Common use of Senior Notes Interest Payment Account Clause in Contracts

Senior Notes Interest Payment Account. (i) On each Quarterly Calculation Date, the Co-Issuers (or the Manager on their behalf) shall instruct the Trustee in writing on the next Quarterly Payment Date to withdraw the funds allocated to the Senior Notes Interest Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period (or, to the extent necessary to pay any Class A-1 Notes Interest Adjustment Amount, the then-current Quarterly Collection Period), and, if applicable, funds allocated to the Senior Notes Interest Payment Account pursuant to subclause (ii) below, to be paid for the benefit of the Senior Noteholders, up to the accrued and unpaid Senior Notes Quarterly Interest Amount due on such Quarterly Payment Date, sequentially in order of alphanumerical designation and pro rata among each Class of Senior Notes of the same alphanumerical designation based upon the amount of the Senior Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts. Amounts on deposit in the Senior Notes Interest Payment Account as of the Closing Date, if any, shall be deemed to be funds allocated to the Senior Notes Interest Payment Account during the first Quarterly Collection Period after the Closing Date.

Senior Notes Interest Payment Account. (i) On each Quarterly Calculation Date, the Co-Issuers Issuer (or the Manager on their its behalf) shall instruct the Trustee in writing on the next following Quarterly Payment Date Date, after giving effect to any allocations set forth in the Priority of Payments on such date, (i) to withdraw the funds allocated to the Senior Notes Interest Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Fiscal Period (or, to the extent necessary to pay cover any Class A-1 Notes Interest Adjustment Amount, the then-current Quarterly Collection Fiscal Period), and, if applicable, funds allocated ) to be paid to the Senior Notes Interest Payment Account pursuant to subclause (ii) below, to be paid for the benefit of the Senior NoteholdersNotes, up to the accrued and unpaid Senior Notes Quarterly Interest Amount due on such Quarterly Payment DateAmount, sequentially in order of alphanumerical designation and pro rata among each Class of Senior Notes of the same alphanumerical designation based upon the amount of the Senior Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts. Amounts on deposit in Accounts and (ii) if the Senior Notes Interest Payment Account as amount of the Closing Date, if any, shall be deemed to be funds allocated to the Senior Notes Interest Payment Account during referred to in the first foregoing sub-clause (i) is less than the accrued and unpaid Senior Notes Quarterly Collection Interest Amount for the Interest Accrual Period with respect to each Class of Senior Notes ending most recently prior to such Quarterly Payment Date, to withdraw an amount equal to such insufficiency (a “Senior Interest Shortfall”) (to the extent of funds available and pro rata with any Commitment Fees Shortfall) from first, the Subordinated Notes Post-ARD Additional Interest Account, second, the Senior Subordinated Notes Post-ARD Additional Interest Account, third, the Senior Notes Post-ARD Additional Interest Account, fourth, the Subordinated Notes Principal Payment Account, fifth, the Subordinated Notes Interest Payment Account, sixth, the Senior Subordinated Notes Principal Payment Account, seventh, the Cash Trap Reserve Account, eighth, the Senior Subordinated Notes Interest Payment Account and ninth the Senior Notes Principal Payment Account, to be paid to the Senior Notes, up to the accrued and unpaid Senior Notes Quarterly Interest Amount, sequentially in order of alphanumerical designation and pro rata among each Class of Senior Notes of the same alphanumerical designation based upon the amount of the Senior Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the Senior Notes Interest Payment Account for further deposit to the applicable Series Distribution Accounts. On each Quarterly Payment Date, after the Closing Dateapplication of funds under the Priority of Payments, the funds on deposit in the Senior Notes Interest Reserve Account (or, if the funds on deposit in the Senior Notes Interest Reserve Account are insufficient for such purpose, funds available to be drawn under any Interest Reserve Letter of Credit relating to the Senior Notes) shall be applied by the Trustee at the written instruction of the Manager (acting on behalf of the Issuer) to pay, pro rata, any accrued and unpaid Senior Notes Quarterly Interest Amount on the Senior Notes Outstanding and any accrued and unpaid Class A-1 Notes Commitment Fees to the extent that amounts deposited into the applicable Series Distribution Accounts in accordance with the prior sentence are insufficient for such purposes.

