions for any previous Payment Date, except for the final installment of principal payable with respect to such Note (or the Redemption Price for any Note called for redemption, if such redemption will result in payment of the then entire unpaid principal amount of such Note), which shall be payable as provided in subsection (b) below of this Section 2.08. A fee may be charged by the Indenture Trustee to a Noteholder of Definitive Notes for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07. (b) All reductions in the principal amount of a Note (or one or more Predecessor Notes) effected by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Note and interest of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note (including the Redemption Price of any Note called for optional redemption, if such optional redemption will result in payment of the entire unpaid principal amount of such Note) shall be payable only upon presentation and surrender thereof on or after the Payment Date therefor at the Indenture Trustee's presenting office located within the United States of America pursuant to Section 3.02. Whenever the Indenture Trustee expects that the entire remaining unpaid principal amount of any Note will be paid. Such notice shall be mailed or transmitted by facsimile not less become due and payable on the next Payment Date other than 15 nor more pursuant to a redemption pursuant to Article X, it shall, no later than 30 two days prior to such final Payment Date, shall specify telecopy or hand deliver to each Person in whose name a Note to be so retired is registered at the close of business on such otherwise applicable Record Date a notice to the effect that: (i) the Indenture Trustee expects that funds sufficient to pay such final installment will be available in the Note Account on such Payment Date; and (ii) if such funds are available, (A) such final installment will be payable on such Payment Date, but only upon presentation and surrender of such Note at the office or agency of the Note Registrar maintained for such purpose pursuant to Section 3.02 (the address of which shall be set forth in such notice) and (B) no interest shall specify the place where accrue on such Note may be presented and surrendered for payment after such Payment Date. A copy of such installmentform of notice shall be sent to the Note Insurer by the Indenture Trustee. Notices in connection with redemptions of Notes shall be mailed to Noteholders in accordance with Section 10.02. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such tax other Note. Any checks mailed pursuant to subsection (a) of this Section 2.08 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. The Issuer will instruct Section 3.03. (d) Each Payment Date Statement, prepared by the Indenture Trustee regarding based solely on the imposition Servicer Remittance Report delivered to the Indenture Trustee pursuant to the Servicing Agreement, shall be delivered by the Indenture Trustee to the Issuer or the designee of the Issuer on each Payment Date for the Issuer's or such withholding tax anddesignees review of the information contained therein and to the Issuer, upon receiving any designee of the Issuer, the Note Insurer, the Rating Agencies, the Underwriter and each Noteholder on each Payment Date. Such report shall constitute the report required pursuant to Section 8.08. In addition, on each Payment Date the Indenture Trustee shall forward to the Underwriter and Bloomberg the electromagnetic tape or disk containing certain Mortgage Loan information required to be delivered to the Indenture Trustee by the Servicer pursuant to Section 3.01 of the Servicing Agreement; PROVIDED, HOWEVER, that the Indenture Trustee shall not forward any such instructiontape or disk that separately sets forth the Note Insurer Premium or the Note Insurer Premium Rate. None of the Indenture Trustee, the Paying Agent or the Owner Trustee shall have any responsibility to recalculate, verify or recompute information contained in any such tape or disk or any such Servicer Remittance Report, except to the extent necessary to attempt to reconciliate any errors between such tape or disk and the Indenture Trustee's calculations as described in Section 2.08(d). (e) If the Issuer or the Issuer's designee, believes the Payment Date Statement contains an inaccuracy, the Issuer or the Issuer's designee shall promptly notify the Indenture Trustee and the Indenture Trustee and the Issuer agree to cooperate to promptly produce a revised Payment Date Statement that they both agree is accurate. (f) Within 90 days after the end of each calendar year, the Indenture Trustee is hereby authorized will be required to furnish to each person who at any time during the calendar year was a Noteholder, if requested in writing by such person, a statement containing the information set forth in subclauses (i) and directed (ii) in the definition of "Payment Date Statement," aggregated for such calendar year or the applicable portion thereof during which such person was a Noteholder. Such obligation will be deemed to retain from amounts otherwise distributable have been satisfied to the Noteholders sufficient funds for extent that substantially comparable information is provided pursuant to any requirements of the payment of any tax that is legally owed Code as are from time to time in force. (g) The Issuer agrees to designate the Manager to review the Payment Date Statement. The Issuer may change such designation from time to time by the Trust (but such authorization shall not prevent written notice to the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurredTrustee.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Payments on Notes and the Class B issued as Book-Entry Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall will be payable made by or on each related Payment Date as specified in such Notes, pursuant to Section 5.06 behalf of the Sale and Servicing Agreement and Section 3.01 hereofIndenture Trustee to the Clearing Agency or its nominee. Any installment of interest or principal payable on any Note Definitive Notes that is punctually paid or duly provided for by the Issuer Trust on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding for such Distribution Date by either (i) check mailed to such Person's address as it appears in the Payment Note Register on such Record Date, or (ii) by wire transfer of immediately available funds to the account of a Noteholder, if such Noteholder (A) is the registered holder of Definitive Notes having an initial principal amount of at least $1,000,000 and (B) has provided the Indenture Trustee with wiring instructions in writing by five (5) Business Days prior to the related Record Date on which or has provided the Indenture Trustee with such instructions for any previous Distribution Date, except for the final installment of principal payable with respect to such Note, which shall be payable as provided in subsection (b) of this Section 2.08. A fee may be charged by the Indenture Trustee to a Holder of Definitive Notes for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07. (b) All reductions in the Note Principal Balance of a Note (or one or more Predecessor Notes) effected by payments of installments of principal made on any Distribution Date shall be binding upon all Holders of such Note and interest of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note shall be payable only upon presentation and surrender thereof on or after the Distribution Date therefor at the Corporate Trust Office of the Indenture Trustee located within the United States of America pursuant to Section 3.02. Whenever the Indenture Trustee expects that the entire unpaid Note Principal Balance of any Note will be paid. Such notice shall be mailed or transmitted by facsimile not less become due and payable on the next Distribution Date, other than 15 nor more pursuant to a redemption pursuant to Article X, it shall, no later than 30 days two (2) Business Days prior to such final Payment Distribution Date, shall specify telecopy or hand deliver to each Person in whose name a Note to be so retired is registered at the close of business on such otherwise applicable Record Date a notice to the effect that: (i) the Indenture Trustee expects that funds sufficient to pay such final installment will be available in the Distribution Account on such Distribution Date; and (ii) if such funds are available, (A) such final installment will be payable on such Distribution Date, but only upon presentation and surrender of such Note at the office or agency of the Note Registrar maintained for such purpose pursuant to Section 3.02 (the address of which shall be set forth in such notice) and (B) no interest shall specify the place where accrue on such Note may be presented and surrendered for payment after such Distribution Date. A copy of such installmentform of notice shall be sent to the Note Insurer by the Indenture Trustee. Notices in connection with redemptions of Notes shall be mailed to Noteholders in accordance with Section 10.02 hereof. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section 2.08, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such tax other Note. Any checks mailed pursuant to subsection (a) of this Section 2.08 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. Section 3.03 hereof. (d) The Issuer will instruct Noteholder Statement, shall be prepared by the Servicer based on the Servicer calculations of the loan level data provided in the Servicer Remittance Report delivered to the Indenture Trustee regarding pursuant to the imposition Sale and Servicing Agreement. Each of the Noteholder Statements and the Servicer Remittance Report shall be delivered by the Indenture Trustee to the Note Insurer, the Rating Agencies, the Owner Trustee, the Depositor and each Noteholder as the statements required pursuant to Section 8.06 hereof. Neither the Indenture Trustee nor the Collateral Agent shall have any responsibility to recalculate, verify or recompute information contained in any such withholding tax andtape, upon receiving electronic data file or disk or any such instructionServicer Remittance Report except to the extent necessary to satisfy all obligations under this Section 2.08(d). Within ninety (90) days after the end of each calendar year, the Indenture Trustee is hereby authorized will be required to furnish to each Person who at any time during the calendar year was a Noteholder, if requested in writing by such person, a statement containing the information set forth in subclauses (a), (b) and directed (c) in the definition of "Noteholder Statement," aggregated for such calendar year or the applicable portion thereof during which such person was a Noteholder. Such obligation will be deemed to retain from amounts otherwise distributable have been satisfied to the Noteholders sufficient funds for extent that substantially comparable information is provided pursuant to any requirements of the payment of any tax that is legally owed by the Trust Code as are from time to time in force. From time to time (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Personno more than once per calendar month), upon the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In written request of the event that any Noteholder wishes to apply for a refund of any such withholding taxDepositor, the Servicer or the Note Insurer, the Indenture Trustee shall reasonably cooperate with report to the Noteholder Depositor, the Servicer and the Note Insurer the amount then held in making such claim so long as the Noteholder agrees to reimburse each Account (including investment earnings accrued) held by the Indenture Trustee for and the identity of the investments included therein. From time to time, at the request of the Note Insurer, the Indenture Trustee shall report to the Note Insurer with respect to the actual knowledge of a Responsible Officer, without independent investigation, of any out-of-pocket expenses incurredbreach of any of the representations or warranties relating to individual Mortgage Loans set forth in Section 3.03 of the Unaffiliated Seller's Agreement. The Indenture Trustee shall also provide the Note Insurer such other information within its control as may be reasonably requested by it.

Payments of Principal and Interest. (a) The Class A-1 NotesSubject to the Payor's right to prepay this Note at any time, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes Payor shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All make annual principal payments on the last day of each Class of Notes shall be made pro rata April beginning April 30, 2002 equal to the Noteholders greater of (x) 20% of the original Principal Sum of this Note and (y) 50% of the Payor's annual after-tax bonus on account of the preceding fiscal year under the Executive Bonus Plan or such Class entitled theretoother annual bonus plan of the Payee adopted in lieu of the Executive Bonus Plan. In accordance with Section 10.01the event of the termination of employment of Payor for any reason and the exercise by Payee (or others) of the right to repurchase the Pledged Securities (as defined below) pursuant to the Securities Purchase and Stockholders' Agreement, dated May [ ], 1999, among the Payor, the Indenture Trustee Payee and others, the Payor shall notify promptly after such repurchase repay all then outstanding principal and interest under this Note. The Payee may setoff against any amounts owed to the Person Payor in whose name connection with the repurchase of the Pledged Securities, amounts outstanding under this Note. Upon payment in full of all outstanding principal of and interest on this Note, the Payor's obligations in respect of this Note shall terminate, the Collateral (as defined below) will immediately be released from the Payee's security interest under Section 4, and the Payee shall deliver to the Payor the Pledged Securities and all stock powers and other documents and instruments delivered to Payee in connection with the grant of a Note is registered at security interest in the close of business on the Record Date preceding the Payment Date on which the final installment Collateral. Payments of principal of and interest on such this Note will be paid. Such notice shall be mailed made to Payee in lawful money of the United States of America by check payable to the order of The J.H. Xxxxxxx Xxxpany, Inc., 2105 Xxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxx Xxxxxxxx, 00000, xx such other place or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify places within the place where such Note United States as may be presented specified by Payee in a written notice to the Payor at least 10 business days before any payment date. The Payor shall have the right at any time and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed from time to time to prepay this Note in whole or in part, together with interest on the Trust’s payment (or allocations of income) amount prepaid to the Noteholdersdate of prepayment, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurredwithout penalty or premium.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Payments on Notes and the Class B issued as Book-Entry Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall will be payable made by or on each related Payment Date as specified in such Notes, pursuant to Section 5.06 behalf of the Sale and Servicing Agreement and Section 3.01 hereofIndenture Trustee to the Clearing Agency or its nominee. Any installment of interest or principal payable on any Note Definitive Notes that is punctually paid or duly provided for by the Issuer Trust on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the for such Class of Notes and such Payment Date by either (i) wire transfer of immediately available funds to the account of a Noteholder, if such Noteholder (a) is the registered holder of Definitive Notes having an initial principal amount of at least $1,000,000 and (b) has provided the Indenture Trustee with wiring instructions in writing by five (5) Business Days prior to the related Record Date or has provided the Indenture Trustee with such instructions for any previous Payment Date or (ii) check mailed to such Person's address as it appears in the Note Register on which such Record Date, except for the final installment of principal payable with respect to such Note, which shall be payable as provided in subsection (b) of this Section 2.08. A fee may be charged by the Indenture Trustee to a Holder of Definitive Notes for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07. Payments on Certificates will be made by or on behalf of the Indenture Trustee to or at the direction of the Person in whose name such Certificate is registered by either (i) wire transfer of immediately available funds to the account directed by a Certificateholder, if such Certificateholder (A) is Accredited Home Lenders, Inc. or its affiliate and interest (B) has provided the Indenture Trustee with wiring instructions in writing by five (5) Business Days prior to the related payment Date or has provided the Indenture Trustee with such instructions for any previous Payment Date or (ii) check mailed to such Person's address as it appears in the Certificate Register on such Record Date. A fee may be charged by the Indenture Trustee to a Certificateholder for any payment made by wire transfer. The Indenture Trustee shall be entitled to rely on information provided by the Owner Trustee as Certificate Registrar as to all matters related to the Certificate Registrar and the Certificates. (b) All reductions in the Note Principal Balance of a Note (or one or more Predecessor Notes) effected by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note shall be payable only upon presentation and surrender thereof on or after the Payment Date therefor at the designated office of the Indenture Trustee located within the United States of America pursuant to Section 3.02. Whenever the Indenture Trustee expects that the entire unpaid Note Principal Balance of any Note will be paid. Such notice shall be mailed or transmitted by facsimile not less become due and payable on the next Payment Date, other than 15 nor more pursuant to a redemption pursuant to Article X, it shall, no later than 30 days two (2) Business Days prior to such final Payment Date, shall specify mail to each Person in whose name a Note to be so retired is registered at the close of business on such otherwise applicable Record Date a notice to the effect that: (i) the Indenture Trustee expects that funds sufficient to pay such final installment will be available in the related Payment Account on such Payment Date; and (ii) if such funds are available, (a) such final installment will be payable on such Payment Date, but only upon presentation and surrender of such Note at the office or agency of the Note Registrar maintained for such purpose pursuant to Section 3.02 (the address of which shall be set forth in such notice) and (b) no interest shall specify the place where accrue on such Note may be presented and surrendered for payment after such Payment Date. A copy of such installmentform of notice shall be sent to the Note Insurer by the Indenture Trustee. Notices in connection with redemptions of Notes shall be mailed to Noteholders in accordance with Section 10.02 hereof. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section 2.08, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such tax other Note. Any checks mailed pursuant to paragraph (a) of this Section 2.08 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. Section 3.03 hereof. (d) The Issuer will instruct Indenture Trustee's Remittance Report, shall be prepared by the Indenture Trustee regarding based on the imposition loan level data provided in the Servicer Remittance Report delivered to the Indenture Trustee pursuant to the Sale and Servicing Agreement. The Indenture Trustee shall not have any responsibility to recalculate, verify or recompute information contained in any tape, electronic data file or disk or Servicer Remittance Report delivered to the Indenture Trustee pursuant to the Sale and Servicing Agreement except to the extent necessary to satisfy all obligations under this Section 2.08(d). Within thirty (30) days after the end of such withholding tax and, upon receiving such instructioneach calendar year, the Indenture Trustee is hereby authorized will be required to furnish to each Person who at any time during the calendar year was a Noteholder, if requested in writing by such person, a statement containing the information set forth in subclauses (a), (b) and directed (c) in the definition of "Indenture Trustee's Remittance Report," aggregated for such calendar year. Such obligation will be deemed to retain from amounts otherwise distributable have been satisfied to the Noteholders sufficient funds for extent that substantially comparable information is provided pursuant to any requirements of the payment of any tax that is legally owed by the Trust Code as are from time to time in force. From time to time (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Personno more than once per calendar month), upon the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In written request of the event that any Noteholder wishes to apply for a refund of any such withholding taxSeller, the Sponsor, the Master Servicer, the Backup Servicer or the Note Insurer, the Indenture Trustee shall reasonably cooperate with report to the Noteholder Seller, the Sponsor, the Master Servicer, the Backup Servicer and the Note Insurer the amount then held in making such claim so long as the Noteholder agrees to reimburse each Account (including investment earnings accrued) held by the Indenture Trustee for and the identity of the investments included therein. From time to time, at the request of the Note Insurer, the Indenture Trustee shall report to the Note Insurer with respect to the actual knowledge of a Responsible Officer, without independent investigation, of any out-of-pocket expenses incurredbreach of any of the representations or warranties relating to individual Mortgage Loans set forth in Section 4.01 of the Sale and Servicing Agreement. The Indenture Trustee shall also provide the Note Insurer such other information within its control as may be reasonably requested by the Note Insurer.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Payments on Notes and the Class B issued as Book-Entry Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall will be payable made by or on each related Payment Date as specified in such Notes, pursuant to Section 5.06 behalf of the Sale and Servicing Agreement and Section 3.01 hereofIndenture Trustee to the Clearing Agency or its nominee. Any installment of interest or principal payable on any Note Definitive Notes that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the for such Payment Date by either (i) check mailed to such Person's address as it appears in the Note Register on which such Record Date, or (ii) by wire transfer of immediately available funds to the account of a Noteholder, if such Noteholder (A) is the registered holder of Definitive Notes having an initial principal amount of at least $1,000,000 and (B) has provided the Indenture Trustee with wiring instructions in writing by five Business Days prior to the related Record Date or has provided the Indenture Trustee with such instructions for any previous Payment Date, except for the final installment of principal payable with respect to such Note (or the Redemption Price for any Note called for redemption, if such redemption will result in payment of the then entire unpaid principal amount of such Note), which shall be payable as provided in subsection (b) below of this Section 2.08. A fee may be charged by the Indenture Trustee to a Noteholder of Definitive Notes for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07. (b) All reductions in the principal amount of a Note (or one or more Predecessor Notes) effected by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Note and interest of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note (including the Redemption Price of any Note called for optional redemption, if such optional redemption will result in payment of the entire unpaid principal amount of such Note) shall be payable only upon presentation and surrender thereof on or after the Payment Date therefor at the Indenture Trustee's presenting office located within the United States of America pursuant to Section 3.02. Whenever the Indenture Trustee expects that the entire remaining unpaid principal amount of any Note will be paid. Such notice shall be mailed or transmitted by facsimile not less become due and payable on the next Payment Date other than 15 nor more pursuant to a redemption pursuant to Article X, it shall, no later than 30 two days prior to such final Payment Date, shall specify telecopy or hand deliver to each Person in whose name a Note to be so retired is registered at the close of business on such otherwise applicable Record Date a notice to the effect that: (i) the Indenture Trustee expects that funds sufficient to pay such final installment will be available in the Note Account on such Payment Date; and (ii) if such funds are available, (A) such final installment will be payable on such Payment Date, but only upon presentation and surrender of such Note at the office or agency of the Note Registrar maintained for such purpose pursuant to Section 3.02 (the address of which shall be set forth in such notice) and (B) no interest shall specify the place where accrue on such Note may be presented and surrendered for payment after such Payment Date. A copy of such installmentform of notice shall be sent to the Note Insurer by the Indenture Trustee. Notices in connection with redemptions of Notes shall be mailed to Noteholders in accordance with Section 10.02. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such tax other Note. Any checks mailed pursuant to subsection (a) of this Section 2.08 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. The Issuer will instruct Section 3.03. (d) Each Payment Date Statement, prepared by the Indenture Trustee regarding based on the imposition Servicer Remittance Report delivered to the Indenture Trustee pursuant to the Servicing Agreement, shall be made available via the Indenture Trustee's internet website and its fax-on-demand service to the Note Insurer, the Rating Agencies, the Owner Trustee, the Underwriters (as defined in the Insurance Agreement) and each Noteholder as the statement required pursuant to Section 8.06. Noteholders that are unable to use the above distribution options are entitled to have a paper copy mailed to them via first class mail by calling the customer service desk at (000) 000-0000 and indicating such. Neither the Indenture Trustee nor the Paying Agent shall have any responsibility to recalculate, verify or recompute information contained in any such tape, electronic data file or disk or any such Servicer Remittance Report except to the extent necessary to satisfy all obligations under this Section 2.08(d) and under Article III of such withholding tax and, upon receiving such instructionthe Servicing Agreement. Within 90 days after the end of each calendar year, the Indenture Trustee is hereby authorized will be required to furnish to each person who at any time during the calendar year was a Noteholder, if requested in writing by such person, a statement containing the information set forth in subclauses (i) and directed (ii) in the definition of "Payment Date Statement," aggregated for such calendar year or the applicable portion thereof during which such person was a Noteholder. Such obligation will be deemed to retain from amounts otherwise distributable have been satisfied to the Noteholders sufficient funds for the payment of any tax extent that substantially comparable information is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect provided pursuant to any distribution (such requirements of the Code as any distribution are from time to a Non-U.S. Person), the Indenture Trustee may time in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurredforce.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Payments on Notes and the Class B issued as Book-Entry Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall will be payable made by or on each related Payment Date as specified in such Notes, pursuant to Section 5.06 behalf of the Sale and Servicing Agreement and Section 3.01 hereofIndenture Trustee to the Clearing Agency or its nominee. Any installment of interest or principal payable on any Note Definitive Notes that is punctually paid or duly provided for by the Issuer Trust on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the for such Class of Notes and such Payment Date by either (i) check mailed to such Person's address as it appears in the Note Register on which such Record Date, or (ii) by wire transfer of immediately available funds to the account of a Noteholder, if such Noteholder (A) is the registered holder of Definitive Notes having an initial principal amount of at least $1,000,000 and (B) has provided the Indenture Trustee with wiring instructions in writing by five (5) Business Days prior to the related Record Date or has provided the Indenture Trustee with such instructions for any previous Payment Date, except for the final installment of principal payable with respect to such Note, which shall be payable as provided in subsection (b) of this Section 2.08. A fee may be charged by the Indenture Trustee to a Holder of Definitive Notes for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07. (b) All reductions in the Note Principal Balance of a Note (or one or more Predecessor Notes) effected by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Note and interest of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note shall be payable only upon presentation and surrender thereof on or after the Payment Date therefor at the Corporate Trust Office of the Indenture Trustee located within the United States of America pursuant to Section 3.02. Whenever the Indenture Trustee expects that the entire unpaid Note Principal Balance of any Note will be paid. Such notice shall be mailed or transmitted by facsimile not less become due and payable on the next Payment Date, other than 15 nor more pursuant to a redemption pursuant to Article X, it shall, no later than 30 days two (2) Business Days prior to such final Payment Date, shall specify telecopy or hand deliver to each Person in whose name a Note to be so retired is registered at the close of business on such otherwise applicable Record Date a notice to the effect that: (i) the Indenture Trustee expects that funds sufficient to pay such final installment will be available in the related Payment Account on such Payment Date; and (ii) if such funds are available, (A) such final installment will be payable on such Payment Date, but only upon presentation and surrender of such Note at the office or agency of the Note Registrar maintained for such purpose pursuant to Section 3.02 (the address of which shall be set forth in such notice) and (B) no interest shall specify the place where accrue on such Note may be presented and surrendered for payment after such Payment Date. A copy of such installmentform of notice shall be sent to the Note Insurer by the Indenture Trustee. Notices in connection with redemptions of Notes shall be mailed to Noteholders in accordance with Section 10.02 hereof. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section 2.08, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such tax other Note. Any checks mailed pursuant to subsection (a) of this Section 2.08 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. The Issuer will instruct Section 3.03 hereof. (d) Each (i) Indenture Trustee's Remittance Report, prepared by the Indenture Trustee, based solely on the Servicer Remittance Report delivered to the Indenture Trustee pursuant to the Sale and Servicing Agreement, and (ii) each report regarding the imposition Mortgage Loans delivered to the Indenture Trustee by the Servicer pursuant to Section 5.16(b) of the Sale and Servicing Agreement, shall be delivered by the Indenture Trustee to the Note Insurer, the Rating Agencies, the Servicer, the Owner Trustee, the Depositor and each Noteholder as the statements required pursuant to Section 8.06 hereof. Neither the Indenture Trustee nor the Collateral Agent shall have any responsibility to recalculate, verify or recompute information contained in any such withholding tax andtape, upon receiving electronic data file or disk or any such instructionServicer Remittance Report except to the extent necessary to satisfy all obligations under this Section 2.08(d). Within ninety (90) days after the end of each calendar year, the Indenture Trustee is hereby authorized will be required to furnish to each Person who at any time during the calendar year was a Noteholder, if requested in writing by such person, a statement containing the information set forth in subclauses (a), (b) and directed (c) in the definition of "Indenture Trustee's Remittance Report," aggregated for such calendar year or the applicable portion thereof during which such person was a Noteholder. Such obligation will be deemed to retain from amounts otherwise distributable have been satisfied to the Noteholders sufficient funds for extent that substantially comparable information is provided pursuant to any requirements of the payment of any tax that is legally owed by the Trust Code as are from time to time in force. From time to time (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Personno more than once per calendar month), upon the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In written request of the event that any Noteholder wishes to apply for a refund of any such withholding taxDepositor, the Servicer or the Note Insurer, the Indenture Trustee shall reasonably cooperate with report to the Noteholder Depositor, the Servicer and the Note Insurer the amount then held in making such claim so long as the Noteholder agrees to reimburse each Account (including investment earnings accrued) held by the Indenture Trustee for and the identity of the investments included therein. From time to time, at the request of the Note Insurer, the Indenture Trustee shall report to the Note Insurer with respect to the actual knowledge of a Responsible Officer, without independent investigation, of any out-of-pocket expenses incurredbreach of any of the representations or warranties relating to individual Mortgage Loans set forth in Section 3.03 of the Unaffiliated Seller's Agreement. The Indenture Trustee shall also provide the Note Insurer such other information within its control as may be reasonably requested by it.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that Notes which is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the Record Date for such Distribution Date by either (i) check mailed to such Person's address as it appears in the Note Register on such Record Date, or (ii) wire transfer in immediately available funds to the account designated by of such PersonNoteholders at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided the Note Registrar appropriate written instructions (which may be standing instructions) at least five business days prior to such Distribution Date; provided, however, the final installment of principal payable with respect to such Note shall be payable as provided in subsection (b) of this Section 2.9. (b) All reductions in the principal amount of a Note (or one or more Predecessor Notes) effected by payments of installments of principal made on any Distribution Date shall be binding upon all Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted in such Note. The final installment of principal of each Note shall be payable in installments only upon presentation and surrender thereof on each Payment or after the Distribution Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject therefor to the availability Indenture Trustee. (c) The principal of funds therefor. All principal payments on each Class of Notes shall be made pro rata to payable in installments on each Distribution Date as provided in the applicable Terms Supplement. Notwithstanding the foregoing, the entire unpaid principal amount of each Class of Notes shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing, if either the Indenture Trustee or the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile Directing Notes representing not less than 15 nor more than 30 days prior a majority of the Outstanding Amount of Directing Notes have declared the Notes to such final Payment Date, shall specify that such final installment will be immediately due and payable only upon presentation and surrender of such Note and shall specify in the place where such Note may be presented and surrendered for payment of such installmentmanner provided in Section 5. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Payments on Notes and the Class B issued as Book-Entry Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall will be payable made by or on each related Payment Date as specified in such Notes, pursuant to Section 5.06 behalf of the Sale and Servicing Agreement and Section 3.01 hereofIndenture Trustee to the Clearing Agency or its nominee to the extent funds are made available to the Indenture Trustee hereunder. Any installment of interest or principal payable on any Note Definitive Notes that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the for such Payment Date by either (i) check mailed to such Person's address as it appears in the Note Register on which such Record Date, or (ii) by wire transfer of immediately available funds to the account of a Noteholder, if such Noteholder (A) is the registered holder of Definitive Notes having an initial principal amount of at least $1,000,000 and (B) has provided the Indenture Trustee with wiring instructions in writing by five Business Days prior to the related Record Date or has provided the Indenture Trustee with such instructions for any previous Payment Date, except for the final installment of principal payable with respect to such Note (or the Redemption Price for any Note called for redemption, if such redemption will result in payment of the then entire unpaid principal amount of such Note), which shall be payable as provided in subsection (b) below of this Section 2.08. A fee may be charged by the Indenture Trustee to a Noteholder of Definitive Notes for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07. (b) All reductions in the principal amount of a Note (or one or more Predecessor Notes) effected by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Note and interest of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note (including the Redemption Price of any Note called for optional redemption, if such optional redemption will result in payment of the entire unpaid principal amount of such Note) shall be payable only upon presentation and surrender thereof on or after the Payment Date therefor at the Indenture Trustee's presenting office located within the United States of America pursuant to Section 3.02. Whenever the Indenture Trustee expects that the entire remaining unpaid principal amount of any Note will be paid. Such notice shall be mailed or transmitted by facsimile not less become due and payable on the next Payment Date other than 15 nor more pursuant to a redemption pursuant to Article X, it shall, no later than 30 two days prior to such final Payment Date, shall specify telecopy or hand deliver to each Person in whose name a Note to be so retired is registered at the close of business on such otherwise applicable Record Date a notice to the effect that: (i) the Indenture Trustee expects that funds sufficient to pay such final installment will be available in the related Note Account on such Payment Date; and (ii) if such funds are available, (A) such final installment will be payable on such Payment Date, but only upon presentation and surrender of such Note at the office or agency of the Note Registrar maintained for such purpose pursuant to Section 3.02 (the address of which shall be set forth in such notice) and (B) no interest shall specify the place where accrue on such Note may be presented and surrendered for payment after such Payment Date. A copy of such installmentform of notice shall be sent to the Note Insurer by the Indenture Trustee. Notices in connection with redemptions of Notes shall be mailed to Noteholders in accordance with Section 10.02. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such tax other Note. Any checks mailed pursuant to subsection (a) of this Section 2.08 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. The Issuer will instruct Section 3.03. (d) Each Payment Date Statement, prepared by the Indenture Trustee regarding based on the imposition of such withholding tax and, upon receiving such instruction, Master Servicer Remittance Report delivered to the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable pursuant to the Noteholders sufficient funds for the payment of any tax that is legally owed Servicing Agreement, shall be delivered by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person)Note Insurer, the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding taxRating Agencies, the Indenture Trustee shall reasonably cooperate with Owner Trustee, the Underwriter and each Noteholder in making such claim so long as the Noteholder agrees statement required pursuant to reimburse the Indenture Trustee for any out-of-pocket expenses incurredSection 8.

