Common use of Subordinated Notes Interest Payment Account Clause in Contracts

Subordinated Notes Interest Payment Account. (i) To the extent any Series of Subordinated Notes has been issued, on each Quarterly Calculation Date, the Master Issuer shall instruct the Trustee in writing on the following Quarterly Payment Date to withdraw the funds allocated to the Subordinated Notes Interest Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period, and, if applicable, funds allocated to the Subordinated Notes Interest Payment Account pursuant to subclause (ii) below, to be paid for the benefit of the Holders of the Subordinated Notes, up to the accrued and unpaid Subordinated Notes Quarterly Interest Amount, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts. (ii) If the amount of funds allocated to the Subordinated Notes Interest Payment Account referred to in subclause (i) is insufficient to pay the accrued and unpaid Subordinated Notes Quarterly Interest Amount due on such Quarterly Payment Date, then a Quarterly Reallocation Event pursuant to Section 5.12(p) shall be triggered and any funds reallocated as a result thereof into the Subordinated Notes Interest Payment Account shall be distributed in accordance with subclause (i) above. (iii) If the result of (i) the accrued and unpaid Subordinated Notes Quarterly Interest Amounts due on such Quarterly Payment Date over (ii) the amount that shall be available to make payments of interest on the Subordinated Notes in accordance with subclauses (i) and (ii) on such Quarterly Payment Date, is greater than zero (a “Subordinated Notes Quarterly Interest Shortfall”), then such amount available to be distributed on such Quarterly Payment Date to the Subordinated Notes shall be paid to each Class of Subordinated Notes, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class; provided that such reduction shall not be deemed to be a waiver of any default caused by the existence of such Subordinated Notes Quarterly Interest Shortfall. An additional amount of interest may accrue on the Subordinated Notes Quarterly Interest Shortfall for each subsequent Interest Accrual Period until the Subordinated Notes Quarterly Interest Shortfall is paid in full, as specified in the applicable Series Supplement.

Subordinated Notes Interest Payment Account. (i) To the extent any Series of Subordinated Notes has been issued, on On each Quarterly Calculation Date, each Co-Issuer (or the Master Issuer applicable Manager on its behalf) shall instruct the Trustee in writing on the 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 its respective U.S. Dollar-denominated Subordinated Notes Interest Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period, and, if applicable, funds allocated to the Subordinated Notes Interest Payment Account pursuant to subclause (ii) below, Fiscal Period to be paid for the benefit of the Holders of to the Subordinated Notes, up to its Allocable Share of the accrued and unpaid Subordinated Notes Quarterly Interest Amount, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts. Accounts and (ii) If if the amount of funds allocated to the such Co-Issuer’s respective U.S. Dollar-denominated Subordinated Notes Interest Payment Account referred to in subclause the foregoing sub-clause (i) is insufficient to pay less than its Allocable Share of the accrued and unpaid Subordinated Notes Quarterly Interest Amount due on for the Interest Accrual Period with respect to each Class of Subordinated Notes ending most recently prior to such Quarterly Payment DateDate and no Senior Notes or Senior Subordinated Notes are Outstanding, then to withdraw an amount equal to such insufficiency (with respect to each C-Issuer, a “Subordinated Interest Shortfall”) (to the extent of funds available, after giving effect to any payments of higher priority to be made as of such Quarterly Reallocation Event Payment Date from any Collection Account Administrative Account pursuant to Section 5.12(pSections 5.12(a)(ii), 5.12(d)(ii), 5.12(f)(ii), 5.12(h)(iii) shall be triggered and any funds reallocated as a result thereof into 5.12(i)(ii)) from the following U.S. Dollar-denominated Accounts of such Co-Issuer: 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, and fourth, the Subordinated Notes Principal Payment Account shall Account, to be distributed in accordance with subclause (i) above. (iii) If paid to the result of (i) Subordinated Notes, up to the accrued and unpaid Subordinated Notes Quarterly Interest Amounts due on Amount of such Quarterly Payment Date over (ii) the amount that shall be available to make payments of interest on the Subordinated Notes in accordance with subclauses (i) and (ii) on such Quarterly Payment Date, is greater than zero (a “Subordinated Notes Quarterly Interest Shortfall”), then such amount available to be distributed on such Quarterly Payment Date to the Subordinated Notes shall be paid to each Class of Subordinated NotesCo-Issuer, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class; provided that , and deposit such reduction shall not be deemed to be a waiver of any default caused by funds into the existence of such applicable Subordinated Notes Quarterly Interest Shortfall. An additional amount of interest may accrue on the Subordinated Notes Quarterly Interest Shortfall Payment Account for each subsequent Interest Accrual Period until the Subordinated Notes Quarterly Interest Shortfall is paid in full, as specified in further deposit to the applicable Series SupplementDistribution Accounts. If on any Quarterly Calculation Date, the funds on deposit in any Co-Issuer’s U.S. Dollar-denominated Subordinated Notes Interest Payment Account in accordance with the first sentence of this subsection and the amounts deposited into the applicable Series Distribution Account on behalf of such Co-Issuer in accordance with the prior sentence are insufficient to pay such Co-Issuer’s Subordinated Interest Shortfall, then the Co-Issuers (or their Managers 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 U.S. Dollar-denominated Accounts in the order described in the first sentence of this subsection and following the applicable of such sentence to such Accounts of the other Co-Issuer, mutatis mutandis.

