Common use of Principal Release Amount Clause in Contracts

Principal Release Amount. (i) If a Rapid Amortization Event or an Event of Default is continuing, the Principal Release Amount shall remain on deposit in the Senior Notes Principal Payment Accounts and shall be applied in the order set forth in Section 5.12(h)(i) for amounts allocated to the Senior Notes Principal Payment Accounts. (ii) If (x) no Rapid Amortization Event or Event of Default is continuing and (y) if any Class A-1 Notes Renewal Date has occurred and the related Class A-1 Notes have been paid, extended or otherwise refinanced in full, on each Quarterly Calculation Date, each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such Quarterly Payment Date the Principal Release Amount from such Co-Issuer’s Senior Notes Principal Payment Account and apply such funds on such Quarterly Payment Date to the extent necessary to pay, in the following order of priority (and any Shortfall Payments in respect thereof shall be paid in accordance with the Allocation Agreement), (A) to the Trustee, unreimbursed Advances (with interest thereon at the Advance Interest Rate), (B) to the Servicer, unreimbursed Advances (with interest thereon at the Advance Interest Rate), (C) unreimbursed Manager Advances (with interest thereon at the Advance Interest Rate), (D) pro rata, Senior Notes Quarterly Interest Amounts and Class A-1 Notes Commitment Fees Amounts and (E) Senior Subordinated Notes Quarterly Interest Amounts, in each case, after giving effect to other amounts available for payment thereof as described in this Section 5.12. Such Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of the Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xii) thereof. (iii) If no Rapid Amortization Period or Event of Default is continuing, but a Class A-1 Notes Renewal Date has occurred and the related Class A-1 Notes have not been paid, extended or otherwise refinanced in full, each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such Quarterly Payment Date the Principal Release Amount from such Co-Issuer’s Senior Notes Principal Payment Account to the extent necessary to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, and deposit such funds into the applicable Series Distribution Account for distribution to the holders of the Class A-1 Notes, pro rata, after giving effect to other amounts available for payment thereof. If the funds on deposit in such Co-Issuer’s Senior Notes Principal Payment Account are insufficient to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, then the Co-Issuers (or their Manager on their respective behalf) will instruct the Trustee in writing (to the extent of funds available) to withdraw an amount equal to any remaining such deficiency from the other Co-Issuer’s Senior Notes Principal Payment Account (following the withdrawal of such other Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes). Each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of such Co-Issuer’s Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xii) thereof.

Principal Release Amount. (i) If a Rapid Amortization Event Period or an Event of Default is continuing, the each Principal Release Amount shall remain on deposit in the Senior Notes Principal Payment Accounts and shall be applied in the order set forth in Section 5.12(h)(i5.12(d)(i), Section 5.12(e)(i) for amounts allocated to or Section 5.12(g)(i), as applicable, notwithstanding the Senior Notes exclusion of Principal Payment AccountsRelease Amounts therein. (ii) If (x) So long as no Rapid Amortization Event or Period, Event of Default is continuing and (y) if any or Class A-1 Notes Renewal Date has occurred and the related Class A-1 Notes have been paid, extended or otherwise refinanced in fullAmortization Event is continuing, on each Quarterly Calculation Date, each Co-the Master Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such the following Quarterly Payment Date the any Principal Release Amount from such Co-Issuer’s the Senior Notes Principal Payment Account, Senior Subordinated Notes Principal Payment Account or Subordinated Notes Principal Payment Account, as applicable, and apply such funds on such Quarterly Payment Date to the extent necessary to pay, in the following order of priority (and any Shortfall Payments in respect thereof shall be paid in accordance with the Allocation Agreement)priority, (A) to the Trustee, unreimbursed Advances of the Trustee (with interest thereon at the Advance Interest Rate), (B) to the Servicer, unreimbursed Advances of the Servicer (with interest thereon at the Advance Interest Rate), (C) unreimbursed Manager Advances (with interest thereon at the Advance Interest Rate), (D) pro rata, Senior Notes Quarterly Interest Amounts and Amounts, Class A-1 Notes Quarterly Commitment Fees Amounts Fee Amounts, and Series Hedge Payment Amounts, and (E) Senior Subordinated Notes Quarterly Interest Amounts, in each case, after giving effect to other amounts available for payment thereof as described in this Section 5.12. Such Co-The Master Issuer shall instruct the Trustee in writing to distribute the remainder of such Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xi), but excluding (i) priority (xv) in the case of a Principal Release Amount with respect to any Series of Senior Subordinated Notes or (ii) priority (xx) in the case of a Principal Release Amount with respect to any Series of Subordinated Notes. (iii) If no Rapid Amortization Period or Event of Default is continuing, but a Class A-1 Notes Amortization Event is continuing with respect to any Series of Class A-1 Notes, on each Quarterly Calculation Date, the Master Issuer shall instruct the Trustee in writing to withdraw on the following Quarterly Payment Date any Principal Release Amount from the Senior Notes Principal Payment Account, Senior Subordinated Notes Principal Payment Account or Subordinated Notes Principal Payment Account, as applicable, to the extent necessary to pay the Outstanding Principal Amount of such Series of Class A-1 Notes, and deposit such funds into the applicable Manager Series Distribution Account for distribution to the Holders of such Series of Class A-1 Notes, on its behalfa pro rata basis based on commitment amounts, after giving effect to other amounts available for payment thereof; provided, that if a Class A-1 Notes Amortization Event is continuing with respect to more than one Series of Class A-1 Notes, the amounts available for distribution pursuant to this clause (iii) shall be allocated (x) among all such Series of Class A-1 on a pro rata basis based on the Outstanding Principal Amount of each such Series of Class A-1 Notes and (y) within each such Series of Class A-1 Notes on a pro rata basis based on commitment amounts. The Master Issuer shall instruct the Trustee in writing to distribute the remainder of the Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xii) thereof. (iii) If no Rapid Amortization Period or Event of Default is continuingxi), but excluding (i) priority (xv) in the case of a Class A-1 Notes Renewal Date has occurred and the related Class A-1 Notes have not been paid, extended or otherwise refinanced in full, each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such Quarterly Payment Date the Principal Release Amount from such Co-Issuer’s Senior Notes Principal Payment Account to the extent necessary to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, and deposit such funds into the applicable Series Distribution Account for distribution to the holders of the Class A-1 Notes, pro rata, after giving effect to other amounts available for payment thereof. If the funds on deposit in such Co-Issuer’s Senior Notes Principal Payment Account are insufficient to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, then the Co-Issuers (or their Manager on their respective behalf) will instruct the Trustee in writing (to the extent of funds available) to withdraw an amount equal with respect to any remaining such deficiency from Series of Senior Subordinated Notes or (ii) priority (xx) in the other Co-Issuer’s Senior Notes Principal Payment Account (following the withdrawal case of such other Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes). Each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of such Co-Issuer’s a Principal Release Amount, if any, in the priority set forth in the Priority Amount with respect to any Series of Payments, beginning at priority (xii) thereofSubordinated Notes.