Payments of Principal and Interest. Payments of principal and interest due under this Note shall be made as follows: (a) The Class A-1 NotesSubject to Section 2(c)(i) below, commencing on August 1, 2001 and on the first day of each month thereafter (each a "Due Date") installments of principal in the amount of $400,000, plus all accrued and unpaid interest until the outstanding principal balance of this Note is repaid in full, shall be due and payable (the "Monthly Payment Amount"); provided however, so long as no Mandatory Redemption Event arising under Section 4(a)(iv) shall have occurred and is continuing, the Class A-2 NotesCompany may elect to defer (in whole and not in part) the payment of up to two Monthly Payment Amounts (which shall not have consecutive Due Dates). If the Company elects to defer the payment of a Monthly Payment Amount, then the Class A-3 Notes, Company shall notify the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer Holder on the applicable Notice Date that, in the case of the first such deferred Monthly Payment Date Amount, it shall be paid to 30 days after all other regularly scheduled Monthly Payment Amounts are due and payable and in the Person in whose name case of the second such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Persondeferred Monthly Payment Amount, it shall be paid 60 days after all other regularly scheduled Monthly Payment Amounts are due and payable. (b) The unpaid principal balance of each this Note if not sooner declared to be due and payable in accordance with the terms hereof, together with all accrued and unpaid interest, shall be due and payable in installments on each Payment Date pursuant to Section 5.06 the Maturity Date. All payments of the Sale principal and Servicing Agreement and subject interest on this Note (to the availability of funds therefor. All extent such principal payments on each Class of Notes and/or interest is not exchanged for Common Stock in accordance with the terms hereof) shall be made pro rata in lawful money of the United States of America by wire transfer of immediately available funds as follows: American National Bank and Trust Company of Chicago, 120 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, XX 00000, XXX 000000000, XBO Deephaven/JE Matxxxx X, XLC, to such account as the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted Holder may from time to time designate by facsimile not less than 15 nor more than 30 days five Business Days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders written notice in accordance with the provisions of this SectionNote. The Issuer will instruct Whenever any amount expressed to be due by the Indenture Trustee regarding the imposition terms of such withholding tax and, upon receiving such instructionthis Note is due on any day which is not a Business Day, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to same shall instead be due on the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurrednext succeeding Business Day.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the Record Date for such Payment Date by check mailed to such Person's address as it appears in the Note Register on such Record Date, except that with respect to a Note registered in the name of the nominee of a clearing agency (initially, such nominee to be Cede & Co.) payments will be made by wire transfer in immediately available funds to the account designated by such Personnominee in writing at least two Business Days prior to such Payment Date and except for the final installment of principal payable with respect to such Note (or the Redemption Price for any Note called for redemption), which shall be payable as provided in subsection (b) of this Section 2.09. (b) All reductions in the principal amount of a Note (or one or more Predecessor Notes) effected by means of an allocation of the Realized Loss Amount or by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note (including the Redemption Price of any Note called for redemption pursuant to Section 10.01) shall be payable in installments only upon presentation and surrender thereof on each or after the Payment Date pursuant to Section 5.06 or Redemption Date therefor at the Corporate Trust Office or at the office or agency of the Sale Issuer maintained by it for such purpose set forth in Section 3.02. Whenever, on the basis of Remittances on the Accounts received and Servicing Agreement and subject expected to be received during the availability of funds therefor. All principal payments related Due Periods or on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01related Payment Date, as applicable, the Indenture Trustee shall notify Issuer expects that the entire remaining unpaid principal amount of the Notes will become due and payable on the next Principal Payment Date, it shall, no later than ten days prior to such Principal Payment Date, mail or cause to be mailed to each Person in whose name a Note to be so retired is registered at the close of business on the Record Date preceding the that would otherwise be applicable to such Principal Payment Date on which a notice to the effect that: (i) the Issuer expects that funds sufficient to pay such final installment of principal of and interest will be available in the Collection Account on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Principal Payment Date, shall specify that and (ii) if such funds are available, (A) such final installment will be payable on such Payment Date, but only upon presentation and surrender of such Note at the Corporate Trust Office or at the office or agency of the Issuer maintained for such purpose pursuant to Section 3.02 (the addresses of which shall be set forth in such notice), and (B) no interest shall specify the place where accrue on such Note may after such Principal Payment Date. Notices in connection with redemptions of Notes shall contain the information set forth in, and be presented and surrendered for payment of such installmentmailed in accordance with, Section 10.02. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such tax other Note. Any checks mailed pursuant to subsection (a) of this Section 2.09 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instructionSection 3.03. (d) Not later than each Debt Service Requirement Determination Date, the Indenture Trustee is hereby authorized shall prepare and directed to retain from amounts otherwise distributable deliver to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed Issuer a statement with respect to the Noteholders shall following Payment Date (a "Payment Date Statement") setting forth: (i) the amount of Issuer Expenses paid or due to be treated paid in respect of the related Due Period; (ii) the amount of the Available Funds for such Payment Date; (iii) the amount of interest then due and payable on the Notes then Outstanding (stated separately as cash distributed to each Class); (iv) the Optimal Principal Amount for each Class; (v) whether the Available Funds for such Payment Date will be sufficient to pay on such Payment Date all amounts specified in clause (iii) and, if not, the percentages of such amount which may be paid in accordance with the priorities set forth in Section 8.02(c) from the amounts expected to be available in the Collection Account; (vi) the Class Interest Shortfall (stated separately as to each Class); (vii) the Collateral Deficiency Amount, if any; (viii) the amounts included in such statement pursuant to clauses (iii) and (iv), expressed in each case per Individual Note, to be paid on such Payment Date; (ix) the amount, if any, to be released to the Noteholders at Issuer pursuant to clause TWENTY-FIRST of Section 8.02(c); (x) the time it is withheld by total Realized Loss Amount and amount allocated to each Class of Notes and interest thereon; (xi) the Trust and remitted unpaid principal amount of each Class of Notes which will remain after giving effect to the appropriate taxing authority. If payments to be made on such Payment Date expressed both on an aggregate basis and per Individual Note; (xii) the Cumulative Actual Net Economic Losses as of the end of the related Due Period; (xiii) the Economic Balance as of the end of the related Due Period of Accounts with respect to which there is a possibility that withholding tax material breach of any representation or warranty made in Section 3.11 or as to which there is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), material defect in the Indenture Trustee may in its sole discretion withhold such amounts related Account Documents in accordance with this paragraph Section 3.12(b); (c)xiv) the Minimum Target Overcollateralization Amount; (xv) cumulative unreimbursed Realized Loss Amounts; and (xvi) the Servicing Fee to be paid on such Payment Date. In Each Payment Date Statement shall be delivered by the event that any Noteholder wishes Trustee to apply for a refund the Issuer, each designee of any such withholding taxthe Issuer specified in writing to the Trustee, Xxxxxx Brothers Inc., S&P, the Indenture Trustee shall reasonably cooperate with firm of Independent Accountants appointed by the Noteholder in making such claim so long as Issuer pursuant to Section 8.06(a) and, upon request, to the Noteholder agrees to reimburse beneficial owners of the Indenture Trustee for any out-of-pocket expenses incurredNotes.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Payments on Notes and the Class B issued as Book-Entry Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall will be payable made by or on each related Payment Date as specified in such Notes, pursuant to Section 5.06 behalf of the Sale and Servicing Agreement and Section 3.01 hereofIndenture Trustee to the Clearing Agency or its nominee. Any installment of interest or principal payable on any Note Definitive Notes that is punctually paid or duly provided for by the Issuer Trust on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the for such Class of Notes and such Payment Date by either (i) check mailed to such Person's address as it appears in the Note Register on which such Record Date, or (ii) by wire transfer of immediately available funds to the account of a Noteholder, if such Noteholder (A) is the registered holder of Definitive Notes having an initial principal amount of at least $1,000,000 and (B) has provided the Indenture Trustee with wiring instructions in writing by five (5) Business Days prior to the related Record Date or has provided the Indenture Trustee with such instructions for any previous Payment Date, except for the final installment of principal payable with respect to such Note, which shall be payable as provided in subsection (b) of and this Section 2.08. A fee may be charged by the Indenture Trustee to a Holder of Definitive Notes for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07. Payments on Certificates will be made by or on behalf of the Indenture Trustee to or at the direction of the Person in whose name such Certificate is registered by either (i) check mailed to such Person's address as it appears in the Certificate Register on such Record Date, or (ii) by wire transfer of immediately available funds to the account directed by a Certificateholder, if such Certificateholder (A) is Accredited Home Lenders, Inc. and (B) has provided the Indenture Trustee with wiring instructions in writing by five (5) Business Days prior to the related Payment Date or has provided the Indenture Trustee with such instructions for any previous Payment Date. A fee may be charged by the Indenture Trustee to a Certificateholder for any payment made by wire transfer. The Indenture Trustee shall be entitled to rely on information provided by the Owner Trustee as Certificate Registrar as to all matters related to the Certificate Registrar and the Certificates. (b) All reductions in the Note Principal Balance of a Note (or one or more Predecessor Notes) effected by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note shall be payable only upon presentation and surrender thereof on or after the Payment Date therefor at the Corporate Trust Office of the Indenture Trustee located within the United States of America pursuant to Section 3.02. Whenever the Indenture Trustee expects that the entire unpaid Note Principal Balance of any Note will be paid. Such notice shall be mailed or transmitted by facsimile not less become due and payable on the next Payment Date, other than 15 nor more pursuant to a redemption pursuant to Article X, it shall, no later than 30 days two (2) Business Days prior to such final Payment Date, shall specify mail to each Person in whose name a Note to be so retired is registered at the close of business on such otherwise applicable Record Date a notice to the effect that: (i) the Indenture Trustee expects that funds sufficient to pay such final installment will be available in the related Payment Account on such Payment Date; and (ii) if such funds are available, (A) such final installment will be payable on such Payment Date, but only upon presentation and surrender of such Note at the office or agency of the Note Registrar maintained for such purpose pursuant to Section 3.02 (the address of which shall be set forth in such notice) and (B) no interest shall specify the place where accrue on such Note may be presented and surrendered for payment after such Payment Date. A copy of such installmentform of notice shall be sent to the Note Insurer by the Indenture Trustee. Notices in connection with redemptions of Notes shall be mailed to Noteholders in accordance with Section 10.02 hereof. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section 2.08, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such tax other Note. Any checks mailed pursuant to paragraph (a) of this Section 2.08 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. Section 3.03 hereof. (d) The Issuer will instruct Indenture Trustee's Remittance Report, shall be prepared by the Indenture Trustee regarding based on the imposition loan level data provided in the Servicer Remittance Report delivered to the Indenture Trustee pursuant to the Sale and Servicing Agreement. The Indenture Trustee shall not have any responsibility to recalculate, verify or recompute information contained in any tape, electronic data file or disk or Servicer Remittance Report delivered to the Indenture Trustee pursuant to the Sale and Servicing Agreement except to the extent necessary to satisfy all obligations under this Section 2.08(d). Within thirty (30) days after the end of such withholding tax and, upon receiving such instructioneach calendar year, the Indenture Trustee is hereby authorized will be required to furnish to each Person who at any time during the calendar year was a Noteholder, if requested in writing by such person, a statement containing the information set forth in subclauses (a), (b) and directed (c) in the definition of "Indenture Trustee's Remittance Report," aggregated for such calendar year or the applicable portion thereof during which such person was a Noteholder. Such obligation will be deemed to retain from amounts otherwise distributable have been satisfied to the Noteholders sufficient funds for extent that substantially comparable information is provided pursuant to any requirements of the payment of any tax that is legally owed by the Trust Code as are from time to time in force. From time to time (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Personno more than once per calendar month), upon the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In written request of the event that any Noteholder wishes to apply for a refund of any such withholding taxSponsor, the Master Servicer, the Backup Servicer or the Note Insurer, the Indenture Trustee shall reasonably cooperate with report to the Noteholder Sponsor, the Master Service, the Backup Servicer and the Note Insurer the amount then held in making such claim so long as the Noteholder agrees to reimburse each Account (including investment earnings accrued) held by the Indenture Trustee for and the identity of the investments included therein. From time to time, at the request of the Note Insurer, the Indenture Trustee shall report to the Note Insurer with respect to the actual knowledge of a Responsible Officer, without independent investigation, of any out-of-pocket expenses incurredbreach of any of the representations or warranties relating to individual Mortgage Loans set forth in Section 4.01 of the Sale and Servicing Agreement. The Indenture Trustee shall also provide the Note Insurer such other information within its control as may be reasonably requested by the Note Insurer.

Payments of Principal and Interest. (a) 5.2.1 The Class A-1 Notes, "MATURITY DATE" of the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at be October 18, 2000, unless the Class A-1 Rate, Purchaser has delivered a Notice Not to Close to the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date Company as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by in Section 4.2.2 above, in which case the Issuer on the applicable Payment Maturity Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each that Purchaser's Note shall be the one hundred sixty sixth (166th) day following the FCC Approval Date. 5.2.2 Except as otherwise provided herein, the aggregate unpaid Principal Amount of the Notes together with all accrued and unpaid Interest thereon and any and all other Obligations under the Notes shall be due and payable in installments full on each Payment Date pursuant the Maturity Date. Except as provided in Section 5.4 below, the Company shall not have the right to Section 5.06 of prepay the Sale and Servicing Agreement and subject Notes in whole or in part prior to the availability Maturity Date. 5.2.3 The Company shall make each payment of funds therefor. All principal Principal of, or accrued Interest on, the Notes or any other Obligations due to the Purchasers under the Notes at the address for each Purchaser set forth on SCHEDULE I hereto, or as otherwise instructed in writing by a Purchaser. 5.2.4 Except as otherwise provided herein, all payments on each Class of all Obligations under the Notes shall be made pro rata to the Noteholders in United States dollars by wire transfer of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installmentimmediately available funds. (c) In the event that 5.2.5 Whenever any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax Obligation under the Notes shall become due, or otherwise would occur, on a day that is legally owed by not a Business Day, such payment shall be made on the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedingsnext succeeding Business Day, and withholding such extension of time shall in such case be included in the computation of such Interest payable, or other amount, if applicable. 5.2.6 If at any time any payment of any Obligation under the Notes is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, such taxObligations, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect but only to the Noteholders extent so rescinded, restored or returned, shall be treated reinstated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (though such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurredpayment had been due but not made when due.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that Notes which is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the Record Date for such Distribution Date by either (i) check mailed to such Person's address as it appears in the Note Register on such Record Date, or (ii) wire transfer in immediately available funds to the account designated by of such PersonNoteholders at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided the Note Registrar appropriate written instructions (which may be standing instructions) at least five business days prior to such Distribution Date; provided, however, the final installment of principal payable with respect to such Note shall be payable as provided in subsection (b) of this Section 2.9. (b) All reductions in the principal amount of a Note (or one or more Predecessor Notes) effected by payments of installments of principal made on any Distribution Date shall be binding upon all Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted in such Note. The final installment of principal of each Note shall be payable in installments only upon presentation and surrender thereof on each Payment or after the Distribution Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject therefor to the availability Indenture Trustee. (c) The principal of funds therefor. All principal payments on each Class of Notes shall be made pro rata to payable in installments on each Distribution Determination Date as provided in the applicable Terms Supplement. Notwithstanding the foregoing, the entire unpaid principal amount of each Class of Notes shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing, if either the Indenture Trustee or the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile Notes representing not less than 15 nor more than 30 days prior a majority of the Outstanding Amount of Directing Notes have declared the Notes to such final Payment Date, shall specify that such final installment will be immediately due and payable only upon presentation and surrender of such Note and shall specify in the place where such Note may be presented and surrendered for payment of such installmentmanner provided in Section 5. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 A‑1 Notes, the Class A-2 A‑2[a] Notes, [the Class A-2b Notes,] the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 A‑1 Rate, the Class A-2 A‑2[a] Rate, [the Class A-2b Rate,] the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date Date, either, at the option of the Indenture Trustee, by check mailed to the address of such Person as it appears on the Note Register or by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 fifteen (15) nor more than 30 thirty (30) days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust Issuer and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. Pre-Payment and Payment of Principal and Interest. The Company may pay this Note in full, together with any and all accrued and unpaid interest, plus any applicable pre-payment premium set forth herein and subject to the terms of this Section 1.a, at any time on or prior to the date which occurs 180 days after the Issuance Date hereof (athe "PrepaymentDate"). In the event the Note is not prepaid in full on or before the Prepayment Date, it shall be deemed a "Pre-PaymentDefault" hereunder. Until the Ninetieth (90th) The Class A-1 Notesday after the Issuance Date the Company may pay the principal at a cash redemption premium of 135%, in addition to outstanding interest, without the Holder's consent; from the 91st day to theOne Hundred and Twentieth (120th) day after the Issuance Date, the Class A-2 NotesCompany may pay the principal at a cashredemption premium of 140%, in addition to outstanding interest, without the Holder's consent; from the 121st day to the Prepayment Date, the Class A-3 NotesCompany may pay the principal at a cash redemption premium of 145%, in addition to outstanding interest, without the Holder's consent. After the Prepayment Date up to the Maturity Date this Note shall have a cash redemption premium of 150% of the then outstanding principal amount of the Note, plus accrued interest and Default Interest, if any, which may only be paid by the Company upon Hxxxxx's prior written consent. At any time on or after the Maturity Date, the Class A-4 Notes Company may repay the then outstanding principal plus accrued interest and Default Interest (defined below), if any, to the Class B Notes shall accrue Holder. Demand of Repayment. The principal and interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 balance of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any this Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note Holder hereof on demand by the Holder at any time on or after the Maturity Date. The Default Amount (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note defined herein), if applicable, shall be payable in installments paid to Holder hereof on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed demand by the Trust (but Holder at any time such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, Default Amount becomes due and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect payable to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurredHolder.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Payments on Notes and the Class B issued as Book-Entry Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall will be payable made by or on each related Payment Date as specified in such Notes, pursuant to Section 5.06 behalf of the Sale and Servicing Agreement and Section 3.01 hereofIndenture Trustee to the Clearing Agency or its nominee. Any installment of interest or principal payable on any Note Definitive Notes that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the for such Payment Date by either (i) check mailed to such Person's address as it appears in the Note Register on which such Record Date, or (ii) by wire transfer of immediately available funds to the account of a Noteholder, if such Noteholder (A) is the registered holder of Definitive Notes having an initial principal amount of at least $1,000,000 and (B) has provided the Indenture Trustee with wiring instructions in writing by five Business Days prior to the related Record Date or has provided the Indenture Trustee with such instructions for any previous Payment Date, except for the final installment of principal payable with respect to such Note (or the Redemption Price for any Note called for redemption, if such redemption will result in payment of the then entire unpaid principal amount of such Note), which shall be payable as provided in subsection (b) below of this Section 2.08. A fee may be charged by the Indenture Trustee to a Noteholder of Definitive Notes for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07. (b) All reductions in the principal amount of a Note (or one or more Predecessor Notes) effected by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Note and interest of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note (including the Redemption Price of any Note called for optional redemption, if such optional redemption will result in payment of the entire unpaid principal amount of such Note) shall be payable only upon presentation and surrender thereof on or after the Payment Date therefor at the Indenture Trustee's presenting office located within the United States of America pursuant to Section 3.02. -30- Whenever the Indenture Trustee expects that the entire remaining unpaid principal amount of any Note will be paid. Such notice shall be mailed or transmitted by facsimile not less become due and payable on the next Payment Date other than 15 nor more pursuant to a redemption pursuant to Article X, it shall, no later than 30 two days prior to such final Payment Date, shall specify telecopy or hand deliver to each Person in whose name a Note to be so retired is registered at the close of business on such otherwise applicable Record Date a notice to the effect that: (i) the Indenture Trustee expects that funds sufficient to pay such final installment will be available in the Note Account on such Payment Date; and (ii) if such funds are available, (A) such final installment will be payable on such Payment Date, but only upon presentation and surrender of such Note at the office or agency of the Note Registrar maintained for such purpose pursuant to Section 3.02 (the address of which shall be set forth in such notice) and (B) no interest shall specify the place where accrue on such Note may be presented and surrendered for payment after such Payment Date. A copy of such installmentform of notice shall be sent to the Note Insurer by the Indenture Trustee. Notices in connection with redemptions of Notes shall be mailed to Noteholders in accordance with Section 10.02. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such tax other Note. Any checks mailed pursuant to subsection (a) of this Section 2.08 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. The Issuer will instruct Section 3.03. (d) Each Payment Date Statement, prepared by the Indenture Trustee regarding based on the imposition Servicer Remittance Report delivered to the Indenture Trustee pursuant to the Servicing Agreement, shall be made available via the Indenture Trustee's internet website and its fax-on-demand service to the Note Insurer, the Rating Agencies, the Owner Trustee, the Underwriters (as defined in the Insurance Agreement) and each Noteholder as the statement required pursuant to Section 8.06. Noteholders that are unable to use the above distribution options are entitled to have a paper copy mailed to them via first class mail by calling the customer service desk at and indicating such. Neither the Indenture Trustee nor the Paying Agent shall have any responsibility to recalculate, verify or recompute information contained in any such tape, electronic data file or disk or any such Servicer Remittance Report except to the extent necessary to satisfy all obligations under this Section 2.08(d) and under Article III of such withholding tax and, upon receiving such instructionthe Servicing Agreement. Within 90 days after the end of each calendar year, the Indenture Trustee is hereby authorized will be required to furnish to each person who at any time during the calendar year was a Noteholder, if requested in writing by such person, a statement containing the information set forth in subclauses (i) and directed (ii) in the definition of "Payment Date Statement," aggregated for such calendar year or the applicable portion thereof during which such person was a Noteholder. Such obligation will be deemed to retain from amounts otherwise distributable have been satisfied to the Noteholders sufficient funds for the payment of any tax extent that substantially comparable information is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect provided pursuant to any distribution (such requirements of the Code as any distribution are from time to a Non-U.S. Person), the Indenture Trustee may time in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurredforce.