Subordinated Notes Interest Payment Account. (i) To the extent any Series of Subordinated Notes has been issued, on On each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing on the 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 Subordinated Notes Interest Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period, and, if applicable, funds allocated to the Subordinated Notes Interest Payment Account pursuant to subclause (ii) below, Fiscal Period to be paid for the benefit of the Holders of to the Subordinated Notes, up to the accrued and unpaid Subordinated Notes Quarterly Interest Amount, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated 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 Subordinated Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts. Accounts and (ii) If if the amount of funds allocated to the Subordinated Notes Interest Payment Account referred to in the foregoing subclause (i) is insufficient to pay less than the accrued and unpaid Subordinated Notes Quarterly Interest Amount due on for the Interest Accrual Period with respect to each Class of Subordinated Notes ending most recently prior to such Quarterly Payment DateDate and no Senior Notes or Senior Subordinated Notes are Outstanding, then a to withdraw an amount equal to such insufficiency (to the extent of funds available, after giving effect to any payments of higher priority to be made as of such Quarterly Reallocation Event Payment Date from any Collection Account Administrative Account pursuant to Section 5.12(pSections 5.12(a)(ii), 5.12(d)(ii), 5.12(f)(ii), 5.12(h)(iii), 5.12(i)(ii) shall be triggered and any funds reallocated as a result thereof into or 5.12(t)(ii)) 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, and fourth, the Subordinated Notes Principal Payment Account shall Account, to be distributed in accordance with subclause (i) above. (iii) If paid to the result of (i) Subordinated Notes, up to the accrued and unpaid Subordinated Notes Quarterly Interest Amounts due on such Quarterly Payment Date over (ii) the amount that shall be available to make payments of interest on the Subordinated Notes in accordance with subclauses (i) and (ii) on such Quarterly Payment Date, is greater than zero (a “Subordinated Notes Quarterly Interest Shortfall”), then such amount available to be distributed on such Quarterly Payment Date to the Subordinated Notes shall be paid to each Class of Subordinated NotesAmount, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated 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 Subordinated Notes Quarterly Interest Amount payable with respect to each such Class; provided that , and deposit such reduction shall not be deemed to be a waiver of any default caused by the existence of such Subordinated Notes Quarterly Interest Shortfall. An additional amount of interest may accrue on funds into the Subordinated Notes Quarterly Interest Shortfall Payment Account for each subsequent Interest Accrual Period until the Subordinated Notes Quarterly Interest Shortfall is paid in full, as specified in further deposit to the applicable Series SupplementDistribution Accounts.

Subordinated Notes Interest Payment Account. (iA) To the extent any Series of Subordinated Notes has been issued, on as set forth in each Quarterly Calculation DateNoteholders’ Report, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing on the following next Quarterly Payment Date to withdraw the funds allocated to deposited in the Subordinated Notes Interest Payment Account on each Weekly Monthly Allocation Date with respect to the immediately preceding Quarterly Collection Period, and, if applicable, funds allocated to the Subordinated Notes Interest Payment Account pursuant to subclause (ii) below, to be paid for the benefit of the Holders of the Subordinated Notes, up to the accrued and unpaid Subordinated Notes Quarterly Interest Amount, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class, and deposit and, in accordance with Section 6.1, remit such funds into the applicable Series Distribution Accounts. (ii) If the amount of funds allocated to the Subordinated Notes Interest Payment Account referred to Noteholders, pro rata in subclause (i) is insufficient to pay the accrued and unpaid accordance with Subordinated Notes Quarterly Interest Amount due to each Subordinated Noteholder on such Quarterly Payment Date, then a Quarterly Reallocation Event pursuant to Section 5.12(p) shall be triggered and any funds reallocated as a result thereof into the Subordinated Notes Interest Payment Account shall be distributed in accordance with subclause (i) above. (iiiB) If If, as determined on any Quarterly Calculation Date, the result of (iA) the accrued and unpaid Subordinated Notes Quarterly Interest Amounts due on such Quarterly Payment Date over (iiB) the amount that shall be available to make payments of interest on the Subordinated Notes in accordance with subclauses subclause (iA) and (ii) above on such Quarterly Payment Date, is greater than zero (a the “Subordinated Notes Quarterly Interest ShortfallShortfall Amount”), then such amount available to be distributed on such Quarterly Payment Date to the Subordinated Notes shall be paid to each Class of Subordinated Notes, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class; provided that such reduction shall not be deemed to be a waiver of any default caused by the existence of such Subordinated Notes Quarterly Interest ShortfallShortfall Amount. An additional amount of interest may accrue on the Subordinated Notes Quarterly Interest Shortfall Amount for each subsequent Interest Accrual Period until the Subordinated Notes Quarterly Interest Shortfall Amount is paid in full, as specified set forth in the applicable Series Supplement.