Senior Notes Interest Payment Account. (i) On each Quarterly Calculation Date, the Co-Issuers Master Issuer (or the Manager on their its behalf) shall instruct the Trustee in writing pursuant to the related Quarterly Noteholders’ Report on the next related Quarterly Payment Date Date, after giving effect to any allocations set forth in the Priority of Payments on such Quarterly Payment Date, (i) to withdraw the funds allocated to the Senior Notes Interest Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Fiscal Period (or, to the extent necessary to pay any Class A-1 Notes Interest Adjustment Amount, the then-current Quarterly Collection Fiscal Period), and, if applicable, funds allocated ) to be paid to the Senior Notes Interest Payment Account pursuant to subclause (ii) below, to be paid for the benefit of the Senior NoteholdersNotes, up to the accrued and unpaid Senior Notes Quarterly Interest Amount due on such Quarterly Payment DateAmount, sequentially in order of alphanumerical designation and pro rata among each Class of Senior Notes of the same alphanumerical designation (for which purpose any roman-numeral-denominated Tranche within an alphanumerical Class of Notes shall be deemed to have the same alphanumerical priority) based upon the amount of the Senior Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts. Amounts on deposit in Accounts and (ii) if the Senior Notes Interest Payment Account as amount of the Closing Date, if any, shall be deemed to be funds allocated to the Senior Notes Interest Payment Account during referred to in the first foregoing subclause (i) is less than the accrued and unpaid Senior Notes Quarterly Collection Interest Amount for the Interest Accrual Period with respect to each Class of Senior Notes ending most recently prior to such Quarterly Payment Date, to withdraw an amount equal to such insufficiency (a “Senior Interest Shortfall”) (to the extent of funds available and pro rata with any Commitment Fees Shortfall and any Hedge Payment Shortfall) from first, the Subordinated Notes Post-ARD Contingent Additional Interest Account, second, the Senior Subordinated Notes Post-ARD Contingent Additional Interest Account (to the extent of funds on deposit therein), third, the Senior Notes Post-ARD Contingent Additional Interest Account, fourth, the Subordinated Notes Principal Payment Account, fifth, the Subordinated Notes Interest Payment Account, sixth, the Senior Subordinated Notes Principal Payment Account, seventh, the Cash Trap Reserve Account, eighth, the Senior Notes Principal Payment Account, and ninth, the Senior Subordinated Notes Interest Payment Account, to be paid to the Senior Notes, up to the accrued and unpaid Senior Notes Quarterly Interest Amount, sequentially in order of alphanumerical designation and pro rata among each Class of Senior Notes of the same alphanumerical designation (for which purpose any roman-numeral-denominated Tranche within an alphanumerical Class of Notes shall be deemed to have the same alphanumerical priority) based upon the amount of the Senior Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the Senior Notes Interest Payment Account for further deposit to the applicable Series Distribution Accounts. On each Quarterly Payment Date, after the Closing Dateapplication of funds pursuant to this Section 5.12, the funds on deposit in the Senior Notes Interest Reserve Account (or, if the funds on deposit in the Senior Notes Interest Reserve Account are insufficient for such purpose, funds available to be drawn under any Interest Reserve Letter of Credit relating to the Senior Notes) shall be applied by the Trustee at the written instruction of the Manager (acting on behalf of the Co-Issuers) to pay, pro rata, any accrued and unpaid Senior Notes Quarterly Interest Amount on the Senior Notes Outstanding and any accrued and unpaid Class A-1 Notes Quarterly Commitment Fees Amount to the extent that amounts deposited into the applicable Series Distribution Accounts in accordance with the prior sentence are insufficient for such purposes.