Payments of Principal and Interest. Accrued interest on this Debenture shall be paid semi-annually in arrears, on May 9 and November 9 of each year, commencing on November 9, 2008, or if such date is not a Business Day, on the next succeeding Business Day (a) The Class A-1 Noteseach such payment date, an “Interest Payment Date”). Interest on the Debenture will accrue from the most recent date on which interest has been paid or, if no interest has been paid, from the Original Issue Date. Subject to the terms hereof, with respect to the first four Interest Payment Dates, the Class A-2 Notesinitial Holder shall have the option to have interest paid by the Company in cash or Common Shares, and thereafter (and at all times with respect to transferees of the initial Holder other than Affiliates), the Class A-3 NotesCompany shall, at its option, have the Class A-4 Notes and the Class B Notes shall accrue right to pay interest during on each Interest Period at Payment Date either in cash or Common Shares, or a combination thereof. In order to exercise its right to pay interest in Common Shares, (A)(i) the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such Common Shares to be paid as interest shall be payable freely tradable pursuant to a effective registration statement or by non-affiliates pursuant to Rule 144 (or any successor or similar provision thereto) and (ii) the Common Shares shall be listed on each related a Principal Market, the Toronto Stock Exchange or another national trading market and (B) the Company shall deliver to all the Holders of Debentures a written irrevocable notice in the form of Exhibit B-1 attached hereto electing to pay such interest on such Interest Payment Date as specified in Common Shares or a combination of cash and Common Shares (“Company Interest Election Notice”). In order to exercise its right to receive interest in Common Shares, an initial Holder shall deliver to the Company a written irrevocable notice in the form of Exhibit B-2 attached hereto electing to receive such Notesinterest on such Interest Payment Date in Common Shares or a combination of cash and Common Shares (a “Holder Interest Election Notice”, pursuant and together with a Company Interest Election Notice, an “Interest Election Notice”). Such Interest Election Notice shall be delivered at least 10 calendar days prior to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Interest Payment Date but no more than 60 calendar days prior to such Interest Payment Date (the date of such notice being hereinafter referred to as the “Interest Notice Date”). If the Company is electing to pay (or if the initial Holder is electing to receive) a combination of cash and Common Shares it shall specify the percentages of cash and Common Shares in the Interest Election Notice. If the Company elects to repay any interest in Common Shares, the number of such shares to be issued for such Interest Payment Date shall be paid the number determined by dividing (x) amount of interest by (y) the VWAP for the ten consecutive Trading Days immediately before such Interest Payment Date. No fractional Common Shares shall be issued and the number of Common Shares to be issued will be rounded down to the Person nearest whole number of Common Shares. The holder of this Debenture shall be entitled to a cash payment representing the amount of interest in whose name respect of such Note fractional Common Share which would otherwise be issuable. If such Interest Election Notice is not delivered within the prescribed period set forth above, then such payment shall be paid in cash. If the Holder does not receive the requisite number of Interest Shares within the three Trading Day period following the Interest Payment Date, the Company shall (a) if the Holder is required by its broker to purchase (in an open market transaction or one or more Predecessor Notesotherwise) is registered on Common Shares to deliver in satisfaction of a sale by the Record Date by wire transfer Holder of the Interest Shares which the Holder anticipated receiving upon such interest payment, then (1) pay in immediately available funds cash to the account designated Holder the amount by which (x) the Holder’s total purchase price (excluding brokerage commissions) for the Common Shares so purchased exceeds (y) the amount obtained by multiplying (A) the number of Interest Shares that the Company was required to deliver to the Holder in connection with the exercise at issue by (B) the price at which the sell order giving rise to such Person. purchase obligation was executed, and (2) at the option of the Holder, either pay in cash the full amount of the interest due or deliver to the Holder the number of Interest Shares that would have been issued had the Company timely complied with its delivery obligations hereunder, and (b) The principal if the Holder so requests, then deem the election (whether by the Company or the Holder) to be cancelled and shall pay the full amount of each Note shall interest due hereunder (together with any Default Interest) or such portion as the Holder specified is to be payable paid in installments cash instead of Interest Shares within five Business Days of such request by the Holder. All holders of Debentures must be treated equally with respect to such payment of interest in Common Shares. All payments of interest by the Company hereunder (but not including any deemed interest arising under the Income Tax Act (Canada) on each Payment Date pursuant to Section 5.06 a mandatory or elective conversion of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes Debenture into Common Shares) shall be made pro rata free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, imposed under Part XIII of the Income Tax Act (Canada) or any similar provision of the laws of a Province (collectively referred to as “Part XIII Taxes”). If the Company shall be required to deduct any Part XIII Taxes from or in respect of any deemed interest arising under the Income Tax Act (Canada) on a mandatory or elective conversion of the Debenture into Common Shares, the Company shall do so and shall remit the same to the Noteholders relevant governmental authority within the time required. If the Company shall be required to deduct any Part XIII Taxes from or in respect of such Class entitled thereto. In accordance with Section 10.01any interest payable hereunder to the Holder (but not including any deemed interest arising under the Income Tax Act (Canada) on a mandatory or elective conversion of the Debenture into Common Shares) , (i) the Indenture Trustee sum payable shall notify be increased by the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on amount by which the final installment of principal of sum payable would otherwise have to be increased (the “make-whole amount”) to ensure that after making all required deductions (including deductions applicable to the make-whole amount) the Holder would receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Company shall make such deductions and interest on such Note will be paid(iii) the Company shall pay the full amount withheld or deducted to the relevant governmental authority within the time required. Such notice Any reference in this Debenture to any payment shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior deemed to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect also refer to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurredadditional amount described above.

Payments of Principal and Interest. Interest (aand principal, premium and Additional Amounts, if any, payable other than at Stated Maturity or upon acceleration, redemption or repurchase) The Class A-1 Notes, will be payable in immediately available funds to the Class A-2 Notes, Person in whose name a Security is registered at the Class A-3 Notes, close of business on the Class A-4 Notes and the Class B Notes shall accrue interest during Regular Record Date next preceding each Interest Period Payment Date notwithstanding the cancellation of such Securities upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided, however, that interest payable at the Class A-1 RateStated Maturity or upon acceleration, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall redemption or repurchase will be payable on each related Payment Date as specified to the Person to whom principal will be payable; provided, further, that if and to the extent the Bank defaults in such Notes, pursuant to Section 5.06 the payment of the Sale interest (and Servicing Agreement Additional Amounts, if any) due on such Interest Payment Date, such defaulted interest (and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall Additional Amounts, if any) will be paid to the Person in whose name such Note (Securities are registered at the end of a subsequent record date established by the Bank by notice given by mail by or one on behalf of the Bank to the holders of the Securities not less than 15 days preceding such subsequent record date, such record date to be not less than 15 days preceding the date of payment in respect of such defaulted interest. Unless otherwise specified in the resolutions of the Board of Directors of the Bank or more Predecessor Notes) is registered indenture supplemental hereto related to the Series of such Securities, the first payment of interest on any Security originally issued between a Regular Record Date and an Interest Payment Date will be made on the Interest Payment Date following the next succeeding Regular Record Date by wire transfer to the registered owner at the close of business on such next succeeding Regular Record Date. Unless otherwise specified in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the Series of such Securities, the “Regular Record Date” with respect to any Security will be the date 15 calendar days prior to each Interest Payment Date, whether or not such date is a Business Day. Payment of the principal, any premium, interest, Additional Amounts and other amounts on or in respect of any Security at Stated Maturity or upon acceleration, redemption or repurchase will be made in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note such Security is registered upon surrender of such Security at the close Corporate Trust Office of business the Trustee in the Borough of Manhattan, New York City, the office of the Paying Agent located in the City of Buenos Aires, or at the specified office of any other Paying Agent, provided that the Security is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Whenever the Bank shall have one or more paying agents, including the Trustee, it will, on or prior to the Business Day prior to each due date of the principal of (and premium, if any) or interest on the Record Date preceding Securities, deposit with the Payment Date on which Trustee a sum sufficient to pay the final installment principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest. Payments of the principal of and interest any premium, interest, Additional Amounts and other amounts on such Note or in respect of Securities to be made other than at Stated Maturity or upon redemption or repurchase will be paid. Such notice made by check mailed on or before the due date for such payments to the address of the person entitled thereto as it appears in the Register; provided that (a) the applicable Depositary or its nominee, as holder of the Global Securities, shall be mailed entitled to receive payments of interest by wire transfer of immediately available funds, (b) a holder of U.S.$1,000,000 (or transmitted the approximate equivalent thereof in Specified Currency other than U.S. dollars) in aggregate principal or face amount of Securities of the same Series shall be entitled to receive payments of interest by facsimile wire transfer of immediately available funds to an account maintained by such holder at a bank located in the United States or Argentina as may have been appropriately designated by such Person to the Trustee in writing no later than 15 days prior to the date such payment is due and (c) to the extent that the holder of a Security issued and denominated in a Specified Currency other than U.S. dollars elects to receive payment of the principal of and any premiums, interest, Additional Amounts and other amounts on or in respect of such Security at Stated Maturity or upon redemption in such Specified Currency, such payment, except in circumstances described in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the relevant Series, shall be made by wire transfer of immediately available funds to an account specified in writing by the holder to the Trustee not less than 15 nor more than 30 days prior to the date such final Payment Datepayment is due. Unless such designation is revoked in writing, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of designation made by such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed holder with respect to the Noteholders such Securities shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable remain in effect with respect to any distribution future payments with respect to such Securities payable to such holder. If the Stated Maturity or the Interest Payment Date for a Security falls on a day which is not a Business Day, payment of principal (and premium, if any) and interest with respect to such Security will be made on the next succeeding Business Day in the place of payment with the same force and effect as if made on the due date and no interest on such payment will accrue from and after such due date. If the principal of or any distribution premium, interest, Additional Amounts or other amounts on any Security is payable in a Specified Currency other than U.S. dollars and such Specified Currency is not available due to the imposition of exchange controls or other circumstances beyond the Bank’s control, or is no longer used by the government of the country issuing such currency or for settlement of transactions by public institutions of or within the international banking community, then the Bank, until such currency is again available or so used, will be entitled, to the extent permitted by Argentine law, to satisfy its obligations to the Holder of such Securities by making such payment in U.S. dollars at the Exchange Rate for such Specified Currency on the Payment Date. The making of any payment in respect of any Security in U.S. dollars under the foregoing circumstances will not constitute an Event of Default under such Security. Payments of the principal and any premium, interest, Additional Amounts or other amounts to holders of Securities denominated in a Non-Specified Currency other than U.S. Person)dollars who hold the Securities through DTC will, to the extent permitted by Argentine law, be made in U.S. dollars. However, any DTC holder of a Security denominated in a Specified Currency other than U.S. dollars may elect to receive payments by wire transfer in such Specified Currency other than U.S. dollars by delivering a written notice to the DTC participant through which it holds its beneficial interest, not later than the Regular Record Date, in the case of an interest payment, or at least 15 calendar days before the Stated Maturity, specifying wire transfer instructions to an account denominated in the Specified Currency. The DTC participant must notify DTC of the election and wire transfer instructions on or before the twelfth Business Day before the applicable payment of the principal. The U.S. dollar amount to be received by a holder of a Security denominated in a Specified Currency other than U.S. dollars who elects to receive payment in U.S. dollars will be based on the Exchange Rate on the second Business Day next preceding the applicable payment date. The Bank will make payment to the Exchange Rate Agent on the third Business Day next preceding the applicable Payment Date. If Exchange Rate quotations are not available on the second Business Day preceding the date of payment of principal or any premium, interest, Additional Amounts or other amounts with respect to any Security, such payment will be made in the Specified Currency. All currency exchange costs associated with any payment in U.S. dollars on any Security denominated in a Specified Currency other than U.S. dollars will be borne by the Holder thereof by deductions from payment of the currency exchange being effected on behalf of the Holder by the Exchange Rate Agent. Unless otherwise specified in the terms of a Series of Securities, Securities denominated in a Specified Currency other than U.S. dollars will provide that, in the event of an official redenomination of the currency, the obligations of the Bank with respect to payments on such Securities shall, in all cases, be deemed immediately following such redenomination to provide for payment of that amount of the redenominated currency representing the amount of such obligations immediately before such redenomination. Subject to the foregoing provisions of this Section 3.07, each Security delivered under this Indenture Trustee may upon registration of transfer of or in its sole discretion withhold such amounts exchange for or in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurredother Security.

Payments of Principal and Interest. Borrower shall pay the entire outstanding principal balance of this Note as set forth in the Transition Agreement (including Section 2.4 thereof). The terms and provisions of the Transition Agreement are hereby incorporated herein in their entirety and form a part of this Note as if fully set forth herein. Specifically, Borrower shall pay to Lender the entire principal balance of this Note together with accrued and accruing interest thereon at the applicable interest rate set forth in this Note (with all payments applied first to interest and then to principal), as follows: (a) The Class A-1 NotesBorrower shall make and pay the Down Payment to Lender as follows: (1) in the event of any merger between Clearday and Viveon prior to the Outside Down Payment Date (as same may have been extended in accordance with and subject to the terms of the Transition Agreement), the Class A-2 NotesDown Payment shall be due within one business day of such merger and shall be in the amount that is the greater of (i) $300,000 or (ii) 10% of the amount of new money raised and/or invested with Clearday and/or Successor Entity in connection with the merger and that closes in connection with the merger (regardless of whether such closing occurs on the same date as the merger), provided however that in no event shall the Down Payment be more than $500,000; and (2) in the event there has not been a merger between Clearday and Viveon prior to the Outside Down Payment Date (as same may have been extended in accordance with and subject to the terms of the Transition Agreement), the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest Down Payment shall be payable due on each related the Outside Down Payment Date (as specified same may have been extended in such Notes, pursuant accordance with and subject to Section 5.06 the terms of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment Transition Agreement) in the amount of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person$300,000. (b) The principal Borrower shall pay to Lender the sum of each Note shall be payable $50,000.00 representing the “Extension Fee” as provided for in installments on each Payment Date pursuant the Second Amendment to Section 5.06 Lease Transition Agreement, dated as of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01December 15, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 2023, on the Record Date preceding date that the Down Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installmentis due. (c) In Borrower shall pay the event that any withholding tax is imposed Remaining Amount together with accrued and accruing interest thereon at the applicable interest rate set forth in this Note, as follows: (1) Borrower shall pay to Lender $400,000 on or before the Trust’s payment end of each calendar quarter (i.e. March 31, June 30, September 30, and December 31) beginning with the calendar quarter ending December 31, 2023 and continuing each successive calendar quarter thereafter until the Maturity Date; and (2) beginning with the calendar quarter ending December 31, 2023 and continuing each successive calendar quarter thereafter, Borrower shall pay to Lender 10% of the Excess Cash Flow, which payments shall be due contemporaneous with the delivery of financial information of Clearday or allocations Successor Entity pursuant to Section 2.8 of incomethe Transition Agreement; and (3) on or before the Maturity Date, Borrower shall pay, in full and as a lump sum payment, the entire remaining outstanding principal balance of this Note together with all interest accrued thereon through the date of such payment. (d) Lxxxxx may apply payments made to it hereunder to the Noteholders, such tax shall reduce outstanding balance of the amount otherwise distributable to the Noteholders Repayment Amount in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time order it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may decides in its sole discretion withhold such amounts which Borrower acknowledges may not result in accordance with a reduction of the outstanding principal balance of this paragraph (c)Note. In The principal amount outstanding under this Note from time to time shall be recorded by Lxxxxx in its records. The aggregate unpaid principal balance of this Note, and accrued but unpaid interest thereon, as shown in the event that any Noteholder wishes records of the Lender shall be prima facie evidence of the principal and interest owing and unpaid on this Note. Notwithstanding anything in this Note or the Transition Agreement which may be interpreted to apply for a refund of any such withholding taxthe contrary, the Indenture Trustee entire unpaid principal balance of this Note, the entirety of the Repayment Amount (including portions thereof not reflected as part of the principal balance of this Note) together, in each case, with all accrued interest thereon shall reasonably cooperate with be finally due and payable, in full, on the Noteholder in making such claim so long as Maturity Date. Notwithstanding anything contained herein to the Noteholder contrary, Bxxxxxxx agrees to reimburse execute any further updated replacement of this Note within 5 business days of Lxxxxx’s request for same to evidence the Indenture Trustee for any out-of-pocket expenses incurredcorrect amount due and owing taking into account the Past Due Lease Amounts, Rent Differential Amount, Critical Expenses Advances, and amounts due under Section 2.3(iv) of the Transition Agreement.