Subordinated Notes Interest Payment Account. (i) To the extent any Series of Subordinated Notes has been issued, on each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the following 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 Subordinated Notes Interest Payment Account on each Weekly Interim Allocation Date with respect to the immediately preceding Quarterly Collection Period, and, if applicable, funds allocated to the Subordinated Notes Interest Payment Account pursuant to subclause (ii) below, to be paid for the benefit of the Holders of the Subordinated Notes, up to the accrued and unpaid Subordinated Notes Quarterly Interest AmountAmount due on such Quarterly Payment Date, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts. (ii) If the amount of funds allocated to the Subordinated Notes Interest Payment Account referred to in subclause (i) is insufficient to pay the accrued and unpaid Subordinated Notes Quarterly Interest Amount due on such Quarterly Payment Date, then a Quarterly Reallocation Event pursuant to Section 5.12(p5.13(p) shall be triggered and any funds reallocated as a result thereof into the Subordinated Notes Interest Payment Account shall be distributed in accordance with subclause (i) above. (iii) If the result of (i) the accrued and unpaid Subordinated Notes Quarterly Interest Amounts due on such Quarterly Payment Date over (ii) the amount that shall be available to make payments of interest on the Subordinated Notes in accordance with subclauses (i) and (ii) on such Quarterly Payment Date, is greater than zero (a “Subordinated Notes Quarterly Interest Shortfall”), then such amount available to be distributed on such Quarterly Payment Date to the Subordinated Notes shall be paid to each Class of Subordinated Notes, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class; provided that such reduction shall not be deemed to be a waiver of any default caused by the existence of such Subordinated Notes Quarterly Interest Shortfall. An additional amount of interest may accrue on the Subordinated Notes Quarterly Interest Shortfall for each subsequent Interest Accrual Period until the Subordinated Notes Quarterly Interest Shortfall is paid in full, as specified in the applicable Series Supplement.

Subordinated Notes Interest Payment Account. (i) To the extent any Series of Subordinated Notes has been issued, on each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing on the following next Quarterly Payment Date to withdraw the funds allocated to the Subordinated Notes Interest Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Fiscal Period, and, if applicable, funds allocated to the Subordinated Notes Interest Payment Account pursuant to subclause (ii) below, to be paid for the benefit of the Holders of the Subordinated Notes, up to the accrued and unpaid Subordinated Notes Quarterly Interest Amount, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts. (ii) If the amount of funds allocated to the Subordinated Notes Interest Payment Account referred to in subclause (i) is insufficient to pay the accrued and unpaid Subordinated Notes Quarterly Interest Amount due on such Quarterly Payment Date, then a Quarterly Reallocation Event pursuant to Section 5.12(p) shall be triggered and any funds reallocated as a result thereof into the Subordinated Notes Interest Payment Account shall be distributed in accordance with subclause (i) above. (iii) If If, as determined on any Quarterly Calculation Date, the result of (i) the accrued and unpaid Subordinated Notes Quarterly Interest Amounts due on such Quarterly Payment Date over (ii) the amount that shall be available to make payments of interest on the Subordinated Notes in accordance with subclauses (i) and (ii) on such Quarterly Payment Date, is greater than zero (a the “Subordinated Notes Quarterly Interest ShortfallShortfall Amount”), then such amount available to be distributed on such Quarterly Payment Date to the Subordinated Notes shall be paid to each Class of Subordinated Notes, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class; provided that such reduction shall not be deemed to be a waiver of any default caused by the existence of such Subordinated Notes Quarterly Interest ShortfallShortfall Amount. An additional amount of interest may accrue on the Subordinated Notes Quarterly Interest Shortfall Amount for each subsequent Interest Accrual Period until the Subordinated Notes Quarterly Interest Shortfall Amount is paid in full, as specified in the applicable Series Supplement.