Principal Release Amount. (i) If a Rapid Amortization Event or an Event of Default is continuing, the Principal Release Amount shall remain on deposit in the Senior Notes applicable Principal Payment Accounts Account and shall be applied in the order set forth in Section 5.12(h)(i) for amounts allocated to the Senior Notes Principal Payment AccountsAccount. (ii) If (x) no Rapid Amortization Event or Event of Default is continuing and (y) if any Class A-1 Notes Renewal Date has occurred and occurred, the related Class A-1 Notes have been paid, extended or otherwise refinanced in full, on each Quarterly Calculation Date, each Co-the Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such the immediately following Quarterly Payment Date the Principal Release Amount from such Co-Issuer’s Senior Notes the applicable Principal Payment Account and apply such funds on such Quarterly Payment Date to the extent necessary to pay, in the following order of priority (and any Shortfall Payments in respect thereof shall be paid in accordance with the Allocation Agreement)priority, (A) to the Trustee, unreimbursed Advances (with interest thereon at the Advance Interest Rate), (B) to the Servicer, unreimbursed Advances (with interest thereon at the Advance Interest Rate), (C) unreimbursed Manager Advances (with interest thereon at the Advance Interest Rate), (D) pro rata, Senior Notes Quarterly Interest Amounts and Amounts, Class A-1 Notes Quarterly Commitment Fees Amounts and unpaid Series Hedge Payment Amounts and (E) Senior Subordinated Notes Quarterly Interest Amounts, in each case, after giving effect to other amounts available for payment thereof as described in this Section 5.12. Such Co-The Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of the Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xii) thereof. (iii) If no Rapid Amortization Period or Event of Default is continuing, but a any Class A-1 Notes Renewal Date has occurred and the related Class A-1 Notes have not been paid, extended or otherwise refinanced in full, on each Co-Quarterly Calculation Date, the Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such the immediately following Quarterly Payment Date the Principal Release Amount from such Co-Issuer’s Senior Notes the applicable Principal Payment Account to the extent necessary to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the such Class A-1 NotesNotes Outstanding, and deposit such funds on such Quarterly Payment Date into the applicable Series Distribution Account for distribution to the holders of the such Class A-1 Notes, pro rata, after giving effect to other amounts available for payment thereof. If the funds on deposit in such Co-Issuer’s Senior Notes Principal Payment Account are insufficient to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, then the Co-Issuers (or their Manager on their respective behalf) will instruct the Trustee in writing (to the extent of funds available) to withdraw an amount equal to any remaining such deficiency from the other Co-Issuer’s Senior Notes Principal Payment Account (following the withdrawal of such other Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes). Each Co-The Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of such Co-Issuer’s the Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xii) thereof.

Principal Release Amount. (i) If a Rapid Amortization Event Period or an Event of Default is continuing, the each Principal Release Amount shall remain on deposit in the Senior Notes Principal Payment Accounts and shall be applied in the order set forth in Section 5.12(h)(i5.13(d)(i), Section 5.13(e)(i) for amounts allocated to or Section 5.13(g)(i), as applicable, notwithstanding the Senior Notes exclusion of Principal Payment AccountsRelease Amounts therein. (ii) If (x) So long as no Rapid Amortization Event or Period, Event of Default is continuing and (y) if any or Class A-1 Notes Renewal Date has occurred and the related Class A-1 Notes have been paid, extended or otherwise refinanced in fullAmortization Event is continuing, on each Quarterly Calculation Date, each Co-the Master Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such the related Quarterly Payment Date the any Principal Release Amount from such Co-Issuer’s the Senior Notes Principal Payment Account, Senior Subordinated Notes Principal Payment Account or Subordinated Notes Principal Payment Account, as applicable, and apply such funds on such Quarterly Payment Date to the extent necessary to pay, in the following order of priority (and any Shortfall Payments in respect thereof shall be paid in accordance with the Allocation Agreement)priority, (A) to the Trustee, unreimbursed Advances of the Trustee (with interest thereon at the Advance Interest Rate), (B) to the Servicer, unreimbursed Advances of the Servicer (with interest thereon at the Advance Interest Rate), (C) unreimbursed Manager Advances (with interest thereon at the Advance Interest Rate), (D) pro rata, Senior Notes Quarterly Interest Amounts and Amounts, Class A-1 Notes Quarterly Commitment Fees Amounts Fee Amounts, and Series Hedge Payment Amounts, and (E) Senior Subordinated Notes Quarterly Interest Amounts, in each case, after giving effect to other amounts available for payment thereof as described in this Section 5.125.13. Such Co-The Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of such Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xi), but excluding (i) priority (xv) in the case of a Principal Release Amount with respect to any Series of Senior Subordinated Notes or (ii) priority (xx) in the case of a Principal Release Amount with respect to any Series of Subordinated Notes. (iii) If no Rapid Amortization Period or Event of Default is continuing, but a Class A-1 Notes Amortization Event is continuing, on each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the related Quarterly Payment Date any Principal Release Amount from the Senior Notes Principal Payment Account, Senior Subordinated Notes Principal Payment Account or Subordinated Notes Principal Payment Account, as applicable, to the extent necessary to pay the Outstanding Principal Amount of the applicable Class A-1 Notes, and deposit such funds into the applicable Series Distribution Account for distribution to the Holders of the applicable Class A-1 Notes, pro rata, after giving effect to other amounts available for payment thereof. The Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of the Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xii) thereof. (iii) If no Rapid Amortization Period or Event of Default is continuingxi), but excluding (i) priority (xv) in the case of a Class A-1 Notes Renewal Date has occurred and the related Class A-1 Notes have not been paid, extended or otherwise refinanced in full, each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such Quarterly Payment Date the Principal Release Amount from such Co-Issuer’s Senior Notes Principal Payment Account to the extent necessary to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, and deposit such funds into the applicable Series Distribution Account for distribution to the holders of the Class A-1 Notes, pro rata, after giving effect to other amounts available for payment thereof. If the funds on deposit in such Co-Issuer’s Senior Notes Principal Payment Account are insufficient to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, then the Co-Issuers (or their Manager on their respective behalf) will instruct the Trustee in writing (to the extent of funds available) to withdraw an amount equal with respect to any remaining such deficiency from Series of Senior Subordinated Notes or (ii) priority (xx) in the other Co-Issuer’s Senior Notes Principal Payment Account (following the withdrawal case of such other Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes). Each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of such Co-Issuer’s a Principal Release Amount, if any, in the priority set forth in the Priority Amount with respect to any Series of Payments, beginning at priority (xii) thereofSubordinated Notes.

Principal Release Amount. (i) If a Rapid Amortization Event Period or an Event of Default is continuing, the each Principal Release Amount shall remain on deposit in the Senior Notes Principal Payment Accounts and shall be applied in the order set forth in Section 5.12(h)(i5.12(d)(i), Section 5.12(e)(i) for amounts allocated to or Section 5.12(g)(i), as applicable, notwithstanding the Senior Notes exclusion of Principal Payment AccountsRelease Amounts therein. (ii) If (x) So long as no Rapid Amortization Event or Period, Event of Default is continuing and (y) if any or Class A-1 Notes Renewal Date has occurred and the related Class A-1 Notes have been paid, extended or otherwise refinanced in fullAmortization Event is continuing, on each Quarterly Calculation Date, each Co-the Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such the related Quarterly Payment Date the any Principal Release Amount from such Co-Issuer’s the Senior Notes Principal Payment Account, Senior Subordinated Notes Principal Payment Account or Subordinated Notes Principal Payment Account, as applicable, and apply such funds on such Quarterly Payment Date to the extent necessary to pay, in the following order of priority (and any Shortfall Payments in respect thereof shall be paid in accordance with the Allocation Agreement)priority, (A) to the Trustee, unreimbursed Advances of the Trustee (with interest thereon at the Advance Interest Rate), (B) to the Servicer, unreimbursed Advances of the Servicer (with interest thereon at the Advance Interest Rate), (C) unreimbursed Manager Advances (with interest thereon at the Advance Interest Rate), (D) pro rata, Senior Notes Quarterly Interest Amounts and Amounts, Class A-1 Notes Quarterly Commitment Fees Amounts Amounts, and Series Hedge Payment Amounts, and (E) Senior Subordinated Notes Quarterly Interest Amounts, in each case, after giving effect to other amounts available for payment thereof as described in this Section 5.12. Such Co-The Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of such Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xi), but excluding (i) priority (xv) in the case of a Principal Release Amount with respect to any Series of Senior Subordinated Notes or (ii) priority (xvii) in the case of a Principal Release Amount with respect to any Series of Subordinated Notes. (iii) If no Rapid Amortization Period or Event of Default is continuing, but a Class A-1 Notes Amortization Event is continuing, on each Quarterly Calculation Date, the Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the related Quarterly Payment Date any Principal Release Amount from the Senior Notes Principal Payment Account, Senior Subordinated Notes Principal Payment Account or Subordinated Notes Principal Payment Account, as applicable, to the extent necessary to pay the Outstanding Principal Amount of the applicable Class A-1 Notes, and deposit such funds into the applicable Series Distribution Account for distribution to the Noteholders of the applicable Class A-1 Notes, pro rata, after giving effect to other amounts available for payment thereof. The Issuer (or the Manager on its behalf) will instruct the Trustee in writing to distribute the remainder of the Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xii) thereof. (iii) If no Rapid Amortization Period or Event of Default is continuingxi), but excluding (i) priority (xv) in the case of a Class A-1 Notes Renewal Date has occurred and the related Class A-1 Notes have not been paid, extended or otherwise refinanced in full, each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such Quarterly Payment Date the Principal Release Amount from such Co-Issuer’s Senior Notes Principal Payment Account to the extent necessary to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, and deposit such funds into the applicable Series Distribution Account for distribution to the holders of the Class A-1 Notes, pro rata, after giving effect to other amounts available for payment thereof. If the funds on deposit in such Co-Issuer’s Senior Notes Principal Payment Account are insufficient to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, then the Co-Issuers (or their Manager on their respective behalf) will instruct the Trustee in writing (to the extent of funds available) to withdraw an amount equal with respect to any remaining such deficiency from Series of Senior Subordinated Notes or (ii) priority (xvii) in the other Co-Issuer’s Senior Notes Principal Payment Account (following the withdrawal case of such other Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes). Each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of such Co-Issuer’s a Principal Release Amount, if any, in the priority set forth in the Priority Amount with respect to any Series of Payments, beginning at priority (xii) thereofSubordinated Notes.