Payments of Principal and Interest. (a) The Class A-1 NotesInterest (and Principal, the Class A-2 Notesif any, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period payable other than at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest Stated Maturity or principal payable on any Note that is punctually paid upon acceleration or duly provided for by the Issuer on the applicable Payment Date redemption) shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Regular Record Date next preceding each Interest Payment Date notwithstanding the cancellation of such Notes upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided that interest payable at Stated Maturity or upon acceleration or redemption shall be paid to the Person to whom Principal will be payable; provided further, that if and to the extent the Company defaults in the payment of the interest, including any Additional Amounts, due on such Interest Payment Date, such defaulted interest, including any Additional Amounts, shall be paid to the Person in whose names such Notes are registered at the end of a subsequent record date established by the Trustee by notice given by mail by or on behalf of the Company to the Holders of the Notes not less than fifteen (15) days preceding such subsequent record date, such record date to be not less than fifteen (15) days preceding the date of payment in respect of such defaulted interest. Unless otherwise specified in an indenture supplemental hereto related to the Notes, the first payment of interest on any Note originally issued between a Regular Record Date and an Interest Payment Date shall be made on which the final installment Interest Payment Date following the next succeeding Regular Record Date to the registered owner at the close of principal of and interest business on such next succeeding Regular Record Date. Unless otherwise specified in an indenture supplemental hereto related to the Notes, the “Regular Record Date” with respect to any Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days each February 23 and August 23 prior to such final each Interest Payment Date, whether or not such date is a Business Day. (b) Payments of the Principal of and any premium, interest, Additional Amounts and other amounts on or in respect of any Note at Stated Maturity or upon acceleration or redemption shall specify that be made to the registered Holder on such final installment will be payable only date in immediately available funds upon presentation and surrender of such Note and shall specify at the place where such Corporate Trust Office or at the specified office of any other Paying Agent; provided that the Note may be is presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, Paying Agent in time for the Paying Agent to make such tax shall reduce the amount otherwise distributable to the Noteholders payments in such funds in accordance with this Sectionits normal procedures. The Issuer will instruct Payments of the Indenture Trustee regarding Principal of and any premium, interest, Additional Amounts and other amounts on or in respect of Notes to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the imposition of due date for such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable payments to the Noteholders sufficient funds for address of the payment Person entitled thereto as it appears in the Register; provided that (i) a Common Depositary, as Holder of any tax that is legally owed the Global Notes, shall be entitled to receive payments of interest by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedingswire transfer of immediately available funds, and withholding payment (ii) a Holder of such tax, if permitted by law, pending the outcome of such proceedings). The U.S. $1,000,000 in aggregate principal or face amount of any withholding tax imposed with respect Notes shall be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such Holder at a bank located outside the United States as may have been appropriately designated by such Holder to the Noteholders shall be treated as cash distributed Trustee in writing no later than fifteen (15) days prior to the Noteholders at the time it date such payment is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurreddue.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes Notes, and the Class B A-5 Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate Rate, and the Class B A-5 Rate, respectively, and such interest shall be payable on each related Payment Distribution Date as specified in such Notes, the applicable Note by applying amounts available pursuant to Section 5.06 of the Sale and Servicing Agreement and to Section 3.01 hereofof this Indenture. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Personnominee, except for the final installment of principal payable with respect to such Note on a Distribution Date or on the applicable Final Scheduled Distribution Date, which shall be payable as provided below. (b) The principal of each Note shall be payable in installments on each Payment Distribution Date by applying amounts available pursuant to Section 5.06 of the Sale and Servicing Agreement Agreement. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and subject payable, if not previously paid, from and after the date on which the Indenture Trustee or the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), have declared the Notes to be immediately due and payable in the availability manner provided in Section 5.02 in connection with an Event of funds thereforDefault. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Distribution Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Distribution Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Payments on Notes and the Class B issued as Book-Entry Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall will be payable made by or on each related Payment Date as specified in such Notes, pursuant to Section 5.06 behalf of the Sale and Servicing Agreement and Section 3.01 hereofIndenture Trustee to the Clearing Agency or its nominee. Any installment of interest or principal payable on any Note Definitive Notes that is punctually paid or duly provided for by the Issuer Trust on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the for such Class of Notes and such Payment Date by either (i) check mailed to such Person's address as it appears in the Note Register on which such Record Date, or (ii) by wire transfer of immediately available funds to the account of a Noteholder, if such Noteholder (A) is the registered holder of Definitive Notes having an initial principal amount of at least $1,000,000 and (B) has provided the Indenture Trustee with wiring instructions in writing by five (5) Business Days prior to the related Record Date or has provided the Indenture Trustee with such instructions for any previous Payment Date, except for the final installment of principal payable with respect to such Note, which shall be payable as provided in subsection (b) of this Section 2.08. A fee may be charged by the Indenture Trustee to a Holder of Definitive Notes for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07. (b) All reductions in the Note Principal Balance of a Note (or one or more Predecessor Notes) effected by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Note and interest of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The finalinstallment of principal of each Note shall be payable only upon presentation and surrender thereof on or after the Payment Date therefor at the Corporate Trust Office of the Indenture Trustee located within the United States of America pursuant to Section 3.02. Whenever the Indenture Trustee expects that the entire unpaid Note Principal Balance of any Note will be paid. Such notice shall be mailed or transmitted by facsimile not less become due and payable on the next Payment Date, other than 15 nor more pursuant to a redemption pursuant to Article X, it shall, no later than 30 days two (2) Business Days prior to such final Payment Date, shall specify telecopy or hand deliver to each Person in whose name a Note to be so retired is registered at the close of business on such otherwise applicable Record Date a notice to the effect that: (i) the Indenture Trustee expects that funds sufficient to pay such final installment will be available in the related Payment Account on such Payment Date; and (ii) if such funds are available, (A) such final installment will be payable on such Payment Date, but only upon presentation and surrender of such Note at the office or agency of the Note Registrar maintained for such purpose pursuant to Section 3.02 (the address of which shall be set forth in such notice) and (B) no interest shall specify the place where accrue on such Note may be presented and surrendered for payment after such Payment Date. A copy of such installmentform of notice shall be sent to the Note Insurer by the Indenture Trustee. Notices in connection with redemptions of Notes shall be mailed to Noteholders in accordance with Section 10.02 hereof. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section 2.08, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such tax other Note. Any checks mailed pursuant to subsection (a) of this Section 2.08 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. The Issuer will instruct Section 3.03 hereof. (d) Each (i) Indenture Trustee's Remittance Report, shall be prepared by the Indenture Trustee regarding based on the imposition Indenture Trustee's calculations of the loan level data provided in the Servicer Remittance Report delivered to the Indenture Trustee pursuant to the Sale and Servicing Agreement, and (ii) the Servicer Remittance Report shall be delivered by the Indenture Trustee to the Note Insurer, the Rating Agencies, the Servicer, the Owner Trustee, the Depositor and each Noteholder as the statements required pursuant to Section 8.06 hereof. Neither the Indenture Trustee nor the Collateral Agent shall have any responsibility to recalculate, verify or recompute information contained in any such withholding tax andtape, upon receiving electronic data file or disk or any such instructionServicer Remittance Report except to the extent necessary to satisfy all obligations under this Section 2.08(d). Within ninety (90) days after the end of each calendar year, the Indenture Trustee is hereby authorized will be required to furnish to each Person who at any time during the calendar year was a Noteholder, if requested in writing by such person, a statement containing the information set forth in subclauses (a), (b) and directed (c) in the definition of "Indenture Trustee's Remittance Report," aggregated for such calendar year or the applicable portion thereof during which such person was a Noteholder. Such obligation will be deemed to retain from amounts otherwise distributable have been satisfied to the Noteholders sufficient funds for extent that substantially comparable information is provided pursuant to any requirements of the payment of any tax that is legally owed by the Trust Code as are from time to time in force. From time to time (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Personno more than once per calendar month), upon the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In written request of the event that any Noteholder wishes to apply for a refund of any such withholding taxDepositor, the Servicer or the Note Insurer, the Indenture Trustee shall reasonably cooperate with report to the Noteholder Depositor, the Servicer and the Note Insurer the amount then held in making such claim so long as the Noteholder agrees to reimburse each Account (including investment earnings accrued) held by the Indenture Trustee for and the identity of the investments included therein. From time to time, at the request of the Note Insurer, the Indenture Trustee shall report to the Note Insurer with respect to the actual knowledge of a Responsible Officer, without independent investigation, of any out-of-pocket expenses incurredbreach of any of the representations or warranties relating to individual Mortgage Loans set forth in Section 3.03 of the Unaffiliated Seller's Agreement. The Indenture Trustee shall also provide the Note Insurer such other information within its control as may be reasonably requested by it.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Payments on Notes and the Class B issued as Book-Entry Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall will be payable made by or on each related Payment Date as specified in such Notes, pursuant to Section 5.06 behalf of the Sale and Servicing Agreement and Section 3.01 hereofIndenture Trustee to the Clearing Agency or its nominee. Any installment of interest or principal payable on any Note Definitive Notes that is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding for such Distribution Date by either (i) check mailed to such Person's address as it appears in the Payment Note Register on such Record Date, or (ii) by wire transfer of immediately available funds to the account of a Noteholder, if such Noteholder (A) is the registered holder of Definitive Notes having an initial principal amount of at least $1,000,000 and (B) has provided the Indenture Trustee with wiring instructions in writing by five Business Days prior to the related Record Date on which or has provided the Indenture Trustee with such instructions for any previous Distribution Date, except for the final installment of principal payable with respect to such Note (or the Redemption Price for any Note called for redemption, if such redemption will result in payment of the then entire unpaid principal amount of such Note), which shall be payable as provided in subsection (b) below of this Section 2.08. A fee may be charged by the Indenture Trustee to a Noteholder of Definitive Notes for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07. (b) All reductions in the principal amount of a Note (or one or more Predecessor Notes) effected by payments of installments of principal made on any Distribution Date shall be binding upon all Holders of such Note and interest of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note (including the Redemption Price of any Note called for optional redemption, if such optional redemption will result in payment of the entire unpaid principal amount of such Note) shall be payable only upon presentation and surrender thereof on or after the Distribution Date therefor at the Indenture Trustee's presenting office located within the United States of America pursuant to Section 3.02. Whenever the Indenture Trustee expects that the entire remaining unpaid principal amount of any Note will be paid. Such notice shall be mailed or transmitted by facsimile not less become due and payable on the next Distribution Date other than 15 nor more pursuant to a redemption pursuant to Article X, it shall, no later than 30 two days prior to such final Payment Distribution Date, shall specify telecopy or hand deliver to each Person in whose name a Note to be so retired is registered at the close of business on such otherwise applicable Record Date a notice to the effect that: (i) the Indenture Trustee expects that funds sufficient to pay such final installment will be available in the Note Account on such Distribution Date; and (ii) if such funds are available, (A) such final installment will be payable on such Distribution Date, but only upon presentation and surrender of such Note at the office or agency of the Note Registrar maintained for such purpose pursuant to Section 3.02 (the address of which shall be set forth in such notice) and (B) no interest shall specify the place where accrue on such Note may after such Distribution Date. Notices in connection with redemptions of Notes shall be presented and surrendered for payment of such installmentmailed to Noteholders in accordance with Section 10.02. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such tax other Note. Any checks mailed pursuant to subsection (a) of this Section 2.08 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. The Issuer will instruct Section 3.03. (d) Each Distribution Date Statement, prepared by the Indenture Trustee regarding based on the imposition Remittance Report delivered to the Indenture Trustee pursuant to the Servicing Agreement, shall be made available via the Depositor's internet website to the Rating Agencies, the Owner Trustee and each Noteholder as the statement required pursuant to Section 8.06. Noteholders that are unable to use the above distribution options are entitled to have a paper copy mailed to them via first class mail by calling (301) 846-8881 and indicating such. Neither the Indenture Trustee nor xxx Xxxxxx Xxent shall have any responsibility to recalculate, verify or recompute information contained in any such tape, electronic data file or disk or any such Remittance Report except to the extent necessary to satisfy all obligations under this Section 2.08(d). Within 90 days after the end of such withholding tax and, upon receiving such instructioneach calendar year, the Indenture Trustee is hereby authorized will be required to furnish to each person who at any time during the calendar year was a Noteholder, if requested in writing by such person, a statement containing the information set forth in subclauses (i) and directed (ii) in the definition of "Distribution Date Statement," aggregated for such calendar year or the applicable portion thereof during which such person was a Noteholder. Such obligation will be deemed to retain from amounts otherwise distributable have been satisfied to the Noteholders sufficient funds for the payment of any tax extent that substantially comparable information is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect provided pursuant to any distribution (such requirements of the Code as any distribution are from time to a Non-U.S. Person), the Indenture Trustee may time in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurredforce.

Payments of Principal and Interest. (a) The Class A-1 A-1[a] Notes, [the Class A-2 A-1b Notes,] the Class A-2[a] Notes, [the Class A-3 A-2b Notes,] the Class A-3[a] Notes, [the Class A-4 Notes A-3b Notes,] [the Class A-4a Notes] and the Class B A-4[b] Notes shall accrue interest during each Interest Period at the Class A-1 A-1[a] Rate, [the Class A-2 A-1b Rate,] the Class A-2[a] Rate, [the Class A-3 A-2b Rate,] the Class A-3[a] Rate, [the Class A-4 Rate A-3b Rate,] [the Class A-4a Rate] and the Class B A-4[b] Rate, respectively, and such interest shall be payable on each related Payment Distribution Date as specified in such Notes, the applicable Note by applying amounts available pursuant to Section 5.06 of the Sale and Servicing Agreement and to Section 3.01 hereofof this Indenture. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Personnominee, except for the final installment of principal payable with respect to such Note on a Distribution Date or on the applicable Final Scheduled Distribution Date, which shall be payable as provided below. (b) The principal of each Note shall be payable in installments on each Payment Distribution Date by applying amounts available pursuant to Section 5.06 of the Sale and Servicing Agreement Agreement. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and subject payable, if not previously paid, from and after the date on which the Indenture Trustee or the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), have declared the Notes to be immediately due and payable in the availability manner provided in Section 5.02 in connection with an Event of funds thereforDefault. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Distribution Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Distribution Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Payments on Notes and the Class B issued as Book-Entry Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall will be payable made by or on each related Payment Date as specified in such Notes, pursuant to Section 5.06 behalf of the Sale and Servicing Agreement and Section 3.01 hereofIndenture Trustee to the Clearing Agency or its nominee. Any installment of interest or principal payable on any Note Definitive Notes that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the for such Payment Date by either (i) check mailed to such Person's address as it appears in the Note Register on which such Record Date, or (ii) by wire transfer of immediately available funds to the account of a Noteholder, if such Noteholder (A) is the registered holder of Definitive Notes having an initial principal amount of at least $1,000,000 and (B) has provided the Indenture Trustee with wiring instructions in writing by five Business Days prior to the related Record Date or has provided the Indenture Trustee with such instructions for any previous Payment Date, except for the final installment of principal payable with respect to such Note (or the Redemption Price for any Note called for redemption, if such redemption will result in payment of the then entire unpaid principal amount of such Note), which shall be payable as provided in subsection (b) below of this Section 2.08. A fee may be charged by the Indenture Trustee to a Noteholder of Definitive Notes for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07. (b) All reductions in the principal amount of a Note (or one or more Predecessor Notes) effected by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Note and interest of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note (including the Redemption Price of any Note called for optional redemption, if such optional redemption will result in payment of the entire unpaid principal amount of such Note) shall be payable only upon presentation and surrender thereof on or after the Payment Date therefor at the Indenture Trustee's presenting office located within the United States of America pursuant to Section 3.02. Whenever the Indenture Trustee expects that the entire remaining unpaid principal amount of any Note will be paid. Such notice shall be mailed or transmitted by facsimile not less become due and payable on the next Payment Date other than 15 nor more pursuant to a redemption pursuant to Article X, it shall, no later than 30 two days prior to such final Payment Date, shall specify telecopy or hand deliver to each Person in whose name a Note to be so retired is registered at the close of business on such otherwise applicable Record Date a notice to the effect that: (i) the Indenture Trustee expects that funds sufficient to pay such final installment will be available in the Note Account on such Payment Date; and (ii) if such funds are available, (A) such final installment will be payable on such Payment Date, but only upon presentation and surrender of such Note at the office or agency of the Note Registrar maintained for such purpose pursuant to Section 3.02 (the address of which shall be set forth in such notice) and (B) no interest shall specify the place where accrue on such Note may be presented and surrendered for payment after such Payment Date. A copy of such installmentform of notice shall be sent to the Note Insurer by the Indenture Trustee. Notices in connection with redemptions of Notes shall be mailed to Noteholders in accordance with Section 10.02. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such tax other Note. Any checks mailed pursuant to subsection (a) of this Section 2.08 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. The Issuer will instruct Section 3.03. (d) Each Payment Date Statement, prepared by the Indenture Trustee regarding based solely on the imposition Servicer Remittance Report delivered to the Indenture Trustee pursuant to the Servicing Agreement, shall be delivered by the Indenture Trustee to the Issuer or the designee of the Issuer on each Payment Date for the Issuer's or such withholding tax anddesignees review of the information contained therein and to the Issuer, upon receiving any designee of the Issuer, the Note Insurer, the Rating Agencies, the Underwriter and each Noteholder on each Payment Date. Such report shall constitute the report required pursuant to Section 8.08. In addition, on each Payment Date the Indenture Trustee shall forward to the Underwriter and Bloomberg the electromagnetic tape or disk containing certain Mortgage Loan information required to be delivered to the Indenture Trustee by the Servicer pursuant to Section 3.01 of the Servicing Agreement; PROVIDED, HOWEVER, that the Indenture Trustee shall not forward any such instructiontape or disk that separately sets forth the Premium or the Premium Percentage. None of the Indenture Trustee, the Paying Agent or the Owner Trustee shall have any responsibility to recalculate, verify or recompute information contained in any such tape or disk or any such Servicer Remittance Report, except to the extent necessary to attempt to reconciliate any errors between such tape or disk and the Indenture Trustee's calculations as described in Section 2.08(d). (e) If the Issuer or the Issuer's designee, believes the Payment Date Statement contains an inaccuracy, the Issuer or the Issuer's designee shall promptly notify the Indenture Trustee and the Indenture Trustee and the Issuer agree to cooperate to promptly produce a revised Payment Date Statement that they both agree is accurate. (f) Within 90 days after the end of each calendar year, the Indenture Trustee is hereby authorized will be required to furnish to each person who at any time during the calendar year was a Noteholder, if requested in writing by such person, a statement containing the information set forth in subclauses (i) and directed (ii) in the definition of "Payment Date Statement," aggregated for such calendar year or the applicable portion thereof during which such person was a Noteholder. Such obligation will be deemed to retain from amounts otherwise distributable have been satisfied to the Noteholders sufficient funds for extent that substantially comparable information is provided pursuant to any requirements of the payment of any tax that is legally owed Code as are from time to time in force. (g) The Issuer agrees to designate the Manager to review the Payment Date Statement. The Issuer may change such designation from time to time by the Trust (but such authorization shall not prevent written notice to the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurredTrustee.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the Record Date for such Payment Date by check mailed to such Person's address as it appears in the Note Register on such Record Date, except that with respect to a Note registered in the name of the nominee of a clearing agency (initially, such nominee to be Cede & Co.) payments will be made by wire transfer in immediately available funds to the account designated by such Personnominee in writing at least two Business Days prior to such Payment Date and except for the final installment of principal payable with respect to such Note (or the Redemption Price for any Note called for redemption), which shall be payable as provided in subsection (b) of this Section 2.09. Any installment of interest or principal not punctually paid or duly provided for shall be payable in the manner and to the Persons specified in subsection (c) of this Section 2.09. (b) All reductions in the principal amount of a Note (or one or more Predecessor Notes) effected by means of an allocation of the Realized Loss Allocation Amount or by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note (including the Redemption Price of any Note called for redemption pursuant to Section 10.01) shall be payable in installments only upon presentation and surrender thereof on each or after the Payment Date pursuant to Section 5.06 or Redemption Date therefor at the Corporate Trust Office or at the office or agency of the Sale Issuer maintained by it for such purpose set forth in Section 3.02. Whenever, on the basis of Remittances on the Accounts received and Servicing Agreement and subject expected to be received during the availability of funds therefor. All principal payments related Due Periods or on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01related Payment Date, as applicable, the Indenture Trustee shall notify Issuer expects that the entire remaining unpaid principal amount of the Notes will become due and payable on the next Principal Payment Date, it shall, no later than ten days prior to such Principal Payment Date, mail or cause to be mailed to each Person in whose name a Note to be so retired is registered at the close of business on the Record Date preceding the that would otherwise be applicable to such Principal Payment Date on which a notice to the effect that: (i) the Issuer expects that funds sufficient to pay such final installment of principal of and interest will be available in the Collection Account on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Principal Payment Date, shall specify that and (ii) if such funds are available, (A) such final installment will be payable on such Payment Date, but only upon presentation and surrender of such Note at the Corporate Trust Office or at the office or agency of the Issuer maintained for such purpose pursuant to Section 3.02 (the addresses of which shall be set forth in such notice), and (B) no interest shall specify the place where accrue on such Note may after such Principal Payment Date. Notices in connection with redemptions of Notes shall contain the information set forth in, and be presented and surrendered for payment of such installmentmailed in accordance with, Section 10.02. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such tax other Note. Any checks mailed pursuant to subsection (a) of this Section 2.09 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instructionSection 3.03. (d) Not later than each Debt Service Requirement Determination Date, the Indenture Trustee is hereby authorized shall prepare and directed to retain from amounts otherwise distributable deliver to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed Issuer a statement with respect to the Noteholders shall following Payment Date (a "Payment Date Statement") setting forth: (i) the amount of Issuer Expenses paid or due to be treated paid in respect of the related Due Period; (ii) the amount of the Available Funds for such Payment Date; (iii) the amount of interest then due and payable on the Notes then Outstanding (stated separately as cash distributed to each Class); (iv) the Optimal Principal Amount for each Class; (v) whether the Available Funds for such Payment Date will be sufficient to pay on such Payment Date all amounts specified in clause (iii) and, if not, the percentages of such amount which may be paid in accordance with the priorities set forth in Section 8.02(c) from the amounts expected to be available in the Collection Account; (vi) the Class Interest Shortfall (stated separately as to each Class); (vii) the Collateral Deficiency Amount, if any; (viii) the amounts included in such statement pursuant to clauses (iii) and (iv), expressed in each case per Individual Note, to be paid on such Payment Date; (ix) the amount, if any, to be released to the Noteholders at Issuer pursuant to clause twenty-first of Section 8.02(c)(ii); (x) the time it is withheld by total Realized Loss Amounts and amount allocated to each Class of Notes and interest thereon; (xi) the Trust and remitted unpaid principal amount of each Class of Notes which will remain after giving effect to the appropriate taxing authority. If payments to be made on such Payment Date expressed both on an aggregate basis and per Individual Note; (xii) the Cumulative Actual Net Economic Losses as of the end of the related Due Period; (xiii) the Economic Balance as of the end of the related Due Period of Accounts with respect to which there is a possibility that withholding tax material breach of any representation or warranty made in Section 3.11 or as to which there is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), material defect in the Indenture Trustee may in its sole discretion withhold such amounts related Account Documents in accordance with this paragraph Section 3.12(b); (c). In xiv) the event that any Noteholder wishes Minimum Target Overcollateralization Amount; and (xv) cumulative unreimbursed Realized Loss Amounts Each Payment Date Statement shall be delivered by the Trustee to apply for a refund the Issuer, each designee of any such withholding taxthe Issuer specified in writing to the Trustee, S&P, the Indenture Trustee shall reasonably cooperate with firm of Independent Accountants appointed by the Noteholder in making such claim so long as Issuer pursuant to Section 8.06(a) and, upon request, to the Noteholder agrees to reimburse beneficial owners of the Indenture Trustee for any out-of-pocket expenses incurredNotes.