Subordinated Notes Interest Payment Account. (iA) To the extent any Series of Subordinated Notes has been issued, on as set forth in each Quarterly Calculation DateNoteholders’ Report, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing on the following next Quarterly Payment Date to withdraw the funds allocated to deposited in the Subordinated Notes Interest Payment Account on each Weekly Monthly Allocation Date with respect to the immediately preceding Quarterly Collection Period, and, if applicable, funds allocated to the Subordinated Notes Interest Payment Account pursuant to subclause (ii) below, to be paid for the benefit of the Holders of the Subordinated Notes, up to the accrued and unpaid Subordinated Notes Quarterly Interest Amount, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class, and deposit and, in accordance with Section 6.1, remit such funds into the applicable Series Distribution Accounts. (ii) If the amount of funds allocated to the Subordinated Notes Interest Payment Account referred to Noteholders, pro rata in subclause (i) is insufficient to pay the accrued and unpaid accordance with Subordinated Notes Quarterly Interest Amount due to each Subordinated Noteholder on such Quarterly Payment Date, then a Quarterly Reallocation Event pursuant to Section 5.12(p) shall be triggered and any funds reallocated as a result thereof into the Subordinated Notes Interest Payment Account shall be distributed in accordance with subclause (i) above. (iiiB) If If, as determined on any Quarterly Calculation Date, the result of (iA) the accrued and unpaid Subordinated Notes Quarterly Interest Amounts due on such Quarterly Payment Date over (iiB) the amount that shall be available to make payments of interest on the Subordinated Notes in accordance with subclauses subclause (i) and (iiA) on such Quarterly Payment Date, is greater than zero (a the “Subordinated Notes Quarterly Interest ShortfallShortfall Amount”), then such amount available to be distributed on such Quarterly Payment Date to the Subordinated Notes shall be paid to each Class of Subordinated Notes, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class; provided that such reduction shall not be deemed to be a waiver of any default caused by the existence of such Subordinated Notes Quarterly Interest ShortfallShortfall Amount. An additional amount of interest may accrue on the Subordinated Notes Quarterly Interest Shortfall Amount for each subsequent Interest Accrual Period until the Subordinated Notes Quarterly Interest Shortfall Amount is paid in full, as specified in the applicable Series Supplement.

Subordinated Notes Interest Payment Account. (i) To the extent any Series of Subordinated Notes has been issued, on On each Quarterly Calculation Date, the Master Issuereach Co-Issuer (or the applicable Manager on its behalf) shall instruct the Trustee in writing on the 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 theits respective U.S. Dollar-denominated Subordinated Notes Interest Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period, and, if applicable, funds allocated to the Subordinated Notes Interest Payment Account pursuant to subclause (ii) below, Fiscal Period to be paid for the benefit of the Holders of to the Subordinated Notes, up to its Allocable Share of the accrued and unpaid Subordinated Notes Quarterly Interest Amount, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts. Accounts and (ii) If if the amount of funds allocated to the thesuch Co-Issuer’s respective U.S. Dollar-denominated Subordinated Notes Interest Payment Account referred to in subclause the foregoing sub-clause (i) is insufficient to pay less than its Allocable Share of the accrued and unpaid Subordinated Notes Quarterly Interest Amount due on for the Interest Accrual Period with respect to each Class of Subordinated Notes ending most recently prior to such Quarterly Payment DateDate and no Senior Notes or Senior Subordinated Notes are Outstanding, then to withdraw an amount equal to such insufficiency (towith respect to each C-Issuer, a “Subordinated Interest Shortfall”) (to the extent of funds available, after giving effect to any payments of higher priority to be made as of such Quarterly Reallocation Event Payment Date from any Collection Account Administrative Account pursuant to Section 5.12(pSections 5.12(a)(ii), 5.12(d)(ii), 5.12(f)(ii), 5.12(h)(iii) shall be triggered and any funds reallocated as a result thereof into 5.12(i)(ii)) from the following U.S. Dollar-denominated Accounts of such Co-Issuer: 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, and fourth, the Subordinated Notes Principal Payment Account shall Account, to be distributed in accordance with subclause (i) above. (iii) If paid to the result of (i) Subordinated Notes, up to the accrued and unpaid Subordinated Notes Quarterly Interest Amounts due on Amount of such Quarterly Payment Date over (ii) the amount that shall be available to make payments of interest on the Subordinated Notes in accordance with subclauses (i) and (ii) on such Quarterly Payment Date, is greater than zero (a “Subordinated Notes Quarterly Interest Shortfall”), then such amount available to be distributed on such Quarterly Payment Date to the Subordinated Notes shall be paid to each Class of Subordinated NotesCo-Issuer, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class; provided that , and deposit such reduction shall not be deemed to be a waiver of any default caused by funds into the existence of such applicable Subordinated Notes Quarterly Interest Shortfall. An additional amount of interest may accrue on the Subordinated Notes Quarterly Interest Shortfall Payment Account for each subsequent Interest Accrual Period until the Subordinated Notes Quarterly Interest Shortfall is paid in full, as specified in further deposit to the applicable Series SupplementDistribution Accounts. If on any Quarterly Calculation Date, the funds on deposit in any Co-Issuer’s U.S. Dollar-denominated Subordinated Notes Interest Payment Account in accordance with the first sentence of this subsection and the amounts deposited into the applicable Series Distribution Account on behalf of such Co-Issuer in accordance with the prior sentence are insufficient to pay such Co-Issuer’s Subordinated Interest Shortfall, then the Co-Issuers (or their Managers 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 U.S. Dollar-denominated Accounts in the order described in the first sentence of this subsection and following the applicable of such sentence to such Accounts of the other Co-Issuer, mutatis mutandis.