Senior Notes Interest Payment Account. On each Accounting Date, after giving effect to the allocations set forth in the Priority of Payments, the Master Issuer shall instruct the Indenture Trustee in writing to withdraw on the following Payment Date: (i) On each Quarterly Calculation Date, the Co-Issuers (or the Manager on their behalf) shall instruct the Trustee in writing on the next Quarterly Payment Date to withdraw the funds allocated to the Senior Notes Interest Payment Account on each Weekly Allocation such Payment Date with respect to the immediately preceding Quarterly Monthly Collection Period (or, to the extent necessary to pay any Class A-1 Notes Interest Adjustment Amount, the then-current Quarterly Collection Period), and, if applicable, funds allocated be paid to the Senior Notes Interest Payment Account pursuant to subclause (ii) below, to be paid for from the benefit of the Senior NoteholdersCollection Account, up to the accrued and unpaid Senior Notes Quarterly Monthly Interest Amount due on such Quarterly Payment DateAmount, sequentially in the order of alphanumerical designation and pro rata among each Class of Senior Notes of the same alphanumerical designation based upon the amount of the Senior Notes Quarterly Interest Amount payable with respect to each such Classpriority set forth in Section 11.5, and deposit such funds into the applicable Series Distribution Accounts. Amounts on deposit in , and (ii) if the Senior Notes Interest Payment Account as amount of the Closing Date, if any, shall be deemed to be funds allocated to the Senior Notes Interest Payment Account during referred to in the first Quarterly Collection immediately preceding clause (i) is less than the accrued and unpaid Senior Notes Monthly Interest Amount for the Interest Accrual Period with respect to each Class of Senior Notes ending most recently prior to such Payment Date, as applicable, an amount equal to the lesser of (A) such insufficiency and (B) after giving effect to the Closing Dateratable manner in which funds are allocated in clause fourth of the Priority of Payments, such ratable portion of the Senior Notes Available Reserve Account Amount which is allocable to pay off the Senior Notes Monthly Interest Amount for such Interest Accrual Period, from first, the Senior Notes Interest Reserve Account, and second, the Cash Trap Reserve Account, to be paid to the Senior Notes, up to the accrued and unpaid Senior Notes Monthly Interest Amount, in the order of priority set forth in Section 11.5 below, and deposit such funds into the applicable Series Distribution Accounts.

Senior Notes Interest Payment Account. (i) On each Quarterly Calculation Date, the Co-Issuers (or the Manager on their behalf) shall instruct the Trustee in writing on the next following Quarterly Payment Date Date, after giving effect to any allocations set forth in the Priority of Payments on such date: (i) to withdraw the funds allocated to the Senior Notes Interest Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period (or, to the extent necessary to pay cover any Class A-1 Notes Interest Adjustment Amount, the then-current Quarterly Collection Period), and, if applicable, funds allocated ) to be paid to the Senior Notes Interest Payment Account pursuant to subclause (ii) below, to be paid for the benefit of the Senior NoteholdersNotes, up to the accrued and unpaid amount of Senior Notes Quarterly Interest Amount due on such Quarterly Payment DateAmount, sequentially in order of alphanumerical designation and pro rata among each Class of Senior Notes of the same alphanumerical designation based upon the amount of the Senior Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts. Amounts on deposit in , and (ii) if the Senior Notes Interest Payment Account as amount of the Closing Date, if any, shall be deemed to be funds allocated to the Senior Notes Interest Payment Account during referred to in sub-clause (i) is less than the first accrued and unpaid Senior Notes Quarterly Collection Interest Amount for the Interest Accrual Period with respect to each Class of Senior Notes ending most recently prior to such Quarterly Payment Date, to withdraw an amount equal to such insufficiency (a “Senior Interest Shortfall”) (to the extent of funds available and pro rata