Payments of Principal and Interest. (a) The Class A-1 NotesNotes shall be due and payable as follows: (i) Commencing on the 31st day of December, 2002, and continuing on the last day of each March 31, June 30, September 30, and December 31 thereafter through, but not including, the Class A-2 NotesMaturity Date (or the earlier termination thereof), interest, as it accrues on the Class A-3 Notes, outstanding balance of the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such accruing interest shall be due and payable; and (ii) The entire unpaid principal sum of the Notes and all interest accrued and unpaid thereon shall be fully and finally due and payable on each related Payment the Maturity Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Personearlier termination hereof). (b) The principal of each All payments made on any Note shall be payable in installments on each Payment Date pursuant credited first to Section 5.06 of the Sale past due accrued interest proportion to such and Servicing Agreement and subject then to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of principal; and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that such final installment will be payable only thereupon cease upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installmentprincipal so credited. (c) In the event that All payments made by Borrower on any withholding tax is imposed Note shall be made to each Lender in proportion to such Lender’s Pro Rata Share at its address set forth in this Agreement (or otherwise designated by such Lender) in federal or other immediately available funds before 1:00 p.m., Houston time, on the Trust’s date such payment is required to be made. Any payment received and accepted by any Lender after such time shall be considered for all purposes (including the calculation of interest, to the extent permitted by law) as having been made on the next following Business Day. If any Lender obtains any payment (whether voluntary, involuntary, by application of offset or allocations otherwise) of income) principal, interest or other amount with respect to the Noteholdersany Note in excess of such Lender’s Pro Rata Share of such payment, such tax Lender agrees to distribute the excess portion of such payment as is necessary to cause each Lender to receive its Pro Rata Share of such payment. (d) Any and all payments by Borrower hereunder or under the Notes shall reduce the amount otherwise distributable to the Noteholders be made, in accordance with Section 4.3, free and clear of and without deduction for any and all present or future Taxes. If Borrower shall be required by law to deduct any federal, state or local taxes from or in respect of any sum payable hereunder or under the Notes, (i) the sum payable shall be increased as much as shall be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.3) Lenders receive an amount equal to the sum they would have received had no such deductions been made, (ii) Borrower shall make such deductions, and (iii) Borrower shall pay the full amount deducted to the relevant taxing or other authority in accordance with applicable law. Within 30 days after the date of any payment of federal, state or local taxes, Borrower shall furnish to each Lender the original or a certified copy of a receipt evidencing payment thereof. Except as provided in Section 4.3(c), Lenders shall not be obligated to return or refund any amounts received pursuant to this Section. The Issuer will instruct . (e) To the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if extent permitted by law, pending the outcome of such proceedings). The a delinquency charge will be imposed in an amount not to exceed four percent (4%) of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it payment on a Note or other Obligation that is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution more than fifteen (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred15) days late.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B A-4 Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B A-4 Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note and, as applicable, the Subordinated Seller’s Interest, shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Payments on Notes and the Class B issued as Book-Entry Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall will be payable made by or on each related Payment Date as specified in such Notes, pursuant to Section 5.06 behalf of the Sale and Servicing Agreement and Section 3.01 hereofIndenture Trustee to the Clearing Agency or its nominee. Any installment of interest or principal payable on any Note Definitive Notes that is punctually paid or duly provided for by the Issuer Trust on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the for such Class of Notes and such Payment Date by either (i) check mailed to such Person's address as it appears in the Note Register on which such Record Date, or (ii) by wire transfer of immediately available funds to the account of a Noteholder, if such Noteholder (A) is the registered holder of Definitive Notes having an initial principal amount of at least $1,000,000 and (B) has provided the Indenture Trustee with wiring instructions in writing by five (5) Business Days prior to the related Record Date or has provided the Indenture Trustee with such instructions for any previous Payment Date, except for the final installment of principal payable with respect to such Note, which shall be payable as provided in subsection (b) of this Section 2.08. A fee may be charged by the Indenture Trustee to a Holder of Definitive Notes for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07. (b) All reductions in the Note Principal Balance of a Note (or one or more Predecessor Notes) effected by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Note and interest of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note shall be payable only upon presentation and surrender thereof on or after the Payment Date therefor at the Corporate Trust Office of the Indenture Trustee located within the United States of America pursuant to Section 3.02. Whenever the Indenture Trustee expects that the entire unpaid Note Principal Balance of any Note will be paid. Such notice shall be mailed or transmitted by facsimile not less become due and payable on the next Payment Date, other than 15 nor more pursuant to a redemption pursuant to Article X, it shall, no later than 30 days two (2) Business Days prior to such final Payment Date, shall specify telecopy or hand deliver to each Person in whose name a Note to be so retired is registered at the close of business on such otherwise applicable Record Date a notice to the effect that: (i) the Indenture Trustee expects that funds sufficient to pay such final installment will be available in the Payment Account on such Payment Date; and (ii) if such funds are available, (A) such final installment will be payable on such Payment Date, but only upon presentation and surrender of such Note at the office or agency of the Note Registrar maintained for such purpose pursuant to Section 3.02 (the address of which shall be set forth in such notice) and (B) no interest shall specify the place where accrue on such Note may be presented and surrendered for payment after such Payment Date. A copy of such installmentform of notice shall be sent to the Note Insurer by the Indenture Trustee. Notices in connection with redemptions of Notes shall be mailed to Noteholders in accordance with Section 10.02 hereof. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section 2.08, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such tax other Note. Any checks mailed pursuant to subsection (a) of this Section 2.08 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. The Issuer will instruct Section 3.03 hereof. (d) Each of (i) the Noteholder Statement, (which shall be prepared by the Servicer based on the Servicer calculations of the loan level data provided in the Servicer Remittance Report delivered to the Indenture Trustee regarding pursuant to the imposition Sale and Servicing Agreement) and (ii) the Servicer Remittance Report shall be delivered by the Indenture Trustee to the Rating Agencies, the Owner Trustee, the Depositor and each Noteholder as the statements required pursuant to Section 8.06 hereof. Neither the Indenture Trustee nor the Collateral Agent shall have any responsibility to recalculate, verify or recompute information contained in any such tape, electronic data file or disk or any such Servicer Remittance Report or Noteholder Statement except to the extent necessary to satisfy all obligations under this Section 2.08(d). Within ninety (90) days after the end of such withholding tax and, upon receiving such instructioneach calendar year, the Indenture Trustee is hereby authorized will be required to furnish to each Person who at any time during the calendar year was a Noteholder, if requested in writing by such person, a statement containing the information set forth in subclauses (a), (b) and directed (c) in the definition of "Noteholder Statement," aggregated for such calendar year or the applicable portion thereof during which such person was a Noteholder. Such obligation will be deemed to retain from amounts otherwise distributable have been satisfied to the Noteholders sufficient funds for extent that substantially comparable information is provided pursuant to any requirements of the payment of any tax that is legally owed by the Trust Code as are from time to time in force. From time to time (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Personno more than once per calendar month), upon the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In written request of the event that any Noteholder wishes to apply for a refund of any such withholding taxDepositor, the Servicer or the Note Insurer, the Indenture Trustee shall reasonably cooperate with report to the Noteholder Depositor, the Servicer and the Note Insurer the amount then held in making such claim so long as the Noteholder agrees to reimburse each Account (including investment earnings accrued) held by the Indenture Trustee for and the identity of the investments included therein. From time to time, at the request of the Note Insurer, the Indenture Trustee shall report to the Note Insurer with respect to the actual knowledge of a Responsible Officer, without independent investigation, of any out-of-pocket expenses incurredbreach of any of the representations or warranties relating to individual Mortgage Loans set forth in Section 3.03 of the Unaffiliated Seller's Agreement. The Indenture Trustee shall also provide the Note Insurer such other information within its control as may be reasonably requested by it.

Payments of Principal and Interest. (a) The Class A-1 NotesCompany shall pay all outstanding Principal and accrued and unpaid Interest in cash on the Maturity Date. Notwithstanding the foregoing, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable monthly in arrears as on the last Trading Day of each related calendar month (the “Interest and Payment Date Date”) in cash. Interest on the Notes will accrue at an annual rate equal to six percent (6%) (the “Interest Rate”); provided, however, that upon the occurrence and during the continuance of an Event of Default, until such Event of Default is cured (if applicable), the Interest Rate shall be equal to the lesser of (x) fifteen percent (15%) per annum and (y) the maximum applicable legal rate per annum. Interest on the Notes will be computed on the basis of a 365-day year and the actual number of days elapsed. Except as specified in such Notesexpressly set forth herein, pursuant to Section 5.06 no prepayment of Principal, Interest or other amounts payable hereunder before the required due date therefor shall be permitted without the prior written consent of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such PersonHolder. (b) The principal To the extent that the Company receives or becomes entitled to receive any payment from the Sellers (as defined in the Agreement to Buy the Shares In Must Have Limited (“Must Have”), dated April 22, 2014 (the “Acquisition Agreement”)) in respect of each Note shall be payable any Warranty Claim (as defined in installments on each Payment Date the Acquisition Agreement) or any Indemnity Claim (as defined in the Acquisition Agreement) pursuant to Section 5.06 Schedule 4 of the Sale and Servicing Acquisition Agreement and subject to (the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect such payment, an “Indemnification Amount”), then the Holder may, at the Holder’s option by delivery of a written notice to the Noteholders Company, require the Company to cause the Holder’s Proportionate Share (as defined below) of the entire amount of any such Indemnification Amount to be paid directly to the Holder as a prepayment of this Note in an amount equal to the Indemnification Amount. Any prepayment pursuant to this Section 1(b) shall be treated as cash distributed applied first to the Noteholders at the time it is withheld by the Trust Late Charges, second to accrued and remitted unpaid Interest and third to the appropriate taxing authorityPrincipal. If there is a possibility that withholding tax is payable For purposes hereof, “Proportionate Share” means, with respect to any distribution (such as any distribution prepayment pursuant to a Non-U.S. Personthis Section 1(b), a fraction the Indenture Trustee may in its sole discretion withhold numerator of which is the outstanding Principal of this Note at the time that the Company becomes entitled to such amounts in accordance with this paragraph (c). In Indemnification Amount and the event that any Noteholder wishes to apply for a refund denominator of any which is the aggregate outstanding Principal of the Notes at such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurredtime.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B A-4 Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B A-4 Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by [check mailed first-class postage prepaid to such Person's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date or on the applicable Final Scheduled Payment Date, which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03.] [wire transfer in immediately available funds to the account designated by such Person. (b) The [During a Revolving Period, the principal of each Note shall be payable to a principal collection account for the purchase of additional Receivables pursuant to Section __ of the Sale and Servicing Agreement.] [During an Amortization Period, the principal of each Note [and, as applicable, the Subordinated Seller's Interest,] shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. .] [Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or the Holders of Notes representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.02.] All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Payments on Notes and the Class B issued as Book-Entry Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall will be payable made by or on each related Payment Date as specified in such Notes, pursuant to Section 5.06 behalf of the Sale and Servicing Agreement and Section 3.01 hereofIndenture Trustee to the Clearing Agency or its nominee. Any installment of interest or principal payable on any Note Definitive Notes that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the for such Payment Date by either (i) check mailed to such Person's address as it appears in the Note Register on which such Record Date, or (ii) by wire transfer of immediately available funds to the account of a Noteholder, if such Noteholder (A) is the registered holder of Definitive Notes having an initial principal amount of at least $1,000,000 and (B) has provided the Indenture Trustee with wiring instructions in writing by five Business Days prior to the related Record Date or has provided the Indenture Trustee with such instructions for any previous Payment Date, except for the final installment of principal payable with respect to such Note (or the Redemption Price for any Note called for redemption, if such redemption will result in payment of the then entire unpaid principal amount of such Note), which shall be payable as provided in subsection (b) below of this Section 2.08. A fee may be charged by the Indenture Trustee to a Noteholder of Definitive Notes for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07. (b) All reductions in the principal amount of a Note (or one or more Predecessor Notes) effected by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Note and interest of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note (including the Redemption Price of any Note called for optional redemption, if such optional redemption will result in payment of the entire unpaid principal amount of such Note) shall be payable only upon presentation and surrender thereof on or after the Payment Date therefor at the Indenture Trustee's presenting office located within the United States of America pursuant to Section 3.02. Whenever the Indenture Trustee expects that the entire remaining unpaid principal amount of any Note will be paid. Such notice shall be mailed or transmitted by facsimile not less become due and payable on the next Payment Date other than 15 nor more pursuant to a redemption pursuant to Article X, it shall, no later than 30 two days prior to such final Payment Date, shall specify telecopy or hand deliver to each Person in whose name a Note to be so retired is registered at the close of business on such otherwise applicable Record Date a notice to the effect that: (i) the Indenture Trustee expects that funds sufficient to pay such final installment will be available in the Note Account on such Payment Date; and (ii) if such funds are available, (A) such final installment will be payable on such Payment Date, but only upon presentation and surrender of such Note at the office or agency of the Note Registrar maintained for such purpose pursuant to Section 3.02 (the address of which shall be set forth in such notice) and (B) no interest shall specify the place where accrue on such Note may be presented and surrendered for payment after such Payment Date. A copy of such installmentform of notice shall be sent to the Note Insurer by the Indenture Trustee. Notices in connection with redemptions of Notes shall be mailed to Noteholders in accordance with Section 10.02. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such tax other Note. Any checks mailed pursuant to subsection (a) of this Section 2.08 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. The Issuer will instruct Section 3.03. (d) Each Payment Date Statement, prepared by the Indenture Trustee regarding based on the imposition Servicer Remittance Report delivered to the Indenture Trustee pursuant to the Servicing Agreement, shall be delivered by the Indenture Trustee to the Note Insurer, the Rating Agencies, the Owner Trustee, the Underwriters (as defined in the Insurance Agreement) and each Noteholder as the statement required pursuant to Section 8.06. Neither the Indenture Trustee nor the Paying Agent shall have any responsibility to recalculate, verify or recompute information contained in any such tape, electronic data file or disk or any such Servicer Remittance Report except to the extent necessary to satisfy all obligations under this Section 2.08(d) and under Article III of such withholding tax and, upon receiving such instructionthe Servicing Agreement. Within 90 days after the end of each calendar year, the Indenture Trustee is hereby authorized will be required to furnish to each person who at any time during the calendar year was a Noteholder, if requested in writing by such person, a statement containing the information set forth in subclauses (i) and directed (ii) in the definition of "Payment Date Statement," aggregated for such calendar year or the applicable portion thereof during which such person was a Noteholder. Such obligation will be deemed to retain from amounts otherwise distributable have been satisfied to the Noteholders sufficient funds for the payment of any tax extent that substantially comparable information is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect provided pursuant to any distribution (such requirements of the Code as any distribution are from time to a Non-U.S. Person), the Indenture Trustee may time in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurredforce.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Payments on Notes and the Class B issued as Book-Entry Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall will be payable made by or on each related Payment Date as specified in such Notes, pursuant to Section 5.06 behalf of the Sale and Servicing Agreement and Section 3.01 hereofIndenture Trustee to the Clearing Agency or its nominee. Any installment of interest or principal payable on any Note Definitive Notes that is punctually paid or duly provided for by the Issuer Trust on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding for such Class of Notes and such Distribution Date by either (i) check mailed to such Person's address as it appears in the Payment Note Register on such Record Date, or (ii) by wire transfer of immediately available funds to the account of a Noteholder, if such Noteholder (A) is the registered holder of Definitive Notes having an initial principal amount of at least $1,000,000 and (B) has provided the Indenture Trustee with wiring instructions in writing by five (5) Business Days prior to the related Record Date on which or has provided the Indenture Trustee with such instructions for any previous Distribution Date, except for the final installment of principal payable with respect to such Note (or the Redemption Price for any Note called for redemption, if such redemption will result in payment of the then entire unpaid Note Principal Balance of such Note), which shall be payable as provided in subsection (b) of this Section 2.08. A fee may be charged by the Indenture Trustee to a Holder of Definitive Notes for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07. (b) All reductions in the Note Principal Balance of a Note (or one or more Predecessor Notes) effected by payments of installments of principal made on any Distribution Date shall be binding upon all Holders of such Note and interest of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note (including the Redemption Price of any Note called for optional redemption, if such optional redemption will result in payment of the entire unpaid Note Principal Balance of such Note) shall be payable only upon presentation and surrender thereof on or after the Distribution Date therefor at the Corporate Trust Office of the Indenture Trustee located within the United States of America pursuant to Section 3.02. Whenever the Indenture Trustee expects that the entire unpaid Note Principal Balance of any Note will be paid. Such notice shall be mailed or transmitted by facsimile not less become due and payable on the next Distribution Date, other than 15 nor more pursuant to a redemption pursuant to Article X, it shall, no later than 30 days two (2) Business Days prior to such final Payment Distribution Date, shall specify telecopy or hand deliver to each Person in whose name a Note to be so retired is registered at the close of business on such otherwise applicable Record Date a notice to the effect that: (i) the Indenture Trustee expects that funds sufficient to pay such final installment will be available in the related Distribution Account on such Distribution Date; and (ii) if such funds are available, (A) such final installment will be payable on such Distribution Date, but only upon presentation and surrender of such Note at the office or agency of the Note Registrar maintained for such purpose pursuant to Section 3.02 (the address of which shall be set forth in such notice) and (B) no interest shall specify the place where accrue on such Note may be presented and surrendered for payment after such Distribution Date. A copy of such installmentform of notice shall be sent to the Note Insurer by the Indenture Trustee. Notices in connection with redemptions of Notes shall be mailed to Noteholders in accordance with Section 10.02 hereof. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section 2.08, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such tax other Note. Any checks mailed pursuant to subsection (a) of this Section 2.08 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. The Issuer will instruct Section 3.03 hereof. (d) Each (i) Indenture Trustee's Remittance Report, prepared by the Indenture Trustee, based solely on the Servicer Remittance Report delivered to the Indenture Trustee pursuant to the Sale and Servicing Agreement, and (ii) each report regarding the imposition Mortgage Loans delivered to the Indenture Trustee by the Servicer pursuant to Section 5.16(b) of the Sale and Servicing Agreement, shall be delivered by the Indenture Trustee to the Note Insurer, the Rating Agencies, the Servicer, the Owner Trustee, the Depositor and each Noteholder as the statements required pursuant to Section 8.06 hereof. Neither the Indenture Trustee nor the Collateral Agent shall have any responsibility to recalculate, verify or recompute information contained in any such withholding tax andtape, upon receiving electronic data file or disk or any such instructionServicer Remittance Report except to the extent necessary to satisfy all obligations under this Section 2.08(d). Within ninety (90) days after the end of each calendar year, the Indenture Trustee is hereby authorized will be required to furnish to each Person who at any time during the calendar year was a Noteholder, if requested in writing by such person, a statement containing the information set forth in subclauses (a), (b) and directed (c) in the definition of "Indenture Trustee's Remittance Report," aggregated for such calendar year or the applicable portion thereof during which such person was a Noteholder. Such obligation will be deemed to retain from amounts otherwise distributable have been satisfied to the Noteholders sufficient funds for extent that substantially comparable information is provided pursuant to any requirements of the payment of any tax that is legally owed by the Trust Code as are from time to time in force. From time to time (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Personno more than once per calendar month), upon the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In written request of the event that any Noteholder wishes to apply for a refund of any such withholding taxDepositor, the Servicer or the Note Insurer, the Indenture Trustee shall reasonably cooperate with report to the Noteholder Depositor, the Servicer and the Note Insurer the amount then held in making such claim so long as the Noteholder agrees to reimburse each Account (including investment earnings accrued) held by the Indenture Trustee for and the identity of the investments included therein. From time to time, at the request of the Note Insurer, the Indenture Trustee shall report to the Note Insurer with respect to the actual knowledge of a Responsible Officer, without independent investigation, of any out-of-pocket expenses incurredbreach of any of the representations or warranties relating to individual Mortgage Loans set forth in Section 3.03 of the Loan Sale Agreement. The Indenture Trustee shall also provide the Note Insurer such other information within its control as may be reasonably requested by it.

Payments of Principal and Interest. Promptly, after receipt of any Tier 2 Net Proceeds by AAC and provided that the Initial Call Date has occurred, AAC shall be obliged to redeem the Tier 2 Notes with such Tier 2 Net Proceeds. Non-cash Tier 2 Net Proceeds are deemed to be received after the receipt of a third party appraisal as to the fair market of the non-cash Tier 2 Net Proceeds. In addition, in the event that a payment (other than payments in connection with closing of the Rehabilitation Exit Transactions) is made on the GA SSNs (a “SSN Payment Date”) and provided that the Initial Call Date (as defined below) has occurred, AAC shall be obliged to redeem the Tier 2 Notes in an amount (the “SSN Payment”) equal to (a) The Class A-1 the then outstanding accrued and unpaid interest and principal balance of the Tier 2 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for multiplied by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each the Surplus Note shall be payable Distribution Percentage, (as defined below) and by applying such proceeds to redeem the Tier 2 Notes in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject an amount equal to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment maximum amount of principal of that can be repaid with such SSN Payment, along with accrued and unpaid interest on such Note will Tier 2 Notes to, but not including, the redemption date for such Tier 2 Notes. For the avoidance of doubt, it is contemplated that there can be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to multiple such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. distributions (c) In in the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) multiple regulator approved payments to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (cGA SSNs). In the event of a SSN Payment Date prior to the scheduled maturity of GA SSNs that any Noteholder wishes includes a principal payment on such GA SSNs, occurring prior to apply for the one year anniversary of a refund payment of any principal on the Tier 2 Notes (a “Recent Principal Payment”) and provided that the Initial Call Date has occurred, in lieu of making a SSN Payment as calculated in the prior paragraph, AAC shall be obliged to make a SSN Payment equal to: (a) the outstanding accrued and unpaid interest and principal balance of the Tier 2 Notes immediately prior to the Recent Principal Payment, multiplied by (b) the Surplus Note Distribution Percentage, (as defined below) and by applying such withholding taxproceeds to redeem the Tier 2 Notes in an amount equal to the maximum amount of principal that can be repaid with such SSN Payment, along with accrued and unpaid interest on such Tier 2 Notes to, but not including, the Indenture Trustee shall reasonably cooperate with redemption date for such Tier 2 Notes. For the Noteholder avoidance of doubt, it is contemplated that there can be multiple such distributions (in making such claim so long as the Noteholder agrees event of multiple regulator approved payments to reimburse the Indenture Trustee for GA SSNs). At the maturity date, or on any outdate on which the Tier 2 Notes are to be redeemed in whole, AAC will make a payment of the then outstanding interest and principal balance of the Tier 2 Notes, in full. On any date on which the Tier 2 Notes are to be redeemed in part, AAC will make a payment of the interest and principal outstanding on the Tier 2 Notes to be redeemed and any applicable make-of-pocket expenses incurredwhole premium.

Payments of Principal and Interest. (a) The Class A-1 Notes1.01 For value received, the Class A-2 Notesundersigned, Tri-S Security Corporation, a corporation organized under the laws of the State of Georgia (hereinafter referred to as “Maker”), hereby promises to pay to the order of [ ] (“Payee”), at any location Payee shall reasonably determine, the Class A-3 Notesprincipal sum of [ ] ($ ) except as may be adjusted in accordance with the terms hereof, plus simple interest on the Class A-4 Notes unpaid principal amount hereof at the rate of seven (7.0%) percent per annum, all according to the terms hereof, and with all such payments being payable in cash, check, wire transfer or other form reasonably acceptable to Payee in lawful money of the United States of America. This Amended and Restated Promissory Note (the “Note”) amends and restates in its entirety that certain Promissory Note in principal amount of [ ] ($ ) dated February 24, 2004 made by Maker in favor of Payee (the “Original Note”). 1.02 Maker shall pay the obligation hereunder by tendering a single payment on December 31, 2004 of the full amount of principal due hereunder and all interest at the rate set forth above accrued thereon since February 24, 2004. 1.03 Maker may prepay any or all portion of the outstanding balance hereof without penalty prior to December 31, 2004, and Payee shall apply all such prepayments hereunder first to principal, then to any interest or other amount hereunder. 1.04 Notwithstanding the stated principal amount hereof, Maker may offset against and reduce the principal amount of this Note by an amount equal to the amount of any indemnification obligation as allowed in Article 6 of the Stock Purchase Agreement dated as of February 23, 2004 by and among Maker and the Class B Notes Selling Shareholders, as amended (the “Stock Purchase Agreement”). Such items are referred to herein as “Indemnification Obligations”. 1.05 Upon Maker’s receipt of any claim or xxxx for any cost or expense that would give rise to an Indemnification Obligation, Maker shall accrue inform the Payee by the method(s) provided in the Stock Purchase Agreement for providing notices. 1.06 Maker may deduct from the principal amount of this Note an amount equal to the amount stated in Maker’s notice, subject to the amount deducted being added back to the principal amount of the Note if the amount that Maker actually incurs that is subject to the Indemnification Obligation is less than the amount previously deducted from the principal amount of this Note. If an amount is deducted from the principal amount of this Note and is later added back to the principal amount of the Note, Maker shall be liable also for interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 rate of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer seven percent (7%) per annum on the applicable Payment Date shall be paid to the Person in whose name amount of such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by deducted and re-added amount, as if such Personamount had never been deducted. (b) The principal 1.07 Repayment of each this Note shall be payable in installments on each Payment Date pursuant subject to Section 5.06 any Subordination Agreement agreed upon by Maker and Payee. 1.08 Notwithstanding the foregoing, this Note is an amendment and restatement of the Sale Original Note, and Servicing Agreement and as such, is subject to the availability provisions of funds thereforall agreements entered into by the parties subsequent to the execution of the Original Note, including that “Amendment” to the Stock Purchase Agreement entered into by Maker and Payee dated February 26, 2004 and that certain Letter Agreement between Maker and Xxxxxxx Xxxxxxxx dated March 11, 2004 (collectively, the “Subsequent Documents”). All principal payments on each Class of Notes This Note shall be made pro rata subject to any right or defense of the Noteholders of such Class entitled thereto. In accordance with Section 10.01Payee or Maker arising from the Subsequent Documents, the Indenture Trustee and this Note shall notify the Person in whose name not constitute a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment waiver of any tax that is legally owed by right or defense of Payee or Maker under the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurredSubsequent Documents.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment instalment of interest or principal payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the Record Date for such Payment Date by check mailed to such Person's address as it appears in the Note Register on such Record Date, except that with respect to a Note registered in the name of the nominee of a clearing agency (initially, such nominee to be Cede & Co.) payments will be made by wire transfer in immediately available funds to the account designated by such Personnominee in writing at least two Business Days prior to such Payment Date and except for the final instalment of principal payable with respect to such Note (or the Redemption Price for any Note called for redemption), which shall be payable as provided in subsection (b) of this Section 2.09. (b) All reductions in the principal amount of a Note (or one or more Predecessor Notes) effected by means of an allocation of the Realized Loss Amount or by payments of instalments of principal made on any Payment Date shall be binding upon all Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final instalment of principal of each Note (including the Redemption Price of any Note called for redemption pursuant to Section 10.01) shall be payable in installments only upon presentation and surrender thereof on each or after the Payment Date pursuant to Section 5.06 or Redemption Date therefor at the Corporate Trust Office or at the office or agency of the Sale Issuer maintained by it for such purpose set forth in Section 3.02. Whenever, on the basis of Remittances on the Mortgage Assets received and Servicing Agreement and subject expected to be received during the availability of funds therefor. All principal payments related Collection Periods or on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01related Payment Date, as applicable, the Indenture Trustee shall notify Issuer expects that the entire remaining unpaid principal amount of the Notes will become due and payable on the next Payment Date, it shall, no later than five days prior to such Payment Date, mail or cause to be mailed to each Person in whose name a Note to be so retired is registered at the close of business on the Record Date preceding the that would otherwise be applicable to such Payment Date on which a notice to the effect that: (i) the Issuer expects that funds sufficient to pay such final installment of principal of and interest instalment will be available in the Collection Account on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that and (ii) if such funds are available, (A) such final installment instalment will be payable on such Payment Date, but only upon presentation and surrender of such Note at the Corporate Trust Office or at the office or agency of the Issuer maintained for such purpose pursuant to Section 3.02 (the addresses of which shall be set forth in such notice), and (B) no interest shall specify the place where accrue on such Note may after such Payment Date. Notices in connection with redemptions of Notes shall contain the information set forth in, and be presented and surrendered for payment of such installmentmailed in accordance with, Section 10.02. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such tax other Note. Any checks mailed pursuant to subsection (a) or (b) of this Section 2.09 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust Section 3.03. (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding taxd) Not later than each Debt Service Requirement Determination Date, the Indenture Trustee shall reasonably cooperate prepare and deliver to the Issuer a statement with respect to the following Payment Date (a "Payment Date Statement") setting forth: (i) the amount of Issuer Expenses paid or due to be paid in respect of the related Collection Period; (ii) the amount of the Available Funds for such Payment Date; (iii) the amount of interest then due and payable on the Notes then Outstanding (stated separately as to each Class); (iv) the Optimal Principal Amount for each Class for such Payment Date; (v) whether the Available Funds for such Payment Date will be sufficient to pay on such Payment Date all amounts specified in clause (iii) and, if not, the percentages of such amount which may be paid in accordance with the Noteholder priorities set forth in making Section 8.02(b) from the amounts expected to be available in the Collection Account; (vi) the Class Interest Shortfall (stated separately as to each Class); (vii) the amounts included in such claim so long statement pursuant to clauses (iii) and (iv), expressed in each case per Individual Note, to be paid on such Payment Date; (viii) the amount, if any, to be released to the Issuer pursuant to clause twenty-second of Section 8.02(b); (ix) the total Realized Loss Amount for such Payment Date and the amount allocated to each Class of Notes; (x) the unpaid principal amount of each Class of Notes which will remain after giving effect to the payments to be made on such Payment Date expressed both on an aggregate basis and per Individual Note; (xi) the Principal Balance as of the Noteholder agrees end of the related Collection Period of Mortgage Assets with respect to reimburse which there is a material breach of any representation or warranty made in Section 3.11 or as to which there is a material defect in the Indenture Trustee for any out-of-pocket expenses incurred.related Mortgage Asset Documents in accordance with Section 3.12(b);