Subordinated Notes Interest Payment Account. (i) To the extent any Series of Subordinated Notes has been issued, on each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the following 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 Subordinated Notes Interest Payment Account on each Weekly Interim Allocation Date with respect to the immediately preceding Quarterly Collection Period, and, if applicable, funds allocated to the Subordinated Notes Interest Payment Account pursuant to subclause (ii) below, to be paid for the benefit of the Holders of the Subordinated Notes, up to the accrued and unpaid Subordinated Notes Quarterly Interest AmountAmount due on such Quarterly Payment Date, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts. (ii) If the amount of funds allocated to the Subordinated Notes Interest Payment Account referred to in subclause (i) is insufficient to pay the accrued and unpaid Subordinated Notes Quarterly Interest Amount due on such Quarterly Payment Date, then a Quarterly Reallocation Event pursuant to Section 5.12(p5.13(p) shall be triggered and any funds reallocated as a result thereof into the Subordinated Notes Interest Payment Account shall be distributed in accordance with subclause (i) above. (iii) If the result of (i) the accrued and unpaid Subordinated Notes Quarterly Interest Amounts due on such Quarterly Payment Date over (ii) the amount that shall be available to make payments of interest on the Subordinated Notes in accordance with subclauses (i) and (ii) on such Quarterly Payment Date, is greater than zero (a “Subordinated Notes Quarterly Interest Shortfall”), then such amount available to be distributed on such Quarterly Payment Date to the Subordinated Notes shall be paid to each Class of Subordinated Notes, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class; provided that such reduction shall not be deemed to be a waiver of any default caused by the existence of such Subordinated Notes Quarterly Interest Shortfall. An additional amount of interest may accrue on the Subordinated Notes Quarterly Interest Shortfall for each subsequent Interest Accrual Period until the Subordinated Notes Quarterly Interest Shortfall is paid in full, as specified in the applicable Series Supplement.the

Subordinated Notes Interest Payment Account. (i) To the extent any Series of Subordinated Notes has been issued, on each Quarterly Calculation Date, the Master Issuer Co-Issuers (or the Manager on their behalf) shall instruct the Trustee in writing on the following next Quarterly Payment Date to withdraw the funds allocated to the Subordinated Notes Interest Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period, and, if applicable, funds allocated to the Subordinated Notes Interest Payment Account pursuant to subclause (ii) below, to be paid for the benefit of the Holders of the Subordinated Notes, up to the accrued and unpaid Subordinated Notes Quarterly Interest Amount, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts. (ii) If the amount of funds allocated to the Subordinated Notes Interest Payment Account referred to in subclause (i) is insufficient to pay the accrued and unpaid Subordinated Notes Quarterly Interest Amount due on such Quarterly Payment Date, then a Quarterly Reallocation Event pursuant to Section 5.12(p5.14(p) shall be triggered and any funds reallocated as a result thereof into the Subordinated Notes Interest Payment Account shall be distributed in accordance with subclause (i) above. (iii) If If, as determined on any Quarterly Calculation Date, the result of (i) the accrued and unpaid Subordinated Notes Quarterly Interest Amounts due on such Quarterly Payment Date over (ii) the amount that shall be available to make payments of interest on the Subordinated Notes in accordance with subclauses (i) and (ii) on such Quarterly Payment Date, is greater than zero (a the “Subordinated Notes Quarterly Interest ShortfallShortfall Amount”), then such amount available to be distributed on such Quarterly Payment Date to the Subordinated Notes shall be paid to each Class of Subordinated Notes, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class; provided that such reduction shall not be deemed to be a waiver of any default caused by the existence of such Subordinated Notes Quarterly Interest ShortfallShortfall Amount. An additional amount of interest may accrue on the Subordinated Notes Quarterly Interest Shortfall Amount for each subsequent Interest Accrual Period until the Subordinated Notes Quarterly Interest Shortfall Amount is paid in full, as specified in the applicable Series Supplement.