Principal Release Amount. (i) If a Rapid Amortization Event Period or an Event of Default is continuing, the each Principal Release Amount shall remain on deposit in the Senior Notes Principal Payment Accounts and shall be applied in the order set forth in Section 5.12(h)(i5.14(d)(i), Section 5.14(e)(i) for amounts allocated to or Section 5.14(g)(i), as applicable, notwithstanding the Senior Notes exclusion of Principal Payment AccountsRelease Amounts therein. (ii) If (x) So long as no Rapid Amortization Event or Period, Event of Default is continuing and (y) if any or Class A-1 Notes Renewal Date has occurred and the related Class A-1 Notes have been paid, extended or otherwise refinanced in fullAmortization Event is continuing, on each Quarterly Calculation Date, each Co-the Master Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such the related Quarterly Payment Date the any Principal Release Amount from such Co-Issuer’s the Senior Notes Principal Payment Account, Senior Subordinated Notes Principal Payment Account or Subordinated Notes Principal Payment Account, as applicable, and apply such funds on such Quarterly Payment Date to the extent necessary to pay, in the following order of priority (and any Shortfall Payments in respect thereof shall be paid in accordance with the Allocation Agreement)priority, (A) to the Trustee, unreimbursed Advances of the Advance Funding Providers (with interest thereon at the Advance Interest Rate), (B) to the Servicer, unreimbursed Advances (with interest thereon at the Advance Interest Rate), (C) unreimbursed Manager Advances (with interest thereon at the Advance Interest Rate), (DC) pro rata, Senior Notes Quarterly Interest Amounts and Amounts, Class A-1 Notes Quarterly Commitment Fees Amounts Fee Amounts, and Series Hedge Payment Amounts, and (ED) Senior Subordinated Notes Quarterly Interest Amounts, in each case, after giving effect to other amounts available for payment thereof as described in this Section 5.125.14. Such Co-On the immediately succeeding Weekly Allocation Date, the Manager (on behalf of the Master Issuer) shall instruct the Trustee, pursuant to the applicable Weekly Manager’s Certificate, to distribute the remainder of such Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xi), but excluding (i) priority (xvi) in the case of a Principal Release Amount with respect to any Series of Senior Subordinated Notes or (ii) priority (xxi) in the case of a Principal Release Amount with respect to any Series of Subordinated Notes. (iii) If no Rapid Amortization Period or Event of Default is continuing, but a Class A-1 Notes Amortization Event is continuing, on each Quarterly Calculation Date, the Master Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on the related Quarterly Payment Date, after giving effect to any allocations set forth in the Priority of Payments on such date, any Principal Release Amount from the Senior Notes Principal Payment Account, Senior Subordinated Notes Principal Payment Account or Subordinated Notes Principal Payment Account, as applicable, to the extent necessary to pay the Outstanding Principal Amount of the applicable Class A-1 Notes, and deposit such funds into the applicable Series Distribution Account for distribution to the Holders of the applicable Class A-1 Notes, pro rata, after giving effect to other amounts available for payment thereof. On the immediately succeeding Weekly Allocation Date, the Manager (on behalf of the Master Issuer) shall instruct the Trustee pursuant to the applicable Weekly Manager’s Certificate to distribute the remainder of the Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xii) thereof. (iii) If no Rapid Amortization Period or Event of Default is continuingxi), but excluding (i) priority (xvi) in the case of a Class A-1 Notes Renewal Date has occurred and the related Class A-1 Notes have not been paid, extended or otherwise refinanced in full, each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such Quarterly Payment Date the Principal Release Amount from such Co-Issuer’s Senior Notes Principal Payment Account to the extent necessary to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, and deposit such funds into the applicable Series Distribution Account for distribution to the holders of the Class A-1 Notes, pro rata, after giving effect to other amounts available for payment thereof. If the funds on deposit in such Co-Issuer’s Senior Notes Principal Payment Account are insufficient to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, then the Co-Issuers (or their Manager on their respective behalf) will instruct the Trustee in writing (to the extent of funds available) to withdraw an amount equal with respect to any remaining such deficiency from Series of Senior Subordinated Notes or (ii) priority (xxi) in the other Co-Issuer’s Senior Notes Principal Payment Account (following the withdrawal case of such other Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes). Each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of such Co-Issuer’s a Principal Release Amount, if any, in the priority set forth in the Priority Amount with respect to any Series of Payments, beginning at priority (xii) thereofSubordinated Notes.