Payments of Principal and Interest. (a) The Class A-1 NotesInterest - Annual interest payments will be due on June 30 of each year, and shall continue until the unpaid principal balance of this Note is paid in full. Borrower also has the option in the Investment Subscription Agreement to receive interest each year annually, or accrue interest and receive all payments of interest at Maturity Date. If Borrower elects to reinvest accrued interest, the Class A-2 Notesinterest will be compounded annually and added to the principal balance of the Note on June 30 of each year. Principal - At Lender’s election, Xxxxxxxx will either pay Lender its principal at Maturity Date, or may delay repayment of principal until all Community Investment Notes have been fully repaid (see below). All unpaid principal balance of this Note due and owing to Lender, as it may be adjusted in the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectivelymanner set forth below, and together with any accrued but unpaid interest, will be due and payable within 60 days following Maturity Date. The Maturity Date is June 30, 2023, but may, at Borrower’s option, be automatically extended for an additional five (5) year term such interest shall be payable that the new Maturity Date is on each related Payment Date as specified in such Notes, pursuant to Section 5.06 the fifth anniversary of the Sale previous Maturity Date, unless Xxxxxx gives notice to Borrower not more than 180 days and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to the next Maturity Date that Lender does not wish to extend the Maturity Date. To the extent such final payment exceeds the amount of accrued interest owed to Investor as of each Payment Date, shall specify that such final installment the excess payment will be payable only upon presentation deemed a repayment of principal and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall will reduce the amount otherwise distributable principal balance due under this Note. Each payment to Lender will be accompanied by a statement summarizing payments since the Noteholders in accordance with this Sectionprevious Payment Date and indicating how each payment is calculated and how it is allocated between principal and interest. The Issuer Borrower will instruct have the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized ability to have all unpaid principal and directed interest become a donation to retain from amounts otherwise distributable TechSoup. If Borrower elects to the Noteholders sufficient funds for the payment of have any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, unpaid interest and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be principal treated as cash distributed a donation to TechSoup, TechSoup will provide Borrower with appropriate documentation regarding such a donation. Notwithstanding any other provision contained herein, Borrower shall have the Noteholders right to prepay any or all of the principal and outstanding interest owed hereunder at the any time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurredwithout penalty or premium.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that Notes of any Series which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the Record Date for such Payment Date by either (i) check mailed to such Person's address as it appears in the Note Register on such Record Date, or (ii) wire transfer in immediately available funds to the account designated by of such PersonNoteholders at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided the Note Registrar appropriate written instructions (which may be standing instructions) at least five business days prior to such Payment Date; provided, however, the final installment of principal payable with respect to such Note shall be payable as provided in subsection (b) of this Section 2.9. (b) All reductions in the principal amount of a Note (or one or more Predecessor Notes) effected by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted in such Note. The final installment of principal of each Note shall be payable only upon presentation and surrender thereof on or after the Payment Date therefor to the Indenture Trustee. (c) The principal of each Note Class of Notes shall be payable in installments on each Payment Date pursuant to Section 5.06 as provided in the applicable Terms Supplement. Notwithstanding the foregoing, the entire unpaid principal amount of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing, if either the Indenture Trustee or the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile Directing Notes representing not less than 15 nor more than 30 days prior a majority of the Outstanding Amount of Directing Notes have declared the Notes to such final Payment Date, shall specify that such final installment will be immediately due and payable only upon presentation and surrender of such Note and shall specify in the place where such Note may be presented and surrendered for payment of such installmentmanner provided in Section 5. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the Record Date for such Payment Date by check mailed to such Person's address as it appears in the Note Register on such Record Date, except that with respect to a Note registered in the name of the nominee of a clearing agency (initially, such nominee to be Cede & Co.) payments will be made by wire transfer in immediately available funds to the account designated by such Personnominee in writing at least two Business Days prior to such Payment Date and except for the final installment of principal payable with respect to such Note (or the Redemption Price for any Note called for redemption), which shall be payable as provided in subsection (b) of this Section 2.09. (b) All reductions in the principal amount of a Note (or one or more Predecessor Notes) effected by means of an allocation of the Realized Loss Amount or by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note (including the Redemption Price of any Note called for redemption pursuant to Section 10.01) shall be payable in installments only upon presentation and surrender thereof on each or after the Payment Date pursuant to Section 5.06 or Redemption Date therefor at the Corporate Trust Office or at the office or agency of the Sale Issuer maintained by it for such purpose set forth in Section 3.02. Whenever, on the basis of Remittances on the Accounts received and Servicing Agreement and subject expected to be received during the availability of funds therefor. All principal payments related Due Periods or on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01related Payment Date, as applicable, the Indenture Trustee shall notify Issuer expects that the entire remaining unpaid principal amount of the Notes will become due and payable on the next Principal Payment Date, it shall, no later than ten days prior to such Principal Payment Date, mail or cause to be mailed to each Person in whose name a Note to be so retired is registered at the close of business on the Record Date preceding the that would otherwise be applicable to such Principal Payment Date on which a notice to the effect that: (i) the Issuer expects that funds sufficient to pay such final installment of principal of and interest will be available in the Collection Account on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Principal Payment Date, shall specify that and (ii) if such funds are available, (A) such final installment will be payable on such Payment Date, but only upon presentation and surrender of such Note at the Corporate Trust Office or at the office or agency of the Issuer maintained for such purpose pursuant to Section 3.02 (the addresses of which shall be set forth in such notice), and (B) no interest shall specify the place where accrue on such Note may after such Principal Payment Date. Notices in connection with redemptions of Notes shall contain the information set forth in, and be presented and surrendered for payment of such installmentmailed in accordance with, Section 10.02. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such tax other Note. Any checks mailed pursuant to subsection (a) of this Section 2.09 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instructionSection 3.03. (d) Not later than each Debt Service Requirement Determination Date, the Indenture Trustee is hereby authorized shall prepare and directed to retain from amounts otherwise distributable deliver to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed Issuer a statement with respect to the Noteholders shall following Payment Date (a "Payment Date Statement") setting forth: (i) the amount of Issuer Expenses paid or due to be treated paid in respect of the related Due Period; (ii) the amount of the Available Funds for such Payment Date; (iii) the amount of interest then due and payable on the Notes then Outstanding (stated separately as cash distributed to each Class); (iv) the Optimal Principal Amount for each Class; (v) whether the Available Funds for such Payment Date will be sufficient to pay on such Payment Date all amounts specified in clause (iii) and, if not, the percentages of such amount which may be paid in accordance with the priorities set forth in Section 8.02(c) from the amounts expected to be available in the Collection Account; (vi) the Class Interest Shortfall (stated separately as to each Class); (vii) the Collateral Deficiency Amount, if any; (viii) the amounts included in such statement pursuant to clauses (iii) and (iv), expressed in each case per Individual Note, to be paid on such Payment Date; (ix) the amount, if any, to be released to the Noteholders at Issuer pursuant to clause TWENTY-FIRST of Section 8.02(c); (x) the time it is withheld by total Realized Loss Amount and amount allocated to each Class of Notes and interest thereon; (xi) the Trust and remitted unpaid principal amount of each Class of Notes which will remain after giving effect to the appropriate taxing authority. If payments to be made on such Payment Date expressed both on an aggregate basis and per Individual Note; (xii) the Cumulative Actual Net Economic Losses as of the end of the related Due Period; (xiii) the Economic Balance as of the end of the related Due Period of Accounts with respect to which there is a possibility that withholding tax material breach of any representation or warranty made in Section 3.11 or as to which there is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), material defect in the Indenture Trustee may in its sole discretion withhold such amounts related Account Documents in accordance with this paragraph Section 3.12(b); (c)xiv) the Minimum Target Overcollateralization Amount; (xv) cumulative unreimbursed Realized Loss Amounts; and (xvi) the Servicing Fee to be paid on such Payment Date. In Each Payment Date Statement shall be delivered by the event that any Noteholder wishes Trustee to apply for a refund the Issuer, each designee of any such withholding taxthe Issuer specified in writing to the Trustee, Xxxxxx Brothers Inc., S&P, the Indenture Trustee shall reasonably cooperate with firm of Independent Accountants appointed by the Noteholder in making such claim so long as Issuer pursuant to Section 8.07(a) and, upon request, to the Noteholder agrees to reimburse beneficial owners of the Indenture Trustee for any out-of-pocket expenses incurredNotes.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Payments on Notes and the Class B issued as Book-Entry Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall will be payable made by or on each related Payment Date as specified in such Notes, pursuant to Section 5.06 behalf of the Sale and Servicing Agreement and Section 3.01 hereofIndenture Trustee to the Clearing Agency or its nominee. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date Definitive Notes shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the for such Payment Date by either (i) check mailed to such Person's address as it appears in the Note Register on which such Record Date, or (ii) by wire transfer of immediately available funds to the account of a Noteholder, if such Noteholder (A) is the registered holder of Definitive Notes having an initial principal amount of at least $1,000,000 and (B) has provided the Indenture Trustee with wiring instructions in writing by five Business Days prior to the related Record Date or has provided the Indenture Trustee with such instructions for any previous Payment Date, except for the final installment of principal payable with respect to such Note (or the Redemption Price for any Note called for redemption, if such redemption will result in payment of the then entire unpaid principal amount of such Note), which shall be payable as provided in subsection (b) below of this Section 2.08. A fee may be charged by the Indenture Trustee to a Noteholder of Definitive Notes for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for by the Issuer shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07. (b) All reductions in the principal amount of a Note (or one or more Predecessor Notes) effected by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Note and interest of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note (including the Redemption Price of any Note called for optional redemption, if such optional redemption will result in payment of the entire unpaid principal amount of such Note) shall be payable only upon presentation and surrender thereof on or after the Payment Date therefor at the Indenture Trustee's presenting office located within the United States of America pursuant to Section 3.02. Whenever the Indenture Trustee expects that the entire remaining unpaid principal amount of any Note will be paid. Such notice shall be mailed or transmitted by facsimile not less become due and payable on the next Payment Date other than 15 nor more pursuant to a redemption pursuant to Article X, it shall, no later than 30 two days prior to such final Payment Date, shall specify telecopy or hand deliver to each Person in whose name a Note to be so retired is registered at the close of business on such otherwise applicable Record Date a notice to the effect that: (i) the Indenture Trustee expects that funds sufficient to pay such final installment will be available in the Note Payment Account on such Payment Date; and (ii) if such funds are available, (A) such final installment will be payable on such Payment Date, but only upon presentation and surrender of such Note at the office or agency of the Note Registrar maintained for such purpose pursuant to Section 3.02 (the address of which shall be set forth in such notice) and (B) no interest shall specify the place where accrue on such Note may be presented and surrendered for payment after such Payment Date. A copy of such installmentform of notice shall be sent to the Note Insurer by the Indenture Trustee. Notices in connection with redemptions of Notes shall be mailed to Noteholders in accordance with Section 10.02. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such tax other Note. Any checks mailed pursuant to subsection (a) of this Section 2.08 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. The Issuer will instruct Section 3.03. (d) Each Payment Date Statement, prepared by the Indenture Trustee regarding based on the imposition payment date statement delivered to the Indenture Trustee by the Master Servicer pursuant to Section 2(h) of the Master Servicing Agreement, shall be delivered by the Indenture Trustee to the Note Insurer, the Rating Agencies, the Owner Trustee, the Underwriters and each Noteholder as the statement required pursuant to Section 8.06. Neither the Indenture Trustee nor the Paying Agent shall have any responsibility to recalculate, verify or recompute information contained in any such withholding tax andtape, upon receiving electronic data file or disk or any such instructionpayment date statement delivered by the Master Servicer except to the extent necessary to satisfy all obligations under this Section 2.08(d). Within 90 days after the end of each calendar year, the Indenture Trustee is hereby authorized will be required to furnish to each person who at any time during the calendar year was a Noteholder, if requested in writing by such person, a statement containing the information set forth in subclauses (i) and directed (ii) of Payment Date Statement, aggregated for such calendar year or the applicable portion thereof during which such person was a Noteholder. Such obligation will be deemed to retain from amounts otherwise distributable have been satisfied to the Noteholders sufficient funds for the payment of any tax extent that substantially comparable information is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect provided pursuant to any distribution (such requirements of the Code as any distribution are from time to a Non-U.S. Person), the Indenture Trustee may time in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurredforce.

Payments of Principal and Interest. (ai) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B A-3 Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B A-3 Rate, respectively, and such interest shall be payable on each related Payment Distribution Date as specified in such Notestherein, pursuant to Section 5.06 5.05 of the Sale and Servicing Agreement and subject to the availability of funds therefor and to Section 3.01 hereof3.01. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such Personnominee and except for the final installment of principal payable with respect to such Note on a Distribution Date or on the applicable Final Scheduled Distribution Date, which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (bii) The principal of each Note shall be payable in installments on each Payment Distribution Date pursuant to Section 5.06 5.05 of the Sale and Servicing Agreement and subject to Agreement. Notwithstanding the availability foregoing, the entire unpaid principal amount of funds therefor. All principal payments on each Class of the Notes shall be made pro rata to due and payable, if not previously paid, on the Noteholders date on which an Event of such Class entitled thereto. In accordance with Section 10.01Default shall have occurred and be continuing, if the Indenture Trustee shall notify or the Person in whose name a Note is registered at the close Holders of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile Notes representing not less than 15 nor more than 30 days prior a majority of the Outstanding Amount of the Notes have declared the Notes to such final Payment Date, shall specify that such final installment will be immediately due and payable only upon presentation and surrender of such Note and shall specify in the place where such Note may be presented and surrendered for payment of such installmentmanner provided in Section 5. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Payments on Notes and the Class B issued as Book-Entry Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall will be payable made by or on each related Payment Date as specified in such Notes, pursuant to Section 5.06 behalf of the Sale and Servicing Agreement and Section 3.01 hereofIndenture Trustee to the Clearing Agency or its nominee. Any installment of interest or principal payable on any Note Definitive Notes that is punctually paid or duly provided for by the Issuer Trust on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the for such Class of Notes and such Payment Date by either (i) check mailed to such Person's address as it appears in the Note Register on which such Record Date, or (ii) by wire transfer of immediately available funds to the account of a Noteholder, if such Noteholder (A) is the registered holder of Definitive Notes having an initial principal amount of at least $1,000,000 and (B) has provided the Indenture Trustee with wiring instructions in writing by five (5) Business Days prior to the related Record Date or has provided the Indenture Trustee with such instructions for any previous Payment Date, except for the final installment of principal payable with respect to such Note, which shall be payable as provided in subsection (b) of this Section 2.08. A fee may be charged by the Indenture Trustee to a Holder of Definitive Notes for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07. (b) All reductions in the Note Principal Balance of a Note (or one or more Predecessor Notes) effected by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Note and interest of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note shall be payable only upon presentation and surrender thereof on or after the Payment Date therefor at the Corporate Trust Office of the Indenture Trustee located within the United States of America pursuant to Section 3.02. Whenever the Indenture Trustee expects that the entire unpaid Note Principal Balance of any Note will be paid. Such notice shall be mailed or transmitted by facsimile not less become due and payable on the next Payment Date, other than 15 nor more pursuant to a redemption pursuant to Article X, it shall, no later than 30 days two (2) Business Days prior to such final Payment Date, shall specify telecopy or hand deliver to each Person in whose name a Note to be so retired is registered at the close of business on such otherwise applicable Record Date a notice to the effect that: (i) the Indenture Trustee expects that funds sufficient to pay such final installment will be available in the related Payment Account on such Payment Date; and (ii) if such funds are available, (A) such final installment will be payable on such Payment Date, but only upon presentation and surrender of such Note at the office or agency of the Note Registrar maintained for such purpose pursuant to Section 3.02 (the address of which shall be set forth in such notice) and (B) no interest shall specify the place where accrue on such Note may be presented and surrendered for payment after such Payment Date. A copy of such installmentform of notice shall be sent to the Note Insurer by the Indenture Trustee. Notices in connection with redemptions of Notes shall be mailed to Noteholders in accordance with Section 10.02 hereof. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section 2.08, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such tax other Note. Any checks mailed pursuant to subsection (a) of this Section 2.08 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. The Issuer will instruct Section 3.03 hereof. (d) Each (i) Noteholder Statement, shall be prepared by the Servicer based on the Servicer calculations of the loan level data provided in the Servicer Remittance Report delivered to the Indenture Trustee regarding pursuant to the imposition Sale and Servicing Agreement, and (ii) the Servicer Remittance Report shall be delivered by the Indenture Trustee to the Note Insurer, the Rating Agencies, the Owner Trustee, the Depositor and each Noteholder as the statements required pursuant to Section 8.06 hereof. Neither the Indenture Trustee nor the Collateral Agent shall have any responsibility to recalculate, verify or recompute information contained in any such tape, electronic data file or disk or any such Servicer Remittance Report except to the extent necessary to satisfy all obligations under this Section 2.08(d). Within ninety (90) days after the end of such withholding tax and, upon receiving such instructioneach calendar year, the Indenture Trustee is hereby authorized will be required to furnish to each Person who at any time during the calendar year was a Noteholder, if requested in writing by such person, a statement containing the information set forth in subclauses (a), (b) and directed (c) in the definition of "Noteholder Statement," aggregated for such calendar year or the applicable portion thereof during which such person was a Noteholder. Such obligation will be deemed to retain from amounts otherwise distributable have been satisfied to the Noteholders sufficient funds for extent that substantially comparable information is provided pursuant to any requirements of the payment of any tax that is legally owed by the Trust Code as are from time to time in force. From time to time (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Personno more than once per calendar month), upon the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In written request of the event that any Noteholder wishes to apply for a refund of any such withholding taxDepositor, the Servicer or the Note Insurer, the Indenture Trustee shall reasonably cooperate with report to the Noteholder Depositor, the Servicer and the Note Insurer the amount then held in making such claim so long as the Noteholder agrees to reimburse each Account (including investment earnings accrued) held by the Indenture Trustee for and the identity of the investments included therein. From time to time, at the request of the Note Insurer, the Indenture Trustee shall report to the Note Insurer with respect to the actual knowledge of a Responsible Officer, without independent investigation, of any out-of-pocket expenses incurredbreach of any of the representations or warranties relating to individual Mortgage Loans set forth in Section 3.03 of the Unaffiliated Seller's Agreement. The Indenture Trustee shall also provide the Note Insurer such other information within its control as may be reasonably requested by it.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Payments on Notes and the Class B issued as Book-Entry Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall will be payable made by or on each related Payment Date as specified in such Notes, pursuant to Section 5.06 behalf of the Sale and Servicing Agreement and Section 3.01 hereofIndenture Trustee to the Clearing Agency or its nominee. Any installment of interest or principal payable on any Note Definitive Notes that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the for such Payment Date by either (i) check mailed to such Person’s address as it appears in the Note Register on which such Record Date, or (ii) by wire transfer of immediately available funds to the account of a Noteholder, if such Noteholder (A) is the registered holder of Definitive Notes having an initial principal amount of at least $1,000,000 and (B) has provided the Indenture Trustee with wiring instructions in writing by five Business Days prior to the related Record Date or has provided the Indenture Trustee with such instructions for any previous Payment Date, except for the final installment of principal payable with respect to such Note (or the Redemption Price for any Note called for redemption, if such redemption will result in payment of the then entire unpaid principal amount of such Note), which shall be payable as provided in subsection (b) below of this Section 2.08. A fee may be charged by the Indenture Trustee to a Noteholder of Definitive Notes for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07. (b) All reductions in the principal amount of a Note (or one or more Predecessor Notes) effected by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Note and interest of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note (including the Redemption Price of any Note called for optional redemption, if such optional redemption will result in payment of the entire unpaid principal amount of such Note) shall be payable only upon presentation and surrender thereof on or after the Payment Date therefor at the Indenture Trustee’s presenting office located within the United States of America pursuant to Section 3.02. Whenever the Indenture Trustee expects that the entire remaining unpaid principal amount of any Note will be paid. Such notice shall be mailed or transmitted by facsimile not less become due and payable on the next Payment Date other than 15 nor more pursuant to a redemption pursuant to Article X, it shall, no later than 30 two days prior to such final Payment Date, shall specify telecopy or hand deliver to each Person in whose name a Note to be so retired is registered at the close of business on such otherwise applicable Record Date a notice to the effect that: (i) the Indenture Trustee expects that funds sufficient to pay such final installment will be available in the Note Account on such Payment Date; and (ii) if such funds are available, (A) such final installment will be payable on such Payment Date, but only upon presentation and surrender of such Note at the office or agency of the Note Registrar maintained for such purpose pursuant to Section 3.02 (the address of which shall be set forth in such notice) and (B) no interest shall specify the place where accrue on such Note may be presented and surrendered for payment after such Payment Date. A copy of such installmentform of notice shall be sent to the Note Insurer by the Indenture Trustee. Notices in connection with redemptions of Notes shall be mailed to Noteholders in accordance with Section 10.02. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such tax other Note. Any checks mailed pursuant to subsection (a) of this Section 2.08 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. The Issuer will instruct Section 3.03. (d) Each Payment Date Statement, prepared by the Indenture Trustee regarding based on the imposition Servicer Remittance Report delivered to the Indenture Trustee pursuant to the Servicing Agreement, shall be made available via the Indenture Trustee’s internet website and its fax-on-demand service to the Note Insurer, the Rating Agencies, the Owner Trustee, the Underwriters (as defined in the Insurance Agreement) and each Noteholder as the statement required pursuant to Section 8.06. Noteholders that are unable to use the above distribution options are entitled to have a paper copy mailed to them via first class mail by calling the customer service desk at and indicating such. Neither the Indenture Trustee nor the Paying Agent shall have any responsibility to recalculate, verify or recompute information contained in any such tape, electronic data file or disk or any such Servicer Remittance Report except to the extent necessary to satisfy all obligations under this Section 2.08(d) and under Article III of such withholding tax and, upon receiving such instructionthe Servicing Agreement. Within 90 days after the end of each calendar year, the Indenture Trustee is hereby authorized will be required to furnish to each person who at any time during the calendar year was a Noteholder, if requested in writing by such person, a statement containing the information set forth in subclauses (i) and directed (ii) in the definition of “Payment Date Statement,” aggregated for such calendar year or the applicable portion thereof during which such person was a Noteholder. Such obligation will be deemed to retain from amounts otherwise distributable have been satisfied to the Noteholders sufficient funds for the payment of any tax extent that substantially comparable information is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect provided pursuant to any distribution (such requirements of the Code as any distribution are from time to a Non-U.S. Person), the Indenture Trustee may time in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurredforce.