Subordinated Notes Interest Payment Account. (i) To the extent any Series of Subordinated Notes has been issued, on On each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing on the 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 Subordinated Notes Interest Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period, and, if applicable, funds allocated to the Subordinated Notes Interest Payment Account pursuant to subclause (ii) below, Fiscal Period to be paid for the benefit of the Holders of to the Subordinated Notes, up to the accrued and unpaid Subordinated Notes Quarterly Interest Amount, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts. Accounts and (ii) If if the amount of funds allocated to the Subordinated Notes Interest Payment Account referred to in subclause the foregoing sub-clause (i) is insufficient to pay less than the accrued and unpaid Subordinated Notes Quarterly Interest Amount due on for the Interest Accrual Period with respect to each Class of Subordinated Notes ending most recently prior to such Quarterly Payment DateDate and no Senior Notes or Senior Subordinated Notes are Outstanding, then a to withdraw an amount equal to such insufficiency (to the extent of funds available, after giving effect to any payments of higher priority to be made as of such Quarterly Reallocation Event Payment Date from any Collection Account Administrative Account pursuant to Section 5.12(pSections 5.12(a)(ii), 5.12(d)(ii), 5.12(f)(ii), 5.12(h)(iii) shall be triggered and any funds reallocated as a result thereof into 5.12(i)(ii)) 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, and fourth, the Subordinated Notes Principal Payment Account shall Account, to be distributed in accordance with subclause (i) above. (iii) If paid to the result of (i) Subordinated Notes, up to the accrued and unpaid Subordinated Notes Quarterly Interest Amounts due on such Quarterly Payment Date over (ii) the amount that shall be available to make payments of interest on the Subordinated Notes in accordance with subclauses (i) and (ii) on such Quarterly Payment Date, is greater than zero (a “Subordinated Notes Quarterly Interest Shortfall”), then such amount available to be distributed on such Quarterly Payment Date to the Subordinated Notes shall be paid to each Class of Subordinated NotesAmount, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class; provided that , and deposit such reduction shall not be deemed to be a waiver of any default caused by the existence of such Subordinated Notes Quarterly Interest Shortfall. An additional amount of interest may accrue on funds into the Subordinated Notes Quarterly Interest Shortfall Payment Account for each subsequent Interest Accrual Period until the Subordinated Notes Quarterly Interest Shortfall is paid in full, as specified in further deposit to the applicable Series SupplementDistribution Accounts.

Subordinated Notes Interest Payment Account. (i) To the extent any Series of Subordinated Notes has been issued, on each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing on the 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 Subordinated Notes Interest Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period, and, if applicable, funds allocated to the Subordinated Notes Interest Payment Account pursuant to subclause (ii) below, Period to be paid for the benefit of the Holders of to the Subordinated Notes, up to the accrued and unpaid amount of Subordinated Notes Quarterly Interest Amount, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts. , and (ii) If if the amount of funds allocated to the Subordinated Notes Interest Payment Account referred to in subclause sub-clause (i) is insufficient to pay less than the accrued and unpaid Subordinated Notes Quarterly Interest Amount due on for the Interest Accrual Period with respect to each Class of Subordinated Notes ending most recently prior to such Quarterly Payment DateDate and no Senior Notes or Senior Subordinated Notes are Outstanding, then a to withdraw an amount equal to such insufficiency (to the extent of funds available, after giving effect to any payments of higher priority to be made as of such Quarterly Reallocation Event Payment Date from any Collection Account Administrative Account pursuant to Section 5.12(pSections 5.12(a)(ii), 5.12(d)(ii), 5.12(f)(ii), 5.12(h)(iii), 5.12(i)(ii) shall be triggered and any funds reallocated as a result thereof into or 5.12(s)) 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, and fourth, the Subordinated Notes Principal Payment Account shall Account, to be distributed in accordance with subclause (i) above. (iii) If paid to the result of (i) Subordinated Notes up to the accrued and unpaid Subordinated Notes Quarterly Interest Amounts due on such Quarterly Payment Date over (ii) the amount that shall be available to make payments of interest on the Subordinated Notes in accordance with subclauses (i) and (ii) on such Quarterly Payment Date, is greater than zero (a “Subordinated Notes Quarterly Interest Shortfall”), then such amount available to be distributed on such Quarterly Payment Date to the Subordinated Notes shall be paid to each Class of Subordinated NotesAmount, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to on each such Class; provided that , and deposit such reduction shall not be deemed to be a waiver of any default caused by the existence of such Subordinated Notes Quarterly Interest Shortfall. An additional amount of interest may accrue on funds into the Subordinated Notes Quarterly Interest Shortfall Payment Account for each subsequent Interest Accrual Period until the Subordinated Notes Quarterly Interest Shortfall is paid in full, as specified in further deposit to the applicable Series SupplementDistribution Accounts.