Principal Release Amount. (i) If a Rapid Amortization Event Period or an Event of Default is continuing, the each Principal Release Amount shall remain on deposit in the Senior Notes Principal Payment Accounts and shall be applied in the order set forth in Section 5.12(h)(i5.11(d)(i), Section 5.11(e)(i) for amounts allocated to or Section 5.11(g)(i), as applicable, notwithstanding the Senior Notes exclusion of Principal Payment AccountsRelease Amounts therein. (ii) If (x) So long as no Rapid Amortization Event or Period, Event of Default is continuing and (y) if any or Class A-1 Notes Renewal Date has occurred and the related Class A-1 Notes have been paid, extended or otherwise refinanced in fullAmortization Event is continuing, on each Quarterly Calculation Date, each the Co-Issuer Issuers (or the applicable Manager on its their behalf) shall instruct the Trustee in writing to withdraw on such the next Quarterly Payment Date the any Principal Release Amount from such Co-Issuer’s the Senior Notes Principal Payment Account, Senior Subordinated Notes Principal Payment Account or Subordinated Notes Principal Payment Account, as applicable, and apply such funds on such Quarterly Payment Date to the extent necessary to pay, in the following order of priority (and any Shortfall Payments in respect thereof shall be paid in accordance with the Allocation Agreement)priority, (A) to the Trustee, unreimbursed Advances of the Trustee (with interest thereon at the Advance Interest Rate), (B) to the Servicer, unreimbursed Advances of the Servicer (with interest thereon at the Advance Interest Rate), (C) unreimbursed Manager Advances (with interest thereon at the Advance Interest Rate), (D) pro rata, Senior Notes Quarterly Interest Amounts and Amounts, Class A-1 Notes Quarterly Commitment Fees Amounts Amounts, and Series Hedge Payment Amounts, and (E) Senior Subordinated Notes Quarterly Interest Amounts, in each case, after giving effect to other amounts available for payment thereof as described in this Section 5.125.11. Such The Co-Issuer Issuers (or the applicable Manager on its their behalf) shall instruct the Trustee in writing to distribute the remainder of such Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xi), but excluding (i) priority (xv) in the case of a Principal Release Amount with respect to any Series of Senior Subordinated Notes or (ii) priority (xvii) in the case of a Principal Release Amount with respect to any Series of Subordinated Notes. (iii) If no Rapid Amortization Period or Event of Default is continuing, but a Class A-1 Notes Amortization Event is continuing, on each Quarterly Calculation Date, the Co-Issuers (or the Manager on their behalf) shall instruct the Trustee in writing to withdraw on the next Quarterly Payment Date any Principal Release Amount from the Senior Notes Principal Payment Account, Senior Subordinated Notes Principal Payment Account or Subordinated Notes Principal Payment Account, as applicable, to the extent necessary to pay the Outstanding Principal Amount of the applicable Class A-1 Notes, and deposit such funds into the applicable Series Distribution Account for distribution to the Noteholders of the applicable Class A-1 Notes, pro rata, after giving effect to other amounts available for payment thereof. The Co-Issuers (or the Manager on their behalf) will instruct the Trustee in writing to distribute the remainder of the Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xii) thereof. (iii) If no Rapid Amortization Period or Event of Default is continuingxi), but excluding (i) priority (xv) in the case of a Class A-1 Notes Renewal Date has occurred and the related Class A-1 Notes have not been paid, extended or otherwise refinanced in full, each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such Quarterly Payment Date the Principal Release Amount from such Co-Issuer’s Senior Notes Principal Payment Account to the extent necessary to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, and deposit such funds into the applicable Series Distribution Account for distribution to the holders of the Class A-1 Notes, pro rata, after giving effect to other amounts available for payment thereof. If the funds on deposit in such Co-Issuer’s Senior Notes Principal Payment Account are insufficient to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, then the Co-Issuers (or their Manager on their respective behalf) will instruct the Trustee in writing (to the extent of funds available) to withdraw an amount equal with respect to any remaining such deficiency from Series of Senior Subordinated Notes or (ii) priority (xx) in the other Co-Issuer’s Senior Notes Principal Payment Account (following the withdrawal case of such other Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes). Each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of such Co-Issuer’s a Principal Release Amount, if any, in the priority set forth in the Priority Amount with respect to any Series of Payments, beginning at priority (xii) thereofSubordinated Notes.

Principal Release Amount. (i) If a Rapid Amortization Event Period or an Event of Default is continuing, the each Principal Release Amount shall remain on deposit in the Senior Notes Principal Payment Accounts and shall be applied in the order set forth in Section 5.12(h)(i5.13(d)(i), Section 5.13(e)(i) for amounts allocated to or Section 5.13(g)(i), as applicable, notwithstanding the Senior Notes exclusion of Principal Payment AccountsRelease Amounts therein. (ii) If (x) So long as no Rapid Amortization Event or Period, Event of Default is continuing and (y) if any or Class A-1 Notes Renewal Date has occurred and the related Class A-1 Notes have been paid, extended or otherwise refinanced in fullAmortization Event is continuing, on each Quarterly Calculation Date, each Co-the Master Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such the related Quarterly Payment Date the any Principal Release Amount from such Co-Issuer’s the Senior Notes Principal Payment Account, Senior Subordinated Notes Principal Payment Account or Subordinated Notes Principal Payment Account, as applicable, and apply such funds on such Quarterly Payment Date to the extent necessary to pay, in the following order of priority (and any Shortfall Payments in respect thereof shall be paid in accordance with the Allocation Agreement)priority, (A) to the Trustee, unreimbursed Advances of the Trustee (with interest thereon at the Advance Interest Rate), (B) to the Servicer, unreimbursed Advances of the Servicer (with interest thereon at the Advance Interest Rate), (C) unreimbursed Manager Advances Manager (with interest thereon at the Advance Interest Rate)iii) If no Rapid Amortization Period or Event of Default is continuing, (D) pro rata, Senior Notes Quarterly Interest Amounts and but a Class A-1 Notes Commitment Fees Amounts and Amortization Event is continuing, on each Quarterly Calculation Date, the Master Issuer (Eor the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the related Quarterly Payment Date any Principal Release Amount from the Senior Notes Principal Payment Account, Senior Subordinated Notes Quarterly Interest AmountsPrincipal Payment Account or Subordinated Notes Principal Payment Account, in each caseas applicable, to the extent necessary to pay the Outstanding Principal Amount of the applicable Class A-1 Notes, and deposit such funds into the applicable Series Distribution Account for distribution to the Holders of the applicable Class A-1 Notes, pro rata, after giving effect to other amounts available for payment thereof as described in this Section 5.12thereof. Such Co-The Master Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of the Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xii) thereof. (iii) If no Rapid Amortization Period or Event of Default is continuingxi), but excluding (i) priority (xv) in the case of a Class A-1 Principal Release Amount with respect to any Series of Senior Subordinated Notes Renewal Date has occurred and or (ii) priority (xx) in the related Class A-1 Notes have not been paidcase of a Principal Release Amount with respect to any Series of Subordinated Notes. (m) Securitization Operating Expense Account. On or prior to the time specified in Section 4.1(a) hereof for the delivery of an Interim Manager’s Certificate with respect to an Interim Allocation Date, extended or otherwise refinanced in full, each Co-the Master Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such Quarterly Payment the related Interim Allocation Date the Principal Release Amount from such Co-Issuer’s Senior Notes Principal Payment Account an amount equal to the extent necessary to pay such Co-Issuer’s Allocable Share lesser of (i) the Outstanding Principal Amount sum of all Securitization Operating Expenses then due and payable and (ii) the Class A-1 Notes, and amount on deposit such funds into in the applicable Series Distribution Securitization Operating Expense Account for distribution to the holders of the Class A-1 Notes, pro rata, after giving effect to other amounts available for payment thereof. If the funds on deposit in such Co-Issuer’s Senior Notes Principal Payment Account are insufficient any deposits thereto pursuant to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, then the Co-Issuers (or their Manager on their respective behalf) will instruct the Trustee in writing (to the extent of funds available) to withdraw an amount equal to any remaining such deficiency from the other Co-Issuer’s Senior Notes Principal Payment Account (following the withdrawal of such other Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes). Each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of such Co-Issuer’s Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xii) thereofPayments on such date and apply such funds to pay any Securitization Operating Expenses then due and payable.

Principal Release Amount. (i) If a Rapid Amortization Event or an Event of Default is continuing, the Principal Release Amount shall remain on deposit in the Senior Notes Principal Payment Accounts and shall be applied in the order set forth in Section 5.12(h)(i) for amounts allocated to the Senior Notes Principal Payment Accounts. (ii) If (x) no Rapid Amortization Event or Event of Default is continuing and (y) if any Class A-1 Notes Renewal Date has occurred occurred, and the related Class A-1 Notes have been paid, extended or otherwise refinanced in full, on each Quarterly Calculation Date, each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such Quarterly Payment Date the Principal Release Amount from such Co-Issuer’s Senior Notes Principal Payment Account and apply such funds on such Quarterly Payment Date to the extent necessary to pay, in the following order of priority (and any Shortfall Payments in respect thereof shall be paid in accordance with the Allocation Agreement), (A) to the Trustee, unreimbursed Advances (with interest thereon at the Advance Interest Rate), (B) to the Servicer, unreimbursed Advances (with interest thereon at the Advance Interest Rate), (C) unreimbursed Manager Advances (with interest thereon at the Advance Interest Rate), (D) pro rata, Senior Notes Quarterly Interest Amounts and Class A-1 Notes Commitment Fees Amounts and (E) Senior Subordinated Notes Quarterly Interest Amounts, in each case, after giving effect to other amounts available for payment thereof as described in this Section 5.12. Such Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of the Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xii) thereof. (iii) If no Rapid Amortization Period or Event of Default is continuing, but a Class A-1 Notes Renewal Date has occurred and the related Class A-1 Notes have not been paid, extended or otherwise refinanced in full, each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such Quarterly Payment Date the Principal Release Amount from such Co-Issuer’s Senior Notes Principal Payment Account to the extent necessary to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, and deposit such funds into the applicable Series Distribution Account for distribution to the holders of the Class A-1 Notes, pro rata, after giving effect to other amounts available for payment thereof. If the funds on deposit in such Co-Issuer’s Senior Notes Principal Payment Account are insufficient to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, then the Co-Co- Issuers (or their Manager on their respective behalf) will instruct the Trustee in writing (to the extent of funds available) to withdraw an amount equal to any remaining such deficiency from the other Co-Issuer’s Senior Notes Principal Payment Account (following the withdrawal of such other Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes). Each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of such Co-Issuer’s Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xii) thereof.