Payments of Principal and Interest. (a) The Class A-1 NotesCommencing with the Fiscal Quarter (as hereinafter defined) ending January 31, 2006, within forty-five (45) days following the Class A-2 Notesend of each Fiscal Quarter (provided, however, that, if such Fiscal Quarter is the Class A-3 Noteslast Fiscal Quarter of a Fiscal Year (as hereinafter defined), such payment shall not be due until ninety (90) days following the Class A-4 Notes and end of such Fiscal Quarter), Obligor will pay Holder all interest accrued but unpaid through the Class B Notes shall accrue interest during each Interest Period at end of such Fiscal Quarter; provided, however, that, (a) if the Class A-1 Rateamount of the Purchase Price is determined by arbitration as contemplated by Section 11.14 of the Purchase Agreement and, based upon the Class A-2 Rateamount of the Purchase Price so determined, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, Holder is required pursuant to Section 5.06 7.1 of the Sale Purchase Agreement to return and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such surrender this Note (or one the promissory note in substitution for which this Note has been issued as contemplated by such Section 7.1 (such promissory note, the "PREDECESSOR NOTE")), then the first interest payment due hereunder shall not be payable until ten (10) days following the end of the Fiscal Quarter during which Holder returned and surrendered to Obligor the Predecessor Note and (b) if (notwithstanding the foregoing) any payment of interest has been made to Holder on account of or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds with respect to the account designated by Predecessor Note prior to its return and surrender to Obligor, such Personpayment shall be applied and credited against Obligor's obligations hereunder, and to the extent such payment exceeds the amount of interest payable hereunder, such excess shall be deemed paid and applied against the outstanding principal amount of this Note. (b) The principal of each Note Notwithstanding anything contained herein to the contrary, no interest shall accrue or be payable during or with respect to the Fiscal Quarter ending January 31, 2006 if the Available Cash Flow (as hereinafter defined) for such Fiscal Quarter is less than zero dollars ($0.00) and, if any amount has been paid on or with respect to interest accrued for or during such Fiscal Quarter, such amount shall be payable in installments on each Payment Date pursuant to Section 5.06 deemed paid as a reduction of the Sale and Servicing Agreement and subject outstanding principal amount of this Note. Notwithstanding anything contained herein to the availability of funds therefor. All principal payments contrary, no interest shall accrue or be payable during or with respect to any Fiscal Quarter commencing after January 31, 2006 if the Available Cash Flow for the Fiscal Year that includes such Fiscal Quarter is less than zero dollars ($0.00) and, if any amount has been paid on each Class of Notes or with respect to interest accrued for or during such Fiscal Year, such amount shall be made pro rata to deemed paid as a reduction of the Noteholders outstanding principal amount of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installmentthis Note. (c) In On or prior to April 30, 2006, Obligor shall pay to Holder, to be applied against the event that any withholding tax is imposed on outstanding principal amount of this Note, the Trust’s payment amount (or allocations of income) up to a maximum amount equal to the Noteholdersthen outstanding amount of this Note, such tax shall reduce the amount otherwise distributable to the Noteholders inclusive of accrued but unpaid interest that is not simultaneously therewith being paid in accordance with the foregoing clause (a)), that, when added to the amount that has been paid or that simultaneously therewith is being paid on account of or with respect to interest accrued for the Fiscal Quarter ended January 31, 2006, equals the 129 product of (Y) the Holder's Percentage (as hereinafter defined) times (Z) the Applicable Percentage (as hereinafter defined) of the Available Cash Flow for such Fiscal Quarter. (d) Commencing with the Fiscal Quarter ending April 30, 2006, (i) within forty-five (45) days following the end of the first Fiscal Quarter of each Fiscal Year, Obligor shall pay to Holder, to be applied against the outstanding principal amount of this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instructionNote, the Indenture Trustee is hereby authorized and directed amount (up to retain from amounts otherwise distributable a maximum amount equal to the Noteholders sufficient funds then outstanding amount of this Note, inclusive of accrued but unpaid interest that is not simultaneously therewith being paid in accordance with the foregoing clause (a)), if any, that, when added to the amount that has been paid or that simultaneously therewith is being paid on account of or with respect to interest accrued for such Fiscal Quarter, equals the product of (Y) the Holder's Percentage times (Z) the Applicable Percentage of the Available Cash Flow for such first Fiscal Quarter; (ii) within forty-five (45) days following the end of the second Fiscal Quarter of each Fiscal Year, Obligor shall pay to Holder, to be applied against the outstanding principal amount of this Note, the amount (up to a maximum amount equal to the then outstanding amount of this Note, inclusive of accrued but unpaid interest that is not simultaneously therewith being paid in accordance with the foregoing clause (a)), if any, that, when added to (A) the amount that has been paid or that simultaneously therewith is being paid on account of or with respect to interest accrued for such Fiscal Quarter, (B) the amount that has been paid on account of or with respect to interest accrued for the payment of any tax immediately preceding Fiscal Quarter and (C) the amount that is legally owed has been paid with respect to principal as contemplated by the Trust preceding clause (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed i) with respect to the Noteholders immediately preceding Fiscal Quarter, equals the product of (Y) the Holder's Percentage times (Z) the Applicable Percentage of the Available Cash Flow for the period from the beginning of the then current Fiscal Year through the end of such second Fiscal Quarter; and (iii) within forty-five (45) days following the end of the third Fiscal Quarter of each Fiscal Year, Obligor shall pay to Holder, to be treated as cash distributed applied against the outstanding principal amount of this Note, the amount (up to a maximum amount equal to the Noteholders at then outstanding amount of this Note, inclusive of accrued but unpaid interest that is not simultaneously therewith being paid in accordance with the time it foregoing clause (a)), if any, that, when added to (A) the amount that has been paid or that simultaneously therewith is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable being paid on account of or with respect to any distribution interest accrued for such Fiscal Quarter, (B) the aggregate amount that has been paid on account of or with respect to interest accrued for the two immediately preceding Fiscal Quarters and (C) the aggregate amount that has been paid with respect to principal as contemplated by the preceding clauses 130 (i) and (ii) with respect to the two immediately preceding Fiscal Quarters, equals the product of (Y) the Holder's Percentage times (Z) the Applicable Percentage of the Available Cash Flow for the period from the beginning of the then current Fiscal Year through the end of such as any distribution third Fiscal Quarter. (e) Commencing with the Fiscal Year ending January 31, 2007, within ninety (90) days following the end of each Fiscal Year, Obligor shall pay to Holder, to be applied against the outstanding principal amount of this Note, the amount (up to a Non-U.S. Person)maximum amount equal to the then outstanding principal amount of this Note) that, when added to (i) the aggregate amount paid or simultaneously therewith being paid on account of or with respect to interest accrued for such Fiscal Year (including for any Fiscal Quarter included in such Fiscal Year) and (ii) the aggregate amount that has been paid with respect to principal as contemplated by the preceding clause (c) with respect to the first three Fiscal Quarters of such Fiscal Year, equals the product of (i) the Holder's Percentage times (ii) the Applicable Percentage of the Available Cash Flow for such Fiscal Year. (f) Obligor may, at its option at any time and from time to time, prepay all or any portion of this Note, without premium or penalty. (g) Any payment made on or with respect to this Note shall be applied first to accrued but unpaid interest, with the balance of any payment to be applied in reduction of the outstanding principal amount of this Note, subject, however, to Section 1(b) above. (h) As used herein, the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In following terms shall have the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.following respective meanings:

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall Payments on Bonds issued as Book-Entry Bonds will be payable made by or on each related Payment Date as specified in such Notes, pursuant to Section 5.06 behalf of the Sale and Servicing Agreement and Section 3.01 hereofIndenture Trustee to the Clearing Agency or its nominee. Any installment of interest or principal payable on any Note Definitive Bonds that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note Bond (or one or more Predecessor NotesBonds) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the for such Payment Date by either (i) check mailed to such Person's address as it appears in the Bond Register on which such Record Date, or (ii) by wire transfer of immediately available funds to the account of a Bondholder, if such Bondholder (A) is the registered holder of Definitive Bonds having an initial principal amount of at least $1,000,000 and (B) has provided the Indenture Trustee with wiring instructions in writing by five Business Days prior to the related Record Date or has provided the Indenture Trustee with such instructions for any previous Payment Date, except for the final installment of principal payable with respect to such Bond (or the Redemption Price for any Bond called for redemption, if such redemption will result in payment of the then entire unpaid principal amount of such Bond), which shall be payable as provided in subsection (b) below of this Section 2.08. A fee may be charged by the Indenture Trustee to a Bondholder of Definitive Bonds for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07. (b) All reductions in the principal amount of a Bond (or one or more Predecessor Bonds) effected by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Bond and interest of any Bond issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note will be paidBond. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that such The final installment of principal of each Bond (including the Redemption Price of any Bond called for optional redemption, if such optional redemption will result in payment of the entire unpaid principal amount of such Bond) shall be payable only upon presentation and surrender thereof on or after the Payment Date therefor at the Indenture Trustee's presenting office in the Borough of such Note and shall specify Manhattan, the place where such Note may be presented and surrendered for payment City of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations New York, State of income) New York, pursuant to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this SectionSection 3.02. The Issuer will instruct Whenever the Indenture Trustee regarding expects that the imposition entire remaining unpaid principal amount of any Bond will become due and payable on the next Payment Date other than pursuant to a redemption pursuant to Section 10.02, it shall, no later than two days prior to such withholding tax andPayment Date, upon receiving telecopy or hand deliver to each Person in whose name a Bond to be so retired is registered at the close of business on such instruction, otherwise applicable Record Date a notice to the effect that: (i) the Indenture Trustee is hereby authorized expects that funds sufficient to pay such final installment will be available in the Bond Account on such Payment Date; and (ii) if such funds are available, (A) such final installment will be payable on such Payment Date, but only upon presentation and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment surrender of such tax, if permitted by law, pending Bond at the outcome office or agency of the Bond Registrar maintained for such proceedings). The amount purpose pursuant to Section 3.02 (the address of any withholding tax imposed with respect to the Noteholders which shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust set forth in such notice) and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (B) no interest shall accrue on such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold Bond after such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurredPayment Date.

Payments of Principal and Interest. (a) The Class A-1 NotesCommencing with the Fiscal Quarter (as hereinafter defined) ending January 31, 2006, within forty-five (45) days following the Class A-2 Notesend of each Fiscal Quarter (provided, however, that, if such Fiscal Quarter is the Class A-3 Noteslast Fiscal Quarter of a Fiscal Year (as hereinafter defined), such payment shall not be due until ninety (90) days following the Class A-4 Notes and end of such Fiscal Quarter), Obligor will pay Holder all interest accrued but unpaid through the Class B Notes shall accrue interest during each Interest Period at end of such Fiscal Quarter; provided, however, that, (a) if the Class A-1 Rateamount of the Purchase Price is determined by arbitration as contemplated by Section 11.14 of the Purchase Agreement and, based upon the Class A-2 Rateamount of the Purchase Price so determined, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, Holder is required pursuant to Section 5.06 7.1 of the Sale Purchase Agreement to return and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such surrender this Note (or one the promissory note in substitution for which this Note has been issued as contemplated by such Section 7.1 (such promissory note, the "PREDECESSOR NOTE")), then the first interest payment due hereunder shall not be payable until ten (10) days following the end of the Fiscal Quarter during which Holder returned and surrendered to Obligor the Predecessor Note and (b) if (notwithstanding the foregoing) any payment of interest has been made to Holder on account of or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds with respect to the account designated by Predecessor Note prior to its return and surrender to Obligor, such Personpayment shall be applied and credited against Obligor's obligations hereunder, and to the extent such payment exceeds the amount of interest payable hereunder, such excess shall be deemed paid and applied against the outstanding principal amount of this Note. (b) The principal of each Note Notwithstanding anything contained herein to the contrary, no interest shall accrue or be payable during or with respect to the Fiscal Quarter ending January 31, 2006 if the Available Cash Flow (as hereinafter defined) for such Fiscal Quarter is less than zero dollars ($0.00) and, if any amount has been paid on or with respect to interest accrued for or during such Fiscal Quarter, such amount shall be payable in installments on each Payment Date pursuant to Section 5.06 deemed paid as a reduction of the Sale and Servicing Agreement and subject outstanding principal amount of this Note. Notwithstanding anything contained herein to the availability of funds therefor. All principal payments contrary, no interest shall accrue or be payable during or with respect to any Fiscal Quarter commencing after January 31, 2006 if the Available Cash Flow for the Fiscal Year that includes such Fiscal Quarter is less than zero dollars ($0.00) and, if any amount has been paid on each Class of Notes or with respect to interest accrued for or during such Fiscal Year, such amount shall be made pro rata to deemed paid as a reduction of the Noteholders outstanding principal amount of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installmentthis Note. (c) In On or prior to April 30, 2006, Obligor shall pay to Holder, to be applied against the event that any withholding tax is imposed on outstanding principal amount of this Note, the Trust’s payment amount (or allocations of income) up to a maximum amount equal to the Noteholdersthen outstanding amount of this Note, such tax shall reduce the amount otherwise distributable to the Noteholders inclusive of accrued but unpaid interest that is not simultaneously therewith being paid in accordance with the foregoing clause (a)), that, when added to the amount that has been paid or that simultaneously therewith is being paid on account of or with respect to interest accrued for the Fiscal Quarter ended January 31, 2006, equals the product of (Y) the Holder's Percentage (as hereinafter defined) times (Z) the Applicable Percentage (as hereinafter defined) of the Available Cash Flow for such Fiscal Quarter. 139 (d) Commencing with the Fiscal Quarter ending April 30, 2006, (i) within forty-five (45) days following the end of the first Fiscal Quarter of each Fiscal Year, Obligor shall pay to Holder, to be applied against the outstanding principal amount of this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instructionNote, the Indenture Trustee is hereby authorized and directed amount (up to retain from amounts otherwise distributable a maximum amount equal to the Noteholders sufficient funds then outstanding amount of this Note, inclusive of accrued but unpaid interest that is not simultaneously therewith being paid in accordance with the foregoing clause (a)), if any, that, when added to the amount that has been paid or that simultaneously therewith is being paid on account of or with respect to interest accrued for such Fiscal Quarter, equals the product of (Y) the Holder's Percentage times (Z) the Applicable Percentage of the Available Cash Flow for such first Fiscal Quarter; (ii) within forty-five (45) days following the end of the second Fiscal Quarter of each Fiscal Year, Obligor shall pay to Holder, to be applied against the outstanding principal amount of this Note, the amount (up to a maximum amount equal to the then outstanding amount of this Note, inclusive of accrued but unpaid interest that is not simultaneously therewith being paid in accordance with the foregoing clause (a)), if any, that, when added to (A) the amount that has been paid or that simultaneously therewith is being paid on account of or with respect to interest accrued for such Fiscal Quarter, (B) the amount that has been paid on account of or with respect to interest accrued for the payment of any tax immediately preceding Fiscal Quarter and (C) the amount that is legally owed has been paid with respect to principal as contemplated by the Trust preceding clause (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed i) with respect to the Noteholders immediately preceding Fiscal Quarter, equals the product of (Y) the Holder's Percentage times (Z) the Applicable Percentage of the Available Cash Flow for the period from the beginning of the then current Fiscal Year through the end of such second Fiscal Quarter; and (iii) within forty-five (45) days following the end of the third Fiscal Quarter of each Fiscal Year, Obligor shall pay to Holder, to be treated as cash distributed applied against the outstanding principal amount of this Note, the amount (up to a maximum amount equal to the Noteholders at then outstanding amount of this Note, inclusive of accrued but unpaid interest that is not simultaneously therewith being paid in accordance with the time it foregoing clause (a)), if any, that, when added to (A) the amount that has been paid or that simultaneously therewith is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable being paid on account of or with respect to any distribution interest accrued for such Fiscal Quarter, (B) the aggregate amount that has been paid on account of or with respect to interest accrued for the two immediately preceding Fiscal Quarters and (C) the aggregate amount that has been paid with respect to principal as contemplated by the preceding clauses (i) and (ii) with respect to the two immediately preceding Fiscal Quarters, equals the product of (Y) the Holder's Percentage times (Z) the Applicable Percentage of the Available Cash Flow for the period from the beginning of the then current Fiscal Year through the end of such as any distribution third Fiscal Quarter. 140 (e) Commencing with the Fiscal Year ending January 31, 2007, within ninety (90) days following the end of each Fiscal Year, Obligor shall pay to Holder, to be applied against the outstanding principal amount of this Note, the amount (up to a Non-U.S. Person)maximum amount equal to the then outstanding principal amount of this Note) that, when added to (i) the aggregate amount paid or simultaneously therewith being paid on account of or with respect to interest accrued for such Fiscal Year (including for any Fiscal Quarter included in such Fiscal Year) and (ii) the aggregate amount that has been paid with respect to principal as contemplated by the preceding clause (c) with respect to the first three Fiscal Quarters of such Fiscal Year, equals the product of (i) the Holder's Percentage times (ii) the Applicable Percentage of the Available Cash Flow for such Fiscal Year. (f) Obligor may, at its option at any time and from time to time, prepay all or any portion of this Note, without premium or penalty. (g) Any payment made on or with respect to this Note shall be applied first to accrued but unpaid interest, with the balance of any payment to be applied in reduction of the outstanding principal amount of this Note, subject, however, to Section 1(b) above. (h) As used herein, the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In following terms shall have the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.following respective meanings:

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment instalment of interest or principal payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the Record Date for such Payment Date by check mailed to such Person's address as it appears in the Note Register on such Record Date, except that with respect to a Note registered in the name of the nominee of a clearing agency (initially, such nominee to be Cede & Co.) payments will be made by wire transfer in immediately available funds to the account designated by such Personnominee in writing at least two Business Days prior to such Payment Date and except for the final instalment of principal payable with respect to such Note (or the Redemption Price for any Note called for redemption), which shall be payable as provided in subsection (b) of this Section 2.09. (b) All reductions in the principal amount of a Note (or one or more Predecessor Notes) effected by means of an allocation of the Realized Loss Amount or by payments of instalments of principal made on any Payment Date shall be binding upon all Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final instalment of principal of each Note (including the Redemption Price of any Note called for redemption pursuant to Section 10.01) shall be payable in installments only upon presentation and surrender thereof on each or after the Payment Date pursuant to Section 5.06 or Redemption Date therefor at the Corporate Trust Office or at the office or agency of the Sale Issuer maintained by it for such purpose set forth in Section 3.02. Whenever, on the basis of Remittances on the Accounts received and Servicing Agreement and subject expected to be received during the availability of funds therefor. All principal payments related Collection Periods or on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01related Payment Date, as applicable, the Indenture Trustee shall notify Issuer expects that the entire remaining unpaid principal amount of the Notes will become due and payable on the next Payment Date, it shall, no later than five days prior to such Payment Date, mail or cause to be mailed to each Person in whose name a Note to be so retired is registered at the close of business on the Record Date preceding the that would otherwise be applicable to such Payment Date on which a notice to the effect that: (i) the Issuer expects that funds sufficient to pay such final installment of principal of and interest instalment will be available in the Collection Account on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that and (ii) if such funds are available, (A) such final installment instalment will be payable on such Payment Date, but only upon presentation and surrender of such Note at the Corporate Trust Office or at the office or agency of the Issuer maintained for such purpose pursuant to Section 3.02 (the addresses of which shall be set forth in such notice), and (B) no interest shall specify the place where accrue on such Note may after such Payment Date. Notices in connection with redemptions of Notes shall contain the information set forth in, and be presented and surrendered for payment of such installmentmailed in accordance with, Section 10.02. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such tax other Note. Any checks mailed pursuant to subsection (a) or (b) of this Section 2.09 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust Section 3.03. (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding taxd) Not later than each Debt Service Requirement Determination Date, the Indenture Trustee shall reasonably cooperate prepare and deliver to the Issuer a statement with respect to the following Payment Date (a "Payment Date Statement") setting forth: (i) the amount of Issuer Expenses paid or due to be paid in respect of the related Collection Period; (ii) the amount of the Available Funds for such Payment Date; (iii) the amount of interest then due and payable on the Notes then Outstanding (stated separately as to each Class); (iv) the Optimal Principal Amount for each Class for such Payment Date; (v) whether the Available Funds for such Payment Date will be sufficient to pay on such Payment Date all amounts specified in clause (iii) and, if not, the percentages of such amount which may be paid in accordance with the Noteholder priorities set forth in making Section 8.02(b) from the amounts expected to be available in the Collection Account; (vi) the Class Interest Shortfall (stated separately as to each Class); (vii) the amounts included in such claim so long statement pursuant to clauses (iii) and (iv), expressed in each case per Individual Note, to be paid on such Payment Date; (viii) the amount, if any, to be released to the Issuer pursuant to clause twenty-second of Section 8.02(b); (ix) the total Realized Loss Amount for such Payment Date and the amount allocated to each Class of Notes; (x) the unpaid principal amount of each Class of Notes which will remain after giving effect to the payments to be made on such Payment Date expressed both on an aggregate basis and per Individual Note; (xi) the Cumulative Actual Net Losses as of the Noteholder agrees end of the related Collection Period; (xii) the Principal Balance as of the end of the related Collection Period of Accounts with respect to reimburse which there is a material breach of any representation or warranty made in Section 3.11 or as to which there is a material defect in the Indenture Trustee for any out-of-pocket expenses incurred.related Account Documents in accordance with Section 3.12(b);