with any Commitment Fees Shortfall and any Hedge Payment Shortfall), from first, the Subordinated Notes Post-ARD Contingent Interest Account, second, the Senior Subordinated Notes Post-ARD Contingent Interest Account, third, the Senior Notes Post-ARD Contingent Interest Account, fourth, the Subordinated Notes Principal Payment Account, fifth, the Subordinated Notes Interest Payment Account, sixth, the Senior Subordinated Notes Principal Payment Account, seventh, the Cash Trap Reserve Account and eighth, the Senior Notes Principal Payment Account, to be paid to the Senior Notes, up to the accrued and unpaid Senior Notes Quarterly Interest Amount, sequentially in order of alphanumerical designation and pro rata among each Class of Senior Notes of the same alphanumerical designation based upon the amount of the Senior Notes Quarterly Interest Amount payable on each such Class, and deposit such funds into the Senior Notes Interest Payment Account for further deposit to the applicable Series Distribution Accounts. On each Quarterly Payment Date, after the Closing Dateapplication of funds under the Priority of Payments, the funds on deposit in the Senior Notes Interest Reserve Account (or, if the funds on deposit in the Senior Notes Interest Reserve Account are insufficient for such purpose, funds available to be drawn under any Interest Reserve Letter of Credit relating to the Senior Notes) shall be applied by the Trustee at the written instruction of the Manager (acting on behalf of the Co-Issuers) to pay, pro rata, any accrued and unpaid Senior Notes Quarterly Interest Amount on the Senior Notes Outstanding and any accrued and unpaid Class A-1 Commitment Fees to the extent that amounts deposited into the applicable Series Distribution Accounts in accordance with the prior sentence are insufficient for such purposes.

Senior Notes Interest Payment Account. (i) On each Quarterly Calculation Date, the Co-Issuers (or the Manager on their behalf) shall instruct the Trustee in writing on the next Quarterly Payment Date to withdraw the funds allocated to the Senior Notes Interest Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period (or, to the extent necessary to pay any Class A-1 Notes Interest Adjustment Amount, the then-current Quarterly Collection Period), and, if applicable, funds allocated to the Senior Notes Interest Payment Account pursuant to subclause (ii) below, to be paid for the benefit of the Senior Noteholders, up to the accrued and unpaid Senior Notes Quarterly Interest Amount due on such Quarterly Payment Date, sequentially in order of alphanumerical designation and pro rata among each Class of Senior Notes of the same alphanumerical designation based upon the amount of the Senior Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts. Amounts on deposit in the Senior Notes Interest Payment Account as of the Closing Amendment Date, if any, shall be deemed to be funds allocated to the Senior Notes Interest Payment Account during the first Quarterly Collection Period after the Closing Amendment Date.

Senior Notes Interest Payment Account. (i) On each Quarterly Calculation Date, the Co-Issuers Issuer (or the Manager on their its behalf) shall instruct the Trustee in writing on the next related Quarterly Payment Date to withdraw the funds allocated to the Senior Notes Interest Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Fiscal Period (or, to the extent necessary to pay any Class A-1 Notes Interest Adjustment Amount, the then-current Quarterly Collection Fiscal Period), and, if applicable, funds allocated to the Senior Notes Interest Payment Account pursuant to subclause (ii) below, to be paid for the benefit of the Senior Noteholders, up to the accrued and unpaid Senior Notes Quarterly Interest Amount due on such Quarterly Payment Date, sequentially in order of alphanumerical designation and pro rata among each Class of Senior Notes of the same alphanumerical designation based upon the amount of the Senior Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts. Amounts on deposit in the Senior Notes Interest Payment Account as of the Closing Date, if any, shall be deemed to be funds allocated to the Senior Notes Interest Payment Account during the first Quarterly Collection Fiscal Period after the Closing Date.