Principal Release Amount. (i) If a Rapid Amortization Event or an Event of Default is continuing, the Principal Release Amount shall remain on deposit in the Senior Notes Principal Payment Accounts AccountAccounts and shall be applied in the order set forth in Section 5.12(h)(i) for amounts allocated to the Senior Notes Principal Payment AccountsAccountAccounts. (ii) If (x) no Rapid Amortization Event or Event of Default is continuing and (y) if any Class A-1 Notes Renewal Date has occurred and occurred, the related Class A-1 Notes have been paid, extended or otherwise refinanced in full, on each Quarterly Calculation Date, each the Issuereach Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such Quarterly Payment Date the Principal Release Amount from such thesuch Co-Issuer’s Senior Notes Principal Payment Account and apply such funds on such Quarterly Payment Date to the extent necessary to pay, in the following order of priority (and any Shortfall Payments in respect thereof shall be paid in accordance with the Allocation Agreement), (A) to the Trustee, unreimbursed Advances (with interest thereon at the Advance Interest Rate), (B) to the Servicer, unreimbursed Advances (with interest thereon at the Advance Interest Rate), (C) unreimbursed Manager Advances (with interest thereon at the Advance Interest Rate), (D) pro rata, Senior Notes Quarterly Interest Amounts and Class A-1 Notes Commitment Fees Amounts and (E) Senior Subordinated Notes Quarterly Interest Amounts, in each case, after giving effect to other amounts available for payment thereof as described in this Section 5.12. Such The IssuerSuch Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of the Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xii) thereof. (iii) If no Rapid Amortization Period or Event of Default is continuing, but a Class A-1 Notes Renewal Date has occurred and the related Class A-1 Notes have not been paid, extended or otherwise refinanced in full, each the Issuereach Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such Quarterly Payment Date the Principal Release Amount from such thesuch Co-Issuer’s Senior Notes Principal Payment Account to the extent necessary to pay such thesuch Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, and deposit such funds into the applicable Series Distribution Account for distribution to the holders of the Class A-1 Notes, pro rata, after giving effect to other amounts available for payment thereof. If The Issuer (or theIf the funds on deposit in such Co-Issuer’s Senior Notes Principal Payment Account are insufficient to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, then the Co-Issuers (or their Manager on their respective behalf) will instruct the Trustee in writing (to the extent of funds available) to withdraw an amount equal to any remaining such deficiency from the other Co-Issuer’s Senior Notes Principal Payment Account (following the withdrawal of such other Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes). Each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of such thesuch Co-Issuer’s Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xii) thereof.

Principal Release Amount. (i) If a Rapid Amortization Event or an Event of Default is continuing, the Principal Release Amount shall remain on deposit in the Senior Notes Principal Payment Accounts Account and shall be applied in the order set forth in Section 5.12(h)(i) for amounts allocated to the Senior Notes Principal Payment AccountsAccount. (ii) If (x) no Rapid Amortization Event or Event of Default is continuing and (y) if any Class A-1 Notes Renewal Date has occurred and occurred, the related Class A-1 Notes have been paid, extended or otherwise refinanced in full, on each Quarterly Calculation Date, each Co-the Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such Quarterly Payment Date the Principal Release Amount from such Co-Issuer’s the Senior Notes Principal Payment Account and apply such funds on such Quarterly Payment Date to the extent necessary to pay, in the following order of priority (and any Shortfall Payments in respect thereof shall be paid in accordance with the Allocation Agreement)priority, (A) to the Trustee, unreimbursed Advances (with interest thereon at the Advance Interest Rate), (B) to the Servicer, unreimbursed Advances (with interest thereon at the Advance Interest Rate), (C) unreimbursed Manager Advances (with interest thereon at the Advance Interest Rate), (D) pro rata, Senior Notes Quarterly Interest Amounts and Class A-1 Notes Commitment Fees Amounts and (E) Senior Subordinated Notes Quarterly Interest Amounts, in each case, after giving effect to other amounts available for payment thereof as described in this Section 5.12. Such Co-The Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of the Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xii) thereof. (iii) If no Rapid Amortization Period or Event of Default is continuing, but a Class A-1 Notes Renewal Date has occurred and the related Class A-1 Notes have not been paid, extended or otherwise refinanced in full, each Co-the Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such Quarterly Payment Date the Principal Release Amount from such Co-Issuer’s the Senior Notes Principal Payment Account to the extent necessary to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, and deposit such funds into the applicable Series Distribution Account for distribution to the holders of the Class A-1 Notes, pro rata, after giving effect to other amounts available for payment thereof. If the funds on deposit in such Co-Issuer’s Senior Notes Principal Payment Account are insufficient to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, then the Co-Issuers (or their Manager on their respective behalf) will instruct the Trustee in writing (to the extent of funds available) to withdraw an amount equal to any remaining such deficiency from the other Co-Issuer’s Senior Notes Principal Payment Account (following the withdrawal of such other Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes). Each Co-The Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of such Co-Issuer’s the Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xii) thereof.

Principal Release Amount. (i) If a Rapid Amortization Event or an Event of Default is continuing, the Principal Release Amount shall remain on deposit in the Senior Notes applicable Principal Payment Accounts Account and shall be applied in the order set forth in Section 5.12(h)(i) for amounts allocated to the Senior Notes Principal Payment AccountsAccount. (ii) If (x) no Rapid Amortization Event or Event of Default is continuing and (y) if any Class A-1 Notes Renewal Date has occurred and occurred, the related Class A-1 Notes have been paid, extended or otherwise refinanced in full, on each Quarterly Calculation Date, each Co-the Master Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such the immediately following Quarterly Payment Date the Principal Release Amount from such Co-Issuer’s Senior Notes the applicable Principal Payment Account and apply such funds on such Quarterly Payment Date to the extent necessary to pay, in the following order of priority (and any Shortfall Payments in respect thereof shall be paid in accordance with the Allocation Agreement)priority, (A) to the Trustee, unreimbursed Advances (with interest thereon at the Advance Interest Rate), (B) to the Servicer, unreimbursed Advances (with interest thereon at the Advance Interest Rate), (C) unreimbursed Manager Advances (with interest thereon at the Advance Interest Rate), (D) pro rata, Senior Notes Quarterly Interest Amounts and Amounts, Class A-1 Notes Quarterly Commitment Fees Amounts and unpaid Series Hedge Payment Amounts and (E) Senior Subordinated Notes Quarterly Interest Amounts, in each case, after giving effect to other amounts available for payment thereof as described in this Section 5.12. Such Co-The Master Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of the Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xii) thereof. (iii) If no Rapid Amortization Period or Event of Default is continuing, but a any Class A-1 Notes Renewal Date has occurred and the related Class A-1 Notes have not been paid, extended or otherwise refinanced in full, on each Co-Quarterly Calculation Date, the Master Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such the immediately following Quarterly Payment Date the Principal Release Amount from such Co-Issuer’s Senior Notes the applicable Principal Payment Account to the extent necessary to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the such Class A-1 NotesNotes Outstanding, and deposit such funds on such Quarterly Payment Date into the applicable Series Distribution Account for distribution to the holders of the such Class A-1 Notes, pro rata, after giving effect to other amounts available for payment thereof. If the funds on deposit in such Co-Issuer’s Senior Notes Principal Payment Account are insufficient to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, then the Co-Issuers (or their Manager on their respective behalf) will instruct the Trustee in writing (to the extent of funds available) to withdraw an amount equal to any remaining such deficiency from the other Co-Issuer’s Senior Notes Principal Payment Account (following the withdrawal of such other Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes). Each Co-The Master Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of such Co-Issuer’s the Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xii) thereof.