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B A-4 Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, and the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Distribution Date as specified in such Notes, the applicable Note by applying amounts available pursuant to Section 5.06 of the Sale and Servicing Agreement and to Section 3.01 hereofof this Indenture. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person.nominee, except for the final installment of principal payable with respect to such Note on a Distribution Date or on the applicable Final Scheduled Distribution Date, which shall be payable as provided below. (Nissan 2003-B Indenture) (b) The principal of each Note shall be payable in installments on each Payment Distribution Date by applying amounts available pursuant to Section 5.06 of the Sale and Servicing Agreement Agreement. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and subject payable, if not previously paid, from and after the date on which the Indenture Trustee or the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), have declared the Notes to be immediately due and payable in the availability manner provided in Section 5.02 in connection with an Event of funds thereforDefault. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Distribution Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Distribution Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 A-3A Notes, the Class A-4 A-3B Notes and the Class B A-4 Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 A-3A Rate, the Class A-4 A-3B Rate and the Class B A-4 Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note and, as applicable, the Subordinated Seller's Interest, shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B A-4 Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B A-4 Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall Payments on Bonds issued as Book-Entry Bonds will be payable made by or on each related Payment Date as specified in such Notes, pursuant to Section 5.06 behalf of the Sale and Servicing Agreement and Section 3.01 hereofIndenture Trustee to the Clearing Agency or its nominee. Any installment of interest or principal payable on any Note Definitive Bonds that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note Bond (or one or more Predecessor NotesBonds) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the for such Payment Date by either (i) check mailed to such Person's address as it appears in the Bond Register on which such Record Date, or (ii) by wire transfer of immediately available funds to the account of a Bondholder, if such Bondholder (A) is the registered holder of Definitive Bonds having an initial principal amount of at least $1,000,000 and (B) has provided the Indenture Trustee with wiring instructions in writing by five Business Days prior to the related Record Date or has provided the Indenture Trustee with such instructions for any previous Payment Date, except for the final installment of principal payable with respect to such Bond (or the Redemption Price for any Bond called for redemption, if such redemption will result in payment of the then entire unpaid principal amount of such Bond), which shall be payable as provided in subsection (b) below of this Section 2.08. A fee may be charged by the Indenture Trustee to a Bondholder of Definitive Bonds for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07. (b) All reductions in the principal amount of a Bond (or one or more Predecessor Bonds) effected by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Bond and interest of any Bond issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note will be paidBond. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that such The final installment of principal of each Bond (including the Redemption Price of any Bond called for optional redemption, if such optional redemption will result in payment of the entire unpaid principal amount of such Bond) shall be payable only upon presentation and surrender thereof on or after the Payment Date therefor at the Indenture Trustee's presenting office located within the United States of America pursuant to Section 3.02. Whenever the Indenture Trustee expects that the entire remaining unpaid principal amount of any Bond will become due and payable on the next Payment Date other than pursuant to a redemption pursuant to Article X, it shall, no later than two days prior to such Payment Date, telecopy or hand deliver to each Person in whose name a Bond to be so retired is registered at the close of business on such otherwise applicable Record Date a notice to the effect that: (i) the Indenture Trustee expects that funds sufficient to pay such final installment will be available in the Bond Account on such Payment Date; and (ii) if such funds are available, (A) such final installment will be payable on such Payment Date, but only upon presentation and surrender of such Note Bond at the office or agency of the Bond Registrar maintained for such purpose pursuant to Section 3.02 (the address of which shall be set forth in such notice) and (B) no interest shall specify the place where accrue on such Note may Bond after such Payment Date. Notices in connection with redemptions of Bonds shall be presented and surrendered for payment of such installmentmailed to Bondholders in accordance with Section 10.02. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section, each Bond delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Bond of the same Class shall carry the rights to unpaid principal and interest that were carried by such tax other Bond. Any checks mailed pursuant to subsection (a) of this Section 2.08 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. The Issuer will instruct Section 3.03. (d) Each Payment Date Statement, prepared by the Indenture Trustee regarding based on the imposition Servicer Remittance Report delivered to the Indenture Trustee pursuant to the Servicing Agreement, shall be delivered by the Indenture Trustee to the Rating Agencies, the Owner Trustee, the Underwriter, and each Bondholder as the statement required pursuant to Section 8.06. Neither the Indenture Trustee (in its capacity as Indenture Trustee) nor the Paying Agent shall have any responsibility to recalculate, verify or recompute information contained in any such tape or disk or any such Servicer Remittance Report except to the extent necessary to satisfy all obligations under this Section 2.08(d). Within 90 days after the end of such withholding tax and, upon receiving such instructioneach calendar year, the Indenture Trustee is hereby authorized will be required to furnish to each Person who at any time during the calendar year was a Bondholder, if requested in writing by such Person, a statement containing the information set forth in subclauses (i) and directed (ii) in the definition of "Payment Date Statement," aggregated for such calendar year or the applicable portion thereof during which such Person was a Bondholder. Such obligation will be deemed to retain from amounts otherwise distributable have been satisfied to the Noteholders sufficient funds for the payment of any tax extent that substantially comparable information is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect provided pursuant to any distribution (such requirements of the Code as any distribution are from time to a Non-U.S. Person), the Indenture Trustee may time in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurredforce.

Payments of Principal and Interest. (a) The Class A-1 NotesFrom the date hereof until the date when the principal under this note has been paid in full, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes interest shall accrue interest during each Interest Period on the unpaid principal amount of this note at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectivelyrate of four percent (4.00%) per annum, and such shall be paid quarterly in arrears in cash. In addition, all accrued and unpaid interest on the unpaid principal balance of this note shall be due and payable at the Maturity Date. Such interest shall be payable computed for the actual number of days elapsed in a year consisting of 365 or 366 days, as the case may be. In the event that any amount under this note is not paid when due, then interest shall accrue on each related Payment Date as specified such unpaid amount at a rate of ten percent (10.00%) per annum (the “Default Rate”) until such unpaid amount is repaid in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Personcash. (b) The principal of each Note this note shall be due and payable in two equal installments on each Payment Date of Twelve Million Five Hundred Thousand Dollars and No Cents ($12,500,000.00) each, less any offset pursuant to Section 5.06 2(c). The first installment shall be due and payable on the third anniversary of the Sale Closing Date, and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes second installment shall be made pro rata to due and payable on the Noteholders of such Class entitled thereto. In accordance with Section 10.01Maturity Date; provided, that on the Maturity Date, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close entire unpaid principal balance of business this note and all accrued and unpaid interest on the Record Date preceding the Payment Date on which the final installment unpaid principal balance of principal of and interest on such Note will be paid. Such notice this note shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation finally due and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installmentpayable. (c) In the event that that, during any withholding tax is imposed on the Trust’s payment (or allocations of income) twelve-month period ending prior to the Noteholdersdate on which any regularly scheduled payment of principal or interest is due under this Section 2, such tax shall the Maker is entitled to any monetary payment pursuant to any Section or provision of the Purchase Agreement, and Seller Representative and Maker agree, Maker may reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized scheduled payment due and directed payable hereunder. Any reductions to retain from amounts otherwise distributable payments made pursuant to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders this provision shall be treated as cash distributed applied first to the Noteholders at the time it is withheld by the Trust interest and remitted then to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurredprincipal.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the Record Date for such Distribution Date by check mailed to such Person's address as it appears in the Note Register on such Record Date, except that with respect to a Note registered in the name of the nominee of a clearing agency (initially, such nominee to be Cede & Co.) payments will be made by wire transfer in immediately available funds to the account designated by such Personnominee in writing at least two Business Days prior to such Distribution Date and except for the final installment of principal payable with respect to such Note (or the Redemption Price for any Note called for redemption), which shall be payable as provided in subsection (b) of this Section 2.09. (b) All reductions in the principal amount of a Note (or one or more Predecessor Notes) effected by means of an allocation of the Realized Loss Amount or by payments of installments of principal made on any Distribution Date shall be binding upon all Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note (including the Redemption Price of any Note called for redemption pursuant to Section 10.01) shall be payable in installments only upon presentation and surrender thereof on each Payment or after the Distribution Date pursuant to Section 5.06 or Redemption Date therefor at the Corporate Trust Office or at the office or agency of the Sale Issuer maintained by it for such purpose set forth in Section 3.02. Whenever, on the basis of Remittances on the Accounts received and Servicing Agreement and subject expected to be received during the availability of funds therefor. All principal payments related Due Periods or on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01related Distribution Date, as applicable, the Indenture Trustee shall notify Issuer expects that the entire remaining unpaid principal amount of the Notes will become due and payable on the next Principal Distribution Date, it shall, no later than ten days prior to such Principal Distribution Date, mail or cause to be mailed to each Person in whose name a Note to be so retired is registered at the close of business on the Record Date preceding that would otherwise be applicable to such Principal Distribution Date a notice to the Payment Date on which effect that: (i) the Issuer expects that funds sufficient to pay such final installment of principal of and interest will be available in the Collection Account on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Principal Distribution Date, shall specify that and (ii) if such funds are available, (A) such final installment will be payable on such Distribution Date, but only upon presentation and surrender of such Note at the Corporate Trust office or at the office or agency of the Issuer maintained for such purpose pursuant to Section 3.02 (the addresses of which shall be set forth in such notice), and (B) no interest shall specify the place where accrue on such Note may after such Principal Distribution Date. Notices in connection with redemptions of Notes shall contain the information set forth in, and be presented and surrendered for payment of such installmentmailed in accordance with, Section 10.02. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such tax other Note. Any checks mailed pursuant to subsection (a) of this Section 2.09 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instructionSection 3.03. (d) Not later than each Debt Service Requirement Determination Date, the Indenture Trustee is hereby authorized shall prepare and directed to retain from amounts otherwise distributable deliver to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed Issuer a statement with respect to the Noteholders shall following Distribution Date (a "Distribution Date Statement") setting forth: (i) the amount of Issuer Expenses paid or due to be treated paid in respect of the related Due Period; (ii) the amount of the Available Funds for such Distribution Date; (iii) the amount of interest then due and payable on the Notes then Outstanding (stated separately as cash distributed to each Class); (iv) the optimal Principal Amount for each Class; (v) whether the Available Funds for such Distribution Date will be sufficient to pay on such Distribution Date all amounts specified in clause (iii) and, if not, the percentages of such amount which may be paid in accordance with the priorities set forth in Section 8.02(c) from the amounts expected to be available in the Collection Account; (vi) the Class Interest Shortfall (stated separately as to each Class); (vii) the amounts included in such statement pursuant to clauses (iii) and (iv), expressed in each case per Individual Note, to be paid on such Distribution Date; (viii) the amount, if any, to be released to the Noteholders at Issuer pursuant to clause twenty-second of Section 8.02(c); (ix) the time it is withheld by total Realized Loss Amount and amount allocated to each Class of Notes and interest thereon; (x) the Trust and remitted unpaid principal amount of each Class of Notes which will remain after giving effect to the appropriate taxing authority. If payments to be made on such Distribution Date expressed both on an aggregate basis and per Individual Note; (xi) the Cumulative Actual Net Economic Losses as of the end of the related Due Period; (xii) the Economic Balance as of the end of the related Due Period of Accounts with respect to which there is a possibility that withholding tax material breach of any representation or II-7 35 warranty made in Section 3.11 or as to which there is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), material defect in the Indenture Trustee may in its sole discretion withhold such amounts related Account Documents in accordance with this paragraph Section 3.12 (cb); (xiii) the Minimum Target Overcollateralization Amount; (xiv) cumulative unreimbursed Realized Loss Amounts; (xv) the Aggregate Economic Balance of the Accounts at immediately following the end of the related Due Period; and (xvi) the number and Aggregate Economic Balance of all Accounts 30, 60 and 90 or more days past due and in repossession, foreclosure or bankruptcy. In Each Distribution Date Statement shall be delivered by the event that any Noteholder wishes Trustee to apply for a refund the Issuer, each designee of any such withholding taxthe Issuer specified in writing to the Trustee, Lehmxx Xxxthers Inc., S&P, Moodx'x, xxe firm of Independent Accountants appointed by the Indenture Trustee shall reasonably cooperate with Issuer pursuant to Section 8.07(a) and, upon request, to the Noteholder in making such claim so long as beneficial owners of the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurredNotes.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall Payments on Bonds issued as Book-Entry Bonds will be payable made by or on each related Payment Date as specified in such Notes, pursuant to Section 5.06 behalf of the Sale and Servicing Agreement and Section 3.01 hereofIndenture Trustee to the Clearing Agency or its nominee. Any installment of interest or principal payable on any Note Definitive Bonds that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note Bond (or one or more Predecessor NotesBonds) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person. (b) The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the for such Payment Date by either (i) check mailed to such Person's address as it appears in the Bond Register on which such Record Date, or (ii) by wire transfer of immediately available funds to the account of a Bondholder, if such Bondholder (A) is the registered holder of Definitive Bonds having an initial principal amount of at least $1,000,000 and (B) has provided the Indenture Trustee with wiring instructions in writing by five Business Days prior to the related Record Date or has provided the Indenture Trustee with such instructions for any previous Payment Date, except for the final installment of principal payable with respect to such Bond (or the Redemption Price for any Bond called for redemption, if such redemption will result in payment of the then entire unpaid principal amount of such Bond), which shall be payable as provided in subsection (b) below of this Section 2.08. A fee may be charged by the Indenture Trustee to a Bondholder of Definitive Bonds for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07. (b) All reductions in the principal amount of a Bond (or one or more Predecessor Bonds) effected by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Bond and interest of any Bond issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note will be paidBond. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that such The final installment of principal of each Bond (including the Redemption Price of any Bond called for optional redemption, if such optional redemption will result in payment of the entire unpaid principal amount of such Bond) shall be payable only upon presentation and surrender thereof on or after the Payment Date therefor at the Indenture Trustee's presenting office located within the United States of America pursuant to Section 3.02. Whenever the Indenture Trustee expects that the entire remaining unpaid principal amount of any Bond will become due and payable on the next Payment Date other than pursuant to a redemption pursuant to Article X, it shall, no later than two days prior to such Payment Date, telecopy or hand deliver to each Person in whose name a Bond to be so retired is registered at the close of business on such otherwise applicable Record Date a notice to the effect that: (i) the Indenture Trustee expects that funds sufficient to pay such final installment will be available in the Bond Account on such Payment Date; and (ii) if such funds are available, (A) such final installment will be payable on such Payment Date, but only upon presentation and surrender of such Note Bond at the office or agency of the Bond Registrar maintained for such purpose pursuant to Section 3.02 (the address of which shall be set forth in such notice) and (B) no interest shall specify the place where accrue on such Note may be presented and surrendered for payment Bond after such Payment Date. A copy of such installmentform of notice shall be sent to the Bond Insurer by the Indenture Trustee. Notices in connection with redemptions of Bonds shall be mailed to Bondholders in accordance with Section 10.02. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section, each Bond delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Bond shall carry the rights to unpaid principal and interest that were carried by such tax other Bond. Any checks mailed pursuant to subsection (a) of this Section 2.08 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. The Issuer will instruct Section 3.03. (d) Each Payment Date Statement, prepared by the Indenture Trustee regarding based on the imposition Servicer Remittance Report delivered to the Indenture Trustee pursuant to the Servicing Agreement, shall be delivered by the Indenture Trustee to the Bond Insurer, the Rating Agencies, the Owner Trustee, the Underwriters (as defined in the Insurance Agreement) and each Bondholder as the statement required pursuant to Section 8.06. In addition, on each Payment Date the Indenture Trustee shall forward to the Underwriters and Bloomberg the electromagnetic tape or disk containing certain Mortgage Loan information required to be delivered to the Indenture Trustee by the Servicer pursuant to Section 3.01 of the Servicing Agreement; provided, however, that the Indenture Trustee shall not forward any such withholding tax andtape or disk that separately sets forth the Bond Insurer Premium or the Bond Insurer Premium Rate. Neither the Indenture Trustee (in its capacity as Indenture Trustee or as Back-Up Servicer) nor the Paying Agent shall have any responsibility to recalculate, upon receiving verify or recompute information contained in any such instructiontape or disk or any such Servicer Remittance Report except to the extent necessary to satisfy all obligations under this Section 2.08(d) and in its capacity as Back-Up Servicer under Article III of the Servicing Agreement. Within 90 days after the end of each calendar year, the Indenture Trustee is hereby authorized will be required to furnish to each person who at any time during the calendar year was a Bondholder, if requested in writing by such person, a statement containing the information set forth in subclauses (i) and directed (ii) in the definition of "Payment Date Statement," aggregated for such calendar year or the applicable portion thereof during which such person was a Bondholder. Such obligation will be deemed to retain from amounts otherwise distributable have been satisfied to the Noteholders sufficient funds for the payment of any tax extent that substantially comparable information is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect provided pursuant to any distribution (such requirements of the Code as any distribution are from time to a Non-U.S. Person), the Indenture Trustee may time in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurredforce.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 A-3a Notes, the Class A-4 A-3b Notes and the Class B A-4 Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 A-3a Rate, the Class A-4 A-3b Rate and the Class B A-4 Rate, respectively, and such interest shall be payable on each related Payment Distribution Date as specified in such Notes, the applicable Note by applying amounts available pursuant to Section 5.06 of the Sale and Servicing Agreement and to Section 3.01 hereofof this Indenture. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Personnominee, except for the final installment of principal payable with respect to such Note on a Distribution Date or on the applicable Final Scheduled Distribution Date, which shall be payable as provided below. (b) The principal of each Note shall be payable in installments on each Payment Distribution Date by applying amounts available pursuant to Section 5.06 of the Sale and Servicing Agreement Agreement. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and subject payable, if not previously paid, from and after the date on which the Indenture Trustee or the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), have declared the Notes to be immediately due and payable in the availability manner provided in Section 5.02 in connection with an Event of funds thereforDefault. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Distribution Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Distribution Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the Record Date for such Payment Date by check mailed to such Person's address as it appears in the Note Register on such Record Date, except that with respect to a Note registered in the name of the nominee of a clearing agency (initially, such nominee to be Cede & Co.) payments will be made by wire transfer in immediately available funds to the account designated by such Personnominee in writing at least two Business Days prior to such Payment Date and except for the final installment of principal payable with respect to such Note (or the Redemption Price for any Note called for redemption), which shall be payable as provided in subsection (b) of this Section 2.09. Any installment of interest or principal not punctually paid or duly provided for shall be payable in the manner and to the Persons specified in subsection (c) of this Section 2.09. (b) All reductions in the principal amount of a Note (or one or more Predecessor Notes) effected by means of an allocation of the Realized Loss Allocation Amount or by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note (including the Redemption Price of any Note called for redemption pursuant to Section 10.01) shall be payable in installments only upon presentation and surrender thereof on each or after the Payment Date pursuant to Section 5.06 or Redemption Date therefor at the Corporate Trust Office or at the office or agency of the Sale Issuer maintained by it for such purpose set forth in Section 3.02. Whenever, on the basis of Remittances on the Accounts received and Servicing Agreement and subject expected to be received during the availability of funds therefor. All principal payments related Due Periods or on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. In accordance with Section 10.01related Payment Date, as applicable, the Indenture Trustee shall notify Issuer expects that the entire remaining unpaid principal amount of the Notes will become due and payable on the next Principal Payment Date, it shall, no later than ten days prior to such Principal Payment Date, mail or cause to be mailed to each Person in whose name a Note to be so retired is registered at the close of business on the Record Date preceding the that would otherwise be applicable to such Principal Payment Date on which a notice to the effect that: (i) the Issuer expects that funds sufficient to pay such final installment of principal of and interest will be available in the Collection Account on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Principal Payment Date, shall specify that and (ii) if such funds are available, (A) such final installment will be payable on such Payment Date, but only upon presentation and surrender of such Note at the Corporate Trust Office or at the office or agency of the Issuer maintained for such purpose pursuant to Section 3.02 (the addresses of which shall be set forth in such notice), and (B) no interest shall specify the place where accrue on such Note may after such Principal Payment Date. Notices in connection with redemptions of Notes shall contain the information set forth in, and be presented and surrendered for payment of such installmentmailed in accordance with, Section 10.02. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) Subject to the Noteholdersforegoing provisions of this Section, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such tax other Note. Any checks mailed pursuant to subsection (a) of this Section 2.09 and returned undelivered shall reduce the amount otherwise distributable to the Noteholders be held in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instructionSection 3.03. (d) Not later than each Debt Service Requirement Determination Date, the Indenture Trustee is hereby authorized shall prepare and directed to retain from amounts otherwise distributable deliver to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed Issuer a statement with respect to the Noteholders shall following Payment Date (a "Payment Date Statement") setting forth: (i) the amount of Issuer Expenses paid or due to be treated paid in respect of the related Due Period; (ii) the amount of the Available Funds for such Payment Date; (iii) the amount of interest then due and payable on the Notes then Outstanding (stated separately as cash distributed to each Class); (iv) the Optimal Principal Amount for each Class; (v) whether the Available Funds for such Payment Date will be sufficient to pay on such Payment Date all amounts specified in clause (iii) and, if not, the percentages of such amount which may be paid in accordance with the priorities set forth in Section 8.02(c) from the amounts expected to be available in the Collection Account; (vi) the Class Interest Shortfall (stated separately as to each Class); (vii) the Collateral Deficiency Amount, if any; (viii) the amounts included in such statement pursuant to clauses (iii) and (iv), expressed in each case per Individual Note, to be paid on such Payment Date; (ix) the amount, if any, to be released to the Noteholders at Issuer pursuant to clause twenty-first of Section 8.02(c)(ii); (x) the time it is withheld by total Realized Loss Amounts and amount allocated to each Class of Notes and interest thereon; (xi) the Trust and remitted unpaid principal amount of each Class of Notes which will remain after giving effect to the appropriate taxing authority. If payments to be made on such Payment Date expressed both on an aggregate basis and per Individual Note; (xii) the Cumulative Actual Net Economic Losses as of the end of the related Due Period; (xiii) the Economic Balance as of the end of the related Due Period of Accounts with respect to which there is a possibility that withholding tax material breach of any representation or warranty made in Section 3.11 or as to which there is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), material defect in the Indenture Trustee may in its sole discretion withhold such amounts related Account Documents in accordance with this paragraph Section 3.12(b); (c). In xiv) the event that any Noteholder wishes Minimum Target Overcollateralization Amount; and (xv) cumulative unreimbursed Realized Loss Amounts Each Payment Date Statement shall be delivered by the Trustee to apply for a refund the Issuer, each designee of any such withholding taxthe Issuer specified in writing to the Trustee, Xxxxxx Brothers Inc., S&P, the Indenture Trustee shall reasonably cooperate with firm of Independent Accountants appointed by the Noteholder in making such claim so long as Issuer pursuant to Section 8.06(a) and, upon request, to the Noteholder agrees to reimburse beneficial owners of the Indenture Trustee for any out-of-pocket expenses incurredNotes.

Payments of Principal and Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof. Any installment of interest or principal payable on any Note that Notes of any Series which is punctually paid or duly provided for by the Issuer on the applicable Payment Note Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the Record Date for such Note Distribution Date (i) by check mailed to such Person's address as it appears in the Note Register on such Record Date, or (ii) except that, unless Definitive Notes have been issued pursuant to Section 2.13, with respect to Notes registered on the Note Record Date in the name of the nominee of the Securities Depository (initially, such nominee to be Cede & Co.,), payment will be made by wire transfer in immediately available funds to the account designated by such Personnominee; provided, however, the final installment of principal payable with respect to such Note shall be payable as provided in subsection (b) of this Section 2.9. (b) All reductions in the principal amount of a Note (or one or more Predecessor Notes) effected by payments of installments of principal made on any Note Distribution Date shall be binding upon all Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note shall be payable only upon presentation and surrender thereof on or after the Note Distribution Date or therefor at the office or agency of the Issuer maintained by it for such purpose in installments on each Payment Date the Borough of Manhattan, the City of New York, State of New York, pursuant to Section 5.06 3.2. (c) The principal of the Sale and Servicing Agreement and subject to the availability of funds therefor. All principal payments on each Class of Notes shall be made pro rata to payable in installments on each Note Distribution Date as provided in the applicable Terms Supplement. Notwithstanding the foregoing, the entire unpaid principal amount of each Class of Notes shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing, if the Surety Provider or, with the consent of the Surety Provider, either the Indenture Trustee or the Noteholders of such Class entitled thereto. In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile Notes representing not less than 15 nor more than 30 days prior a majority of the Outstanding Amount of the Notes have declared the Notes to such final Payment Date, shall specify that such final installment will be immediately due and payable only upon presentation and surrender of such Note and shall specify in the place where such Note may be presented and surrendered for payment of such installmentmanner provided in Section 5. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section. The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.