Senior Notes Interest Payment Account. (i) On each Quarterly Calculation Date, the Co-Issuers Issuer (or the Manager on their its behalf) shall instruct the Trustee in writing on the next following Quarterly Payment Date Date, after giving effect to any allocations set forth in the Priority of Payments on such Quarterly Payment Date, (i) to withdraw the funds allocated to the Senior Notes Interest Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Fiscal Period (or, to the extent necessary to pay any Class A-1 Notes Interest Adjustment Amount, the then-current Quarterly Collection Fiscal Period), and, if applicable, funds allocated ) to be paid to the Senior Notes Interest Payment Account pursuant to subclause (ii) below, to be paid for the benefit of the Senior NoteholdersNotes, up to the accrued and unpaid Senior Notes Quarterly Interest Amount due on such Quarterly Payment DateAmount, sequentially in order of alphanumerical designation and pro rata among each Class of Senior Notes of the same alphanumerical designation based upon the amount of the Senior Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts. Amounts on deposit in Accounts and (ii) if the Senior Notes Interest Payment Account as amount of the Closing Date, if any, shall be deemed to be funds allocated to the Senior Notes Interest Payment Account during referred to in the first foregoing subclause (i) is less than the accrued and unpaid Senior Notes Quarterly Collection Interest Amount for the Interest Accrual Period with respect to each Class of Senior Notes ending most recently prior to such Quarterly Payment Date, to withdraw an amount equal to such insufficiency (a “Senior Interest Shortfall”) (to the extent of funds available and pro rata with any Commitment Fees Shortfall and any Hedge Payment Shortfall) from first, the Subordinated Notes Post-ARD Contingent Additional Interest Account, second, the Senior Subordinated Notes Post-ARD Contingent Additional Interest Account, third, the Senior Notes Post-ARD Contingent Additional Interest Account, fourth, the Subordinated Notes Principal Payment Account, fifth, the Subordinated Notes Interest Payment Account, sixth, the Senior Subordinated Notes Principal Payment Account, seventh, the Senior Subordinated Notes Interest Payment Account, eighth, the Senior Notes Principal Payment Account and ninth, the Senior Notes Interest Payment Account, to be paid to the Senior Notes, up to the accrued and unpaid Senior Notes Quarterly Interest Amount, sequentially in order of alphanumerical designation and pro rata among each Class of Senior Notes of the same alphanumerical designation based upon the amount of the Senior Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the Senior Notes Interest Payment Account for further deposit to the applicable Series Distribution Accounts. On each Quarterly Payment Date, after the Closing Dateapplication of funds pursuant to this Section 5.12, the funds on deposit in the Senior Notes Interest Reserve Account (or, if the aggregate funds on deposit in the Senior Notes Interest Reserve Account are insufficient for such purpose or are not required to be maintained because of the issuance of an Interest Reserve Letter of Credit, funds available to be drawn under any Interest Reserve Letter of Credit relating to the Senior Notes) shall be applied by the Trustee at the written instruction of the Manager (acting on behalf of the Issuer) to pay, pro rata, any accrued and unpaid Senior Notes Quarterly Interest Amount on the Senior Notes Outstanding and any accrued and unpaid Class A-1 Notes Quarterly Commitment Fees Amount to the extent that amounts deposited into the applicable Series Distribution Accounts in accordance with the prior sentence are insufficient for such purposes.