Subordinated Notes Interest Payment Account. (i) To the extent any Series of Subordinated Notes has been issued, on On each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing on the 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 Subordinated Notes Interest Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period, and, if applicable, funds allocated to the Subordinated Notes Interest Payment Account pursuant to subclause (ii) below, Fiscal Period to be paid for the benefit of the Holders of to the Subordinated Notes, up to the accrued and unpaid Subordinated Notes Quarterly Interest Amount, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts. Accounts and (ii) If if the amount of funds allocated to the Subordinated Notes Interest Payment Account referred to in the foregoing subclause (i) is insufficient to pay less than the accrued and unpaid Subordinated Notes Quarterly Interest Amount due on for the Interest Accrual Period with respect to each Class of Subordinated Notes ending most recently prior to such Quarterly Payment DateDate and no Senior Notes or Senior Subordinated Notes are Outstanding, then a to withdraw an amount equal to such insufficiency (to the extent of funds available, after giving effect to any payments of higher priority to be made as of such Quarterly Reallocation Event Payment Date from any Collection Account Administrative Account pursuant to Section 5.12(pSections 5.12(a)(ii), 5.12(d)(ii), 5.12(f)(ii), 5.12(h)(ii), 5.12(i)(ii) shall be triggered and any funds reallocated as a result thereof into or 5.12(t)(ii)) 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, and fourth, the Subordinated Notes Principal Payment Account shall Account, to be distributed in accordance with subclause (i) above. (iii) If paid to the result of (i) Subordinated Notes, up to the accrued and unpaid Subordinated Notes Quarterly Interest Amounts due on such Quarterly Payment Date over (ii) the amount that shall be available to make payments of interest on the Subordinated Notes in accordance with subclauses (i) and (ii) on such Quarterly Payment Date, is greater than zero (a “Subordinated Notes Quarterly Interest Shortfall”), then such amount available to be distributed on such Quarterly Payment Date to the Subordinated Notes shall be paid to each Class of Subordinated NotesAmount, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class; provided that , and deposit such reduction shall not be deemed to be a waiver of any default caused by the existence of such Subordinated Notes Quarterly Interest Shortfall. An additional amount of interest may accrue on funds into the Subordinated Notes Quarterly Interest Shortfall Payment Account for each subsequent Interest Accrual Period until the Subordinated Notes Quarterly Interest Shortfall is paid in full, as specified in further deposit to the applicable Series SupplementDistribution Accounts.

Subordinated Notes Interest Payment Account. (i) To the extent any Series of Subordinated Notes has been issued, on each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the following 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 Subordinated Notes Interest Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period, and, if applicable, funds allocated to the Subordinated Notes Interest Payment Account pursuant to subclause (ii) below, to be paid for the benefit of the Holders of the Subordinated Notes, up to the accrued and unpaid Subordinated Notes Quarterly Interest AmountAmount due on such Quarterly Payment Date, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts. (ii) If the amount of funds allocated to the Subordinated Notes Interest Payment Account referred to in subclause (i) is insufficient to pay the accrued and unpaid Subordinated Notes Quarterly Interest Amount due on such Quarterly Payment Date, then a Quarterly Reallocation Event pursuant to Section 5.12(p5.14(p) shall be triggered and any funds reallocated as a result thereof into the Subordinated Notes Interest Payment Account shall be distributed in accordance with subclause (i) above. (iii) If the result of (i) the accrued and unpaid Subordinated Notes Quarterly Interest Amounts due on such Quarterly Payment Date over (ii) the amount that shall be available to make payments of interest on the Subordinated Notes in accordance with subclauses (i) and (ii) on such Quarterly Payment Date, is greater than zero (a “Subordinated Notes Quarterly Interest Shortfall”), then such amount available to be distributed on such Quarterly Payment Date to the Subordinated Notes shall be paid to each Class of Subordinated Notes, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class; provided that such reduction shall not be deemed to be a waiver of any default caused by the existence of such Subordinated Notes Quarterly Interest Shortfall. An additional amount of interest may accrue on the Subordinated Notes Quarterly Interest Shortfall for each subsequent Interest Accrual Period until the Subordinated Notes Quarterly Interest Shortfall is paid in full, as specified in the applicable Series Supplement.

Subordinated Notes Interest Payment Account. (i) To the extent any Series of Subordinated Notes has been issued, on On each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing pursuant to the related Quarterly Noteholders’ Report on the following 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 Subordinated Notes Interest Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period, and, if applicable, funds allocated to the Subordinated Notes Interest Payment Account pursuant to subclause (ii) below, Fiscal Period to be paid for the benefit of the Holders of to the Subordinated Notes, up to the accrued and unpaid Subordinated Notes Quarterly Interest Amount, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated 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 Subordinated Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts. Accounts and (ii) If if the amount of funds allocated to the Subordinated Notes Interest Payment Account referred to in the foregoing subclause (i) is insufficient to pay less than the accrued and unpaid Subordinated Notes Quarterly Interest Amount due on for the Interest Accrual Period with respect to each Class of Subordinated Notes ending most recently prior to such Quarterly Payment DateDate and no Senior Notes or Senior Subordinated Notes are Outstanding, then a to withdraw an amount equal to such insufficiency (to the extent of funds available, after giving effect to any payments of higher priority to be made as of such Quarterly Reallocation Event Payment Date from any Collection Account Administrative Account pursuant to Section 5.12(pSections 5.12(a)(ii), 5.12(d)(ii), 5.12(f)(ii), 5.12(h)(iii), 5.12(i)(ii) shall be triggered and any funds reallocated as a result thereof into or 5.12(t)(ii)) 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, and fourth, the Subordinated Notes Principal Payment Account shall Account, to be distributed in accordance with subclause (i) above. (iii) If paid to the result of (i) Subordinated Notes, up to the accrued and unpaid Subordinated Notes Quarterly Interest Amounts due on such Quarterly Payment Date over (ii) the amount that shall be available to make payments of interest on the Subordinated Notes in accordance with subclauses (i) and (ii) on such Quarterly Payment Date, is greater than zero (a “Subordinated Notes Quarterly Interest Shortfall”), then such amount available to be distributed on such Quarterly Payment Date to the Subordinated Notes shall be paid to each Class of Subordinated NotesAmount, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated 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 Subordinated Notes Quarterly Interest Amount payable with respect to each such Class; provided that , and deposit such reduction shall not be deemed to be a waiver of any default caused by the existence of such Subordinated Notes Quarterly Interest Shortfall. An additional amount of interest may accrue on funds into the Subordinated Notes Quarterly Interest Shortfall Payment Account for each subsequent Interest Accrual Period until the Subordinated Notes Quarterly Interest Shortfall is paid in full, as specified in further deposit to the applicable Series SupplementDistribution Accounts.