Principal Release Amount. (i) If a Rapid Amortization Event or an Event of Default is continuing, the Principal Release Amount shall remain on deposit in the Senior Notes Principal Payment Accounts and shall be applied in the order set forth in Section 5.12(h)(i) for amounts allocated to the Senior Notes Principal Payment AccountsAccount. (ii) If (x) So long as no Rapid Amortization Event or Event, Event of Default is continuing and (y) if any or Class A-1 Notes Renewal Date has occurred and the related Class A-1 Notes have been paid, extended or otherwise refinanced in fullAmortization Event is continuing, on each Quarterly Calculation Date, each the Co-Issuer Issuers (or the applicable Manager on its their behalf) shall instruct the Trustee in writing to withdraw on such the following Quarterly Payment Date the Principal Release Amount from such Co-Issuer’s the Senior Notes Principal Payment Account and apply such funds on such Quarterly Payment Date to the extent necessary to pay, in the following order of priority (and any Shortfall Payments in respect thereof shall be paid in accordance with the Allocation Agreement)priority, (A) to the Trustee, unreimbursed Advances of the Trustee (with interest thereon at the Advance Interest Ratethereon), (B) to the Servicer, unreimbursed Advances of the Servicer (with interest thereon at the Advance Interest Ratethereon), (C) unreimbursed Manager Advances (with interest thereon at the Advance Interest Ratethereon), (D) pro rata, Senior Notes Quarterly Interest Amounts and Amounts, Class A-1 Notes Commitment Fees Amounts Amounts, and Series Hedge Payment Amounts, and (E) Senior Subordinated Notes Quarterly Interest Amounts, in each case, after giving effect to other amounts available for payment thereof as described in this Section 5.12. Such The Co-Issuer Issuers (or the applicable Manager on its their behalf) shall instruct the Trustee in writing to distribute the remainder of the Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xii) thereofxi). (iii) If no Rapid Amortization Period or Event of Default is continuing, but a Class A-1 Notes Renewal Date has occurred and Amortization Event is continuing, on each Quarterly Calculation Date, the related Class A-1 Notes have not been paid, extended or otherwise refinanced in full, each Co-Issuer Issuers (or the applicable Manager on its their behalf) shall instruct the Trustee in writing to withdraw on such the following Quarterly Payment Date the Principal Release Amount from such Co-Issuer’s the Senior Notes Principal Payment Account to the extent necessary to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, and deposit such funds into the applicable Series Distribution Account for distribution to the holders of the Class A-1 Notes, pro rata, after giving effect to other amounts available for payment thereof. If the funds on deposit in such Co-Issuer’s Senior Notes Principal Payment Account are insufficient to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, then the The Co-Issuers (or their the Manager on their respective behalf) will instruct the Trustee in writing (to the extent of funds available) to withdraw an amount equal to any remaining such deficiency from the other Co-Issuer’s Senior Notes Principal Payment Account (following the withdrawal of such other Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes). Each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of such Co-Issuer’s the Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xii) thereofxi).

Principal Release Amount. (i) If a Rapid Amortization Event Period or an Event of Default is continuing, the each Principal Release Amount shall remain on deposit in the Senior Notes Principal Payment Accounts and shall be applied in the order set forth in Section 5.12(h)(i5.13(d)(i), Section 5.13I(i) for amounts allocated to or Section 5.13(g)(i), as applicable, notwithstanding the Senior Notes exclusion of Principal Payment AccountsRelease Amounts therein. (ii) If (x) So long as no Rapid Amortization Event or Period, Event of Default is continuing and (y) if any or Class A-1 Notes Renewal Date has occurred and the related Class A-1 Notes have been paid, extended or otherwise refinanced in fullAmortization Event is continuing, on each Quarterly Calculation Date, each Co-the Master Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such the related Quarterly Payment Date the any Principal Release Amount from such Co-Issuer’s the Senior Notes Principal Payment Account, Senior Subordinated Notes Principal Payment Account or Subordinated Notes Principal Payment Account, as applicable, and apply such funds on such Quarterly Payment Date to the extent necessary to pay, in the following order of priority (and any Shortfall Payments in respect thereof shall be paid in accordance with the Allocation Agreement)priority, (A) to the Trustee, unreimbursed Advances of the Trustee (with interest thereon at the Advance Interest Rate), (B) to the Servicer, unreimbursed Advances of the Servicer (with interest thereon at the Advance Interest Rate), (C) unreimbursed Manager Advances (with interest thereon at the Advance Interest Rate), (D) pro rata, Senior Notes Quarterly Interest Amounts and Amounts, Class A-1 Notes Quarterly Commitment Fees Amounts Fee Amounts, and (E) Series Hedge Payment Amounts, and I Senior Subordinated Notes Quarterly Interest Amounts, in each case, after giving effect to other amounts available for payment thereof as described in this Section 5.125.13. Such Co-The Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of such Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xi), but excluding (i) priority (xv) in the case of a Principal Release Amount with respect to any Series of Senior Subordinated Notes or (ii) priority (xx) in the case of a Principal Release Amount with respect to any Series of Subordinated Notes. (iii) If no Rapid Amortization Period or Event of Default is continuing, but a Class A-1 Notes Amortization Event is continuing, on each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the related Quarterly Payment Date any Principal Release Amount from the Senior Notes Principal Payment Account, Senior Subordinated Notes Principal Payment Account or Subordinated Notes Principal Payment Account, as applicable, to the extent necessary to pay the Outstanding Principal Amount of the applicable Class A-1 Notes, and deposit such funds into the applicable Series Distribution Account for distribution to the Holders of the applicable Class A-1 Notes, pro rata, after giving effect to other amounts available for payment thereof. The Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of the Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xii) thereof. (iii) If no Rapid Amortization Period or Event of Default is continuingxi), but excluding (i) priority (xv) in the case of a Class A-1 Notes Renewal Date has occurred and the related Class A-1 Notes have not been paid, extended or otherwise refinanced in full, each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such Quarterly Payment Date the Principal Release Amount from such Co-Issuer’s Senior Notes Principal Payment Account to the extent necessary to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, and deposit such funds into the applicable Series Distribution Account for distribution to the holders of the Class A-1 Notes, pro rata, after giving effect to other amounts available for payment thereof. If the funds on deposit in such Co-Issuer’s Senior Notes Principal Payment Account are insufficient to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, then the Co-Issuers (or their Manager on their respective behalf) will instruct the Trustee in writing (to the extent of funds available) to withdraw an amount equal with respect to any remaining such deficiency from Series of Senior Subordinated Notes or (ii) priority (xx) in the other Co-Issuer’s Senior Notes Principal Payment Account (following the withdrawal case of such other Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes). Each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of such Co-Issuer’s a Principal Release Amount, if any, in the priority set forth in the Priority Amount with respect to any Series of Payments, beginning at priority (xii) thereofSubordinated Notes.