Senior Notes Interest Payment Account. (i) On each Quarterly Calculation Date, the Co-Issuers Master Issuer (or the Manager on their its behalf) shall instruct the Trustee in writing to withdraw on the next related Quarterly Payment Date Date, after giving effect to withdraw any allocations set forth in the Priority of Payments on such date, the funds allocated to the Senior Notes Interest Payment Account on each Weekly Interim Allocation Date with respect to the immediately preceding Quarterly Collection Period (or, to the extent necessary to pay cover any Class A-1 Notes Interest Adjustment Amount, the then-current Quarterly Collection Period), and, if applicable, funds allocated to the Senior Notes Interest Payment Account pursuant to subclause (ii) below, to be paid for the benefit of the Holders of the Senior NoteholdersNotes, up to the accrued and unpaid Senior Notes Quarterly Interest Amount due on such Quarterly Payment Date, sequentially in order of alphanumerical designation and pro rata among each Class of Senior Notes of the same alphanumerical designation based upon the amount of the Senior Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts. Amounts on deposit in (ii) If the Senior Notes Interest Payment Account as amount of the Closing Date, if any, shall be deemed to be funds allocated to the Senior Notes Interest Payment Account during referred to in subclause (i) with respect to the first immediately preceding Quarterly Collection Period after is insufficient to pay the Closing Date.accrued and unpaid Senior Notes Quarterly Interest

Senior Notes Interest Payment Account. (i) On each Quarterly Calculation Date, the Co-Issuers Issuer (or the Manager on their its behalf) shall instruct the Trustee in writing on the next following Quarterly Payment Date Date, after giving effect to any allocations set forth in the Priority of Payments on such Quarterly Payment Date, (i) to withdraw the funds allocated to the Senior Notes Interest Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Fiscal Period (or, to the extent necessary to pay any Class A-1 Notes Interest Adjustment Amount, the then-current Quarterly Collection Fiscal Period), and, if applicable, funds allocated ) to be paid to the Senior Notes Interest Payment Account pursuant to subclause (ii) below, to be paid for the benefit of the Senior NoteholdersNotes, up to the accrued and unpaid Senior Notes Quarterly Interest Amount due on such Quarterly Payment DateAmount, sequentially in order of alphanumerical designation and pro rata among each Class of Senior Notes of the same alphanumerical designation (for which purpose any roman-numeral-denominated Tranche within an alphanumerical Class of Notes shall be deemed to have the same alphanumerical priority) based upon the amount of the Senior Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts and (ii) if the amount of funds allocated to the Senior Notes Interest Payment Account referred to in the foregoing subclause (i) is less than the accrued and unpaid Senior Notes Quarterly Interest Amount for the Interest Accrual Period with respect to each Class of Senior Notes ending most recently prior to such Quarterly Payment Date, to withdraw an amount equal to such insufficiency (a “Senior Interest Shortfall”) (to the extent of funds available and pro rata with any Commitment Fees Shortfall and any Hedge Payment Shortfall) from first, the Subordinated Notes Post-ARD Contingent Additional Interest Account, second, the Senior Subordinated Notes Post-ARD Contingent Additional Interest Account (to the extent of funds on deposit therein), third, the Senior Notes Post-ARD Contingent Additional Interest Account, fourth, the Subordinated Notes Principal Payment Account, fifth, the Subordinated Notes Interest Payment Account, sixth, the Senior Subordinated Notes Principal Payment Account, seventh, the Cash Trap Reserve Account, eighth, the Senior Notes Principal Payment Account, and ninth, the Senior Subordinated Notes Interest Payment Account, to be paid to the Senior Notes, up to the accrued and unpaid Senior Notes Quarterly Interest Amount, sequentially in order of alphanumerical designation and pro rata among each Class of Senior Notes of the same alphanumerical designation (for which purpose any roman-numeral-denominated Tranche within an alphanumerical Class of Notes shall be deemed to have the same alphanumerical priority) based upon the amount of the Senior Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the Senior Notes Interest Payment Account for further deposit to the applicable Series Distribution Accounts. Amounts On each Quarterly Payment Date, after the application of funds pursuant to this Section 5.12, the funds on deposit in the Senior Notes Interest Reserve Accounts (or, if the aggregate amount of funds on deposit in the Senior Notes Interest Reserve Accounts are insufficient for such purpose, funds available to be drawn under any Interest Reserve Letter of Credit relating to the Senior Notes issued pursuant to any Class A-1 Note Purchase Agreement for any Series of Class A-1 Notes that may be issued following the Series 2021-1 Closing Date or on and after the 2021 Springing Amendments Implementation Date, by an Eligible Bank in the form of an Eligible Letter of Credit) shall be applied by the Trustee at the written instruction of the Manager (acting on behalf of the Issuer) to pay the following amounts, pro rata according to the amounts then due and payable: (i) the accrued and unpaid Senior Notes Quarterly Interest Amount on each Class of Senior Notes Outstanding to the extent that amounts on deposit in the Senior Notes Interest Payment Account as of are insufficient for such purpose and (ii) the Closing Dateaccrued and unpaid Class A-1 Notes Quarterly Commitment Fees Amount, if any, shall be deemed to be funds allocated to the Senior extent that amounts on deposit in the Class A-1 Notes Interest Commitment Fees Account are insufficient for such purpose, in each case with respect to such Quarterly Payment Account during the first Quarterly Collection Period after the Closing Date.