Subordinated Notes Interest Payment Account. (i) To the extent any Series of Subordinated Notes has been issued, on On each Quarterly Calculation Date, each Co-Issuer (or the Master Issuer applicable Manager on its behalf) shall instruct the Trustee in writing on the 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 its respective U.S. Dollar-denominated Subordinated Notes Interest Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period, and, if applicable, funds allocated to the Subordinated Notes Interest Payment Account pursuant to subclause (ii) below, Fiscal Period to be paid for the benefit of the Holders of to the Subordinated Notes, up to its Allocable Share of the accrued and unpaid Subordinated Notes Quarterly Interest Amount, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts. Accounts and (ii) If if the amount of funds allocated to the such Co-Issuer’s respective U.S. Dollar-denominated Subordinated Notes Interest Payment Account referred to in subclause the foregoing sub-clause (i) is insufficient to pay less than its Allocable Share of the accrued and unpaid Subordinated Notes Quarterly Interest Amount due on for the Interest Accrual Period with respect to each Class of Subordinated Notes ending most recently prior to such Quarterly Payment DateDate and no Senior Notes or Senior Subordinated Notes are Outstanding, then to withdraw an amount equal to such insufficiency (with respect to each C-Issuer, a “Subordinated Interest Shortfall”) (to the extent of funds available, after giving effect to any payments of higher priority to be made as of such Quarterly Reallocation Event Payment Date from any Collection Account Administrative Account pursuant to Section 5.12(pSections 5.12(a)(ii), 5.12(d)(ii), 5.12(f)(ii), 5.12(h)(iii) shall be triggered and any funds reallocated as a result thereof into 5.12(i)(ii)) from the following U.S. Dollar-denominated Accounts of such Co-Issuer: 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, and fourth, the Subordinated Notes Principal Payment Account shall Account, to be distributed in accordance with subclause (i) above. (iii) If paid to the result of (i) Subordinated Notes, up to the accrued and unpaid Subordinated Notes Quarterly Interest Amounts due on Amount of such Quarterly Payment Date over (ii) the amount that shall be available to make payments of interest on the Subordinated Notes in accordance with subclauses (i) and (ii) on such Quarterly Payment Date, is greater than zero (a “Subordinated Notes Quarterly Interest Shortfall”), then such amount available to be distributed on such Quarterly Payment Date to the Subordinated Notes shall be paid to each Class of Subordinated NotesCo-Issuer, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class; provided that , and deposit such reduction shall not be deemed to be a waiver of any default caused by funds into the existence of such applicable Subordinated Notes Quarterly Interest Shortfall. An additional amount of interest may accrue on the Subordinated Notes Quarterly Interest Shortfall Payment Account for each subsequent Interest Accrual Period until the Subordinated Notes Quarterly Interest Shortfall is paid in full, as specified in further deposit to the applicable Series SupplementDistribution Accounts. If on any Quarterly Calculation Date, the funds on deposit in any Co-Issuer’s U.S. Dollar-denominated Subordinated Notes Interest Payment Account in accordance with the first sentence of this subsection and the amounts deposited into the applicable Series Distribution Account on behalf of such Co-Issuer in accordance with the prior sentence are insufficient to pay such Co-Issuer’s Subordinated Interest Shortfall, then the Co-Issuers (or their Managers 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 U.S. Dollar-denominated Accounts in the order described in the first sentence of this subsection and following the applicable of such sentence to such Accounts of the other Co-Issuer, mutatis mutandis.

Subordinated Notes Interest Payment Account. (i) To the extent any Series of Subordinated Notes has been issued, on each Quarterly Calculation Date, the Master Issuer Co-Issuers (or the Manager on their behalf) shall instruct the Trustee in writing on the following next Quarterly Payment Date to withdraw the funds allocated to the Subordinated Notes Interest Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period, and, if applicable, funds allocated to the Subordinated Notes Interest Payment Account pursuant to subclause (ii