Principal Release Amount. (i) If a Rapid Amortization Event Period or an Event of Default is continuing, the each Principal Release Amount shall remain on deposit in the Senior Notes Principal Payment Accounts and shall be applied in the order set forth in Section 5.12(h)(i5.14(d)(i), Section 5.14(e)(i) for amounts allocated to or Section 5.14(g)(i), as applicable, notwithstanding the Senior Notes exclusion of Principal Payment AccountsRelease Amounts therein. (ii) If (x) So long as no Rapid Amortization Event or Period, Event of Default is continuing and (y) if any or Class A-1 Notes Renewal Date has occurred and the related Class A-1 Notes have been paid, extended or otherwise refinanced in fullAmortization Event is continuing, on each Quarterly Calculation Date, each the Co-Issuer Issuers (or the applicable Manager on its their behalf) shall will instruct the Trustee in writing to withdraw on such the next Quarterly Payment Date the any Principal Release Amount from such Co-Issuer’s the Senior Notes Principal Payment Account, Senior Subordinated Notes Principal Payment Account or Subordinated Notes Principal Payment Account, as applicable, and apply such funds on such Quarterly Payment Date to the extent necessary to pay, in the following order of priority (and any Shortfall Payments in respect thereof shall be paid in accordance with the Allocation Agreement)priority, (A) prior to the TrusteeAdvance Funding Effective Date, unreimbursed Advances of the Trustee (with interest thereon at the Advance Interest Rate), (B) prior to the ServicerAdvance Funding Effective Date, unreimbursed Advances of the Servicer (with interest thereon at the Advance Interest Rate), (C) unreimbursed Manager Advances (with interest thereon at the Advance Interest Rate), (D) pro rata, Senior Notes Quarterly Interest Amounts and Amounts, Class A-1 Notes Quarterly Commitment Fees Amounts Amounts, and Series Hedge Payment Amounts, (E) Senior Subordinated Notes Quarterly Interest AmountsAmounts and (F) on and after the Advance Funding Effective Date, unreimbursed Advances of any Advance Funding Provider (with interest thereon at the Advance Interest Rate), in each case, after giving effect to other amounts available for payment thereof as described in this Section 5.125.14. Such The Co-Issuer Issuers (or the applicable Manager on its their behalf) shall instruct the Trustee in writing to distribute the remainder of such Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xi), but excluding (i) priority (xv) in the case of a Principal Release Amount with respect to any Series of Senior Subordinated Notes or (ii) priority (xvii) in the case of a Principal Release Amount with respect to any Series of Subordinated Notes. (iii) If no Rapid Amortization Period or Event of Default is continuing, but a Class A-1 Notes Amortization Event is continuing, on each Quarterly Calculation Date, the Co-Issuers (or the Manager on their behalf) shall instruct the Trustee in writing to withdraw on the next Quarterly Payment Date any Principal Release Amount from the Senior Notes Principal Payment Account, Senior Subordinated Notes Principal Payment Account or Subordinated Notes Principal Payment Account, as applicable, to the extent necessary to pay the Outstanding Principal Amount of the applicable Class A-1 Notes, and deposit such funds into the applicable Series Distribution Account for distribution to the Noteholders of the applicable Class A-1 Notes, pro rata, after giving effect to other amounts available for payment thereof. The Co-Issuers (or the Manager on their behalf) will instruct the Trustee in writing to distribute the remainder of the Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xii) thereof. (iii) If no Rapid Amortization Period or Event of Default is continuingxi), but excluding (i) priority (xv) in the case of a Class A-1 Notes Renewal Date has occurred and the related Class A-1 Notes have not been paid, extended or otherwise refinanced in full, each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such Quarterly Payment Date the Principal Release Amount from such Co-Issuer’s Senior Notes Principal Payment Account to the extent necessary to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, and deposit such funds into the applicable Series Distribution Account for distribution to the holders of the Class A-1 Notes, pro rata, after giving effect to other amounts available for payment thereof. If the funds on deposit in such Co-Issuer’s Senior Notes Principal Payment Account are insufficient to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, then the Co-Issuers (or their Manager on their respective behalf) will instruct the Trustee in writing (to the extent of funds available) to withdraw an amount equal with respect to any remaining such deficiency from Series of Senior Subordinated Notes or (ii) priority (xx) in the other Co-Issuer’s Senior Notes Principal Payment Account (following the withdrawal case of such other Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes). Each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of such Co-Issuer’s a Principal Release Amount, if any, in the priority set forth in the Priority Amount with respect to any Series of Payments, beginning at priority (xii) thereofSubordinated Notes.

Principal Release Amount. (i) If a Rapid Amortization Event or (including an Event of Default Default) is continuing, the Principal Release Amount shall remain on deposit in the Senior Notes applicable Principal Payment Accounts Account and shall be applied in the order set forth in Section 5.12(h)(i) for amounts allocated to the Senior Notes Principal Payment AccountsAccount. (ii) If (x) no Rapid Amortization Event or (including an Event of Default Default) is continuing and (y) if any Class A-1 Notes Renewal Date has occurred and the related Class A-1 Notes have been paid, extended or otherwise refinanced in full, on each Quarterly Calculation Date, each Co-the Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such the immediately following Quarterly Payment Date the Principal Release Amount from such Co-Issuer’s Senior Notes the applicable Principal Payment Account and apply such funds on such Quarterly Payment Date to the extent necessary to pay, in the following order of priority (and any Shortfall Payments in respect thereof shall be paid in accordance with the Allocation Agreement)priority, (A) to the Trustee, unreimbursed Advances (with interest thereon at the Advance Interest Rate), (B) to the Servicer, unreimbursed Advances (with interest thereon at the Advance Interest Rate), (C) unreimbursed Manager Advances (with interest thereon at the Advance Interest Rate), (D) pro rata, Senior Notes Quarterly Interest Amounts and Amounts, Class A-1 Notes Quarterly Commitment Fees Amounts and Series Hedge Payment Amounts and (E) Senior Subordinated Notes Quarterly Interest Amounts, in each case, after giving effect to other amounts available for payment thereof as described in this Section 5.12. Such Co-The Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of the Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xiii) thereof. (iii) If no Rapid Amortization Period (including an Event of Default) is continuing, but any Class A-1 Notes Renewal Date has occurred and the related Class A-1 Notes have not been paid, extended or otherwise refinanced in full, on each Quarterly Calculation Date, the Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the immediately following Quarterly Payment Date the Principal Release Amount from the applicable Principal Payment Account to the extent necessary to pay the Outstanding Principal Amount of such Class A-1 Notes Outstanding, and deposit such funds on such Quarterly Payment Date into the applicable Series Distribution Account for distribution to the holders of such Class A-1 Notes, pro rata, after giving effect to other amounts available for payment thereof. The Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of the Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xii) thereof. (iii) If no Rapid Amortization Period or Event of Default is continuing, but a Class A-1 Notes Renewal Date has occurred and the related Class A-1 Notes have not been paid, extended or otherwise refinanced in full, each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such Quarterly Payment Date the Principal Release Amount from such Co-Issuer’s Senior Notes Principal Payment Account to the extent necessary to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, and deposit such funds into the applicable Series Distribution Account for distribution to the holders of the Class A-1 Notes, pro rata, after giving effect to other amounts available for payment thereof. If the funds on deposit in such Co-Issuer’s Senior Notes Principal Payment Account are insufficient to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, then the Co-Issuers (or their Manager on their respective behalf) will instruct the Trustee in writing (to the extent of funds available) to withdraw an amount equal to any remaining such deficiency from the other Co-Issuer’s Senior Notes Principal Payment Account (following the withdrawal of such other Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes). Each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of such Co-Issuer’s Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xii) thereof.

Principal Release Amount. (i) If a Rapid Amortization Event or an Event of Default is continuing, the Principal Release Amount shall remain on deposit in the Senior Notes Principal Payment Accounts and shall be applied in the order set forth in Section 5.12(h)(i) for amounts allocated to the Senior Notes Principal Payment Accounts. (ii) If (x) no Rapid Amortization Event or Event of Default is continuing and (y) if any Class A-1 Notes Renewal Date has occurred and the related Class A-1 Notes have been paid, extended or otherwise refinanced in full, on each Quarterly Calculation Date, each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such Quarterly Payment Date the Principal Release Amount from such Co-Co- Issuer’s Senior Notes Principal Payment Account and apply such funds on such Quarterly Payment Date to the extent necessary to pay, in the following order of priority (and any Shortfall Payments in respect thereof shall be paid in accordance with the Allocation Agreement), (A) to the Trustee, unreimbursed Advances (with interest thereon at the Advance Interest Rate), (B) to the Servicer, unreimbursed Advances (with interest thereon at the Advance Interest Rate), (C) unreimbursed Manager Advances (with interest thereon at the Advance Interest Rate), (D) pro rata, Senior Notes Quarterly Interest Amounts and Class A-1 Notes Commitment Fees Amounts and (E) Senior Subordinated Notes Quarterly Interest Amounts, in each case, after giving effect to other amounts available for payment thereof as described in this Section 5.12. Such Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of the Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xii) thereof. (iii) If no Rapid Amortization Period or Event of Default is continuing, but a Class A-1 Notes Renewal Date has occurred and the related Class A-1 Notes have not been paid, extended or otherwise refinanced in full, each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such Quarterly Payment Date the Principal Release Amount from such Co-Issuer’s Senior Notes Principal Payment Account to the extent necessary to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, and deposit such funds into the applicable Series Distribution Account for distribution to the holders of the Class A-1 Notes, pro rata, after giving effect to other amounts available for payment thereof. If the funds on deposit in such Co-Issuer’s Senior Notes Principal Payment Account are insufficient to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, then the Co-Issuers (or their Manager on their respective behalf) will instruct the Trustee in writing (to the extent of funds available) to withdraw an amount equal to any remaining such deficiency from the other Co-Co- Issuer’s Senior Notes Principal Payment Account (following the withdrawal of such other Co-Co- Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes). Each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of such Co-Issuer’s Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xii) thereof.