Senior Notes Interest Payment Account. (i) On each Quarterly Calculation Date, the Co-Issuers Issuer (or the Manager on their its behalf) shall instruct the Trustee in writing on the next following Quarterly Payment Date Date, after giving effect to any allocations set forth in the Priority of Payments on such Quarterly Payment Date, (i) to withdraw the funds allocated to the Senior Notes Interest Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Fiscal Period (or, to the extent necessary to pay any Class A-1 Notes Interest Adjustment Amount, the then-current Quarterly Collection Fiscal Period), and, if applicable, funds allocated ) to be paid to the Senior Notes Interest Payment Account pursuant to subclause (ii) below, to be paid for the benefit of the Senior NoteholdersNotes, up to the accrued and unpaid Senior Notes Quarterly Interest Amount due on such Quarterly Payment DateAmount, sequentially in order of alphanumerical designation and pro rata among each Class of Senior Notes of the same alphanumerical designation (for which purpose any roman-numeral-denominated Tranche within an alphanumerical Class of Notes shall be deemed to have the same alphanumerical priority) based upon the amount of the Senior Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts. Amounts on deposit in Accounts and (ii) if the Senior Notes Interest Payment Account as amount of the Closing Date, if any, shall be deemed to be funds allocated to the Senior Notes Interest Payment Account during referred to in the first foregoing subclause (i) is less than the accrued and unpaid Senior Notes Quarterly Collection Interest Amount for the Interest Accrual Period with respect to each Class of Senior Notes ending most recently prior to such Quarterly Payment Date, to withdraw an amount equal to such insufficiency (a “Senior Interest Shortfall”) (to the extent of funds available and pro rata with any Commitment Fees Shortfall and any Hedge Payment Shortfall) from first, the Subordinated Notes Post-ARD Contingent Additional Interest Account, second, the Senior Subordinated Notes Post-ARD Contingent Additional Interest Account (to the extent of funds on deposit therein), third, the Senior Notes Post-ARD Contingent Additional Interest Account, fourth, the Subordinated Notes Principal Payment Account, fifth, the Subordinated Notes Interest Payment Account, sixth, the Senior Subordinated Notes Principal Payment Account, seventh, the Cash Trap Reserve Account, eighth, the Senior Notes Principal Payment Account, and ninth, the Senior Subordinated Notes Interest Payment Account, to be paid to the Senior Notes, up to the accrued and unpaid Senior Notes Quarterly Interest Amount, sequentially in order of alphanumerical designation and pro rata among each Class of Senior Notes of the same alphanumerical designation (for which purpose any roman-numeral-denominated Tranche within an alphanumerical Class of Notes shall be deemed to have the same alphanumerical priority) based upon the amount of the Senior Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the Senior Notes Interest Payment Account for further deposit to the applicable Series Distribution Accounts. On each Quarterly Payment Date, after the Closing Dateapplication of funds pursuant to this Section 5.12, the funds on deposit in the Senior Notes Interest Reserve Accounts (or, if the aggregate amount of funds on deposit in the Senior Notes Interest Reserve Accounts are insufficient for such purpose, funds available to be drawn under any Interest Reserve Letter of Credit relating to the Senior Notes) shall be applied by the Trustee at the written instruction of the Manager (acting on behalf of the Issuer) to pay, pro rata, any accrued and unpaid Senior Notes Quarterly Interest Amount on the Senior Notes Outstanding and any accrued and unpaid Class A-1 Notes Quarterly Commitment Fees Amount to the extent that amounts deposited into the applicable Series Distribution Accounts in accordance with the prior sentence are insufficient for such purposes.