Principal Release Amount. (i) If a Rapid Amortization Event or an Event of Default is continuing, the Principal Release Amount shall remain on deposit in the Senior Notes Principal Payment Accounts and shall be applied in the order set forth in Section 5.12(h)(i) for amounts allocated to the Senior Notes Principal Payment AccountsAccount. (ii) If (x) So long as no Rapid Amortization Event or Event, Event of Default is continuing and (y) if any or Class A-1 Notes Renewal Date has occurred and the related Class A-1 Notes have been paid, extended or otherwise refinanced in fullAmortization Event is continuing, on each Quarterly Calculation Date, each Co-the Master Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such the following Quarterly Payment Date the Principal Release Amount from such Co-Issuer’s the Senior Notes Principal Payment Account and apply such funds on such Quarterly Payment Date to the extent necessary to pay, in the following order of priority (and any Shortfall Payments in respect thereof shall be paid in accordance with the Allocation Agreement)priority, (A) to the Trustee, unreimbursed Advances of the Trustee (with interest thereon at the Advance Interest Rate), (B) to the Servicer, unreimbursed Advances of the Servicer (with interest thereon at the Advance Interest Rate), (C) unreimbursed Manager Advances (with interest thereon at the Advance Interest Rate), (D) pro rata, Senior Notes Quarterly Interest Amounts and Amounts, Class A-1 Notes Quarterly Commitment Fees Amounts Fee Amounts, and Series Hedge Payment Amounts, and (E) Senior Subordinated Notes Quarterly Interest Amounts, in each case, after giving effect to other amounts available for payment thereof as described in this Section 5.12. Such Co-The Master Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of the Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xii) thereofxi). (iii) If no Rapid Amortization Period or Event of Default is continuing, but a Class A-1 Notes Renewal Date has occurred and Amortization Event is continuing, on each Quarterly Calculation Date, the related Class A-1 Notes have not been paid, extended or otherwise refinanced in full, each Co-Master Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such the following Quarterly Payment Date the Principal Release Amount from such Co-Issuer’s the Senior Notes Principal Payment Account to the extent necessary to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, and deposit such funds into the applicable Series Distribution Account for distribution to the holders of the Class A-1 Notes, pro rata, after giving effect to other amounts available for payment thereof. If the funds on deposit in such Co-Issuer’s Senior Notes Principal Payment Account are insufficient to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, then the Co-Issuers (or their Manager on their respective behalf) will instruct the Trustee in writing (to the extent of funds available) to withdraw an amount equal to any remaining such deficiency from the other Co-Issuer’s Senior Notes Principal Payment Account (following the withdrawal of such other Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes). Each Co-The Master Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of such Co-Issuer’s the Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xii) thereofxi).

Principal Release Amount. (i) If a Rapid Amortization Event Period or an Event of Default is continuing, the each Principal Release Amount shall remain on deposit in the Senior Notes Principal Payment Accounts and shall be applied in the order set forth in Section 5.12(h)(i5.12(d)(i), Section 5.12(e)(i) for amounts allocated to or Section 5.12(g)(i), as applicable, notwithstanding the Senior Notes exclusion of Principal Payment AccountsRelease Amounts therein. (ii) If (x) So long as no Rapid Amortization Event or Period, Event of Default is continuing and (y) if any or Class A-1 Notes Renewal Date has occurred and the related Class A-1 Notes have been paid, extended or otherwise refinanced in fullAmortization Event is continuing, on each Quarterly Calculation Date, each Co-the Master Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such the following Quarterly Payment Date the any Principal Release Amount from such Co-Issuer’s the Senior Notes Principal Payment Account, Senior Subordinated Notes Principal Payment Account or Subordinated Notes Principal Payment Account, as applicable, and apply such funds on such Quarterly Payment Date to the extent necessary to pay, in the following order of priority (and any Shortfall Payments in respect thereof shall be paid in accordance with the Allocation Agreement)priority, (A) to the Trustee, unreimbursed Advances of the Trustee (with interest thereon at the Advance Interest Rate), (B) to the Servicer, unreimbursed Advances of the Servicer (with interest thereon at the Advance Interest Rate), (C) unreimbursed Manager Advances (with interest thereon at the Advance Interest Rate), (D) pro rata, Senior Notes Quarterly Interest Amounts and Amounts, Class A-1 Notes Quarterly Commitment Fees Amounts Fee Amounts, and Series Hedge Payment Amounts, and (E) Senior Subordinated Notes Quarterly Interest Amounts, in each case, after giving effect to other amounts available for payment thereof as described in this Section 5.12. Such Co-The Master Issuer shall instruct the Trustee in writing to distribute the remainder of such Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xi), but excluding (i) priority (xv) in the case of a Principal Release Amount with respect to any Series of Senior Subordinated Notes or (ii) priority (xx) in the case of a Principal Release Amount with respect to any Series of Subordinated Notes. (iii) If no Rapid Amortization Period or Event of Default is continuing, but a Class A-1 Notes Amortization Event is continuing, on each Quarterly Calculation Date, the Master Issuer shall instruct the Trustee in writing to withdraw on the following Quarterly Payment Date any Principal Release Amount from the Senior Notes Principal Payment Account, Senior Subordinated Notes Principal Payment Account or Subordinated Notes Principal Payment Account, as applicable, to the extent necessary to pay the Outstanding Principal Amount of the applicable Manager on its behalf) Class A-1 Notes, and deposit such funds into the applicable Series Distribution Account for distribution to the Holders of the applicable Class A-1 Notes, pro rata, after giving effect to other amounts available for payment thereof. The Master Issuer shall instruct the Trustee in writing to distribute the remainder of the Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xii) thereof. (iii) If no Rapid Amortization Period or Event of Default is continuingxi), but excluding (i) priority (xv) in the case of a Class A-1 Notes Renewal Date has occurred and the related Class A-1 Notes have not been paid, extended or otherwise refinanced in full, each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to withdraw on such Quarterly Payment Date the Principal Release Amount from such Co-Issuer’s Senior Notes Principal Payment Account to the extent necessary to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, and deposit such funds into the applicable Series Distribution Account for distribution to the holders of the Class A-1 Notes, pro rata, after giving effect to other amounts available for payment thereof. If the funds on deposit in such Co-Issuer’s Senior Notes Principal Payment Account are insufficient to pay such Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes, then the Co-Issuers (or their Manager on their respective behalf) will instruct the Trustee in writing (to the extent of funds available) to withdraw an amount equal with respect to any remaining such deficiency from Series of Senior Subordinated Notes or (ii) priority (xx) in the other Co-Issuer’s Senior Notes Principal Payment Account (following the withdrawal case of such other Co-Issuer’s Allocable Share of the Outstanding Principal Amount of the Class A-1 Notes). Each Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of such Co-Issuer’s a Principal Release Amount, if any, in the priority set forth in the Priority Amount with respect to any Series of Payments, beginning at priority (xii) thereofSubordinated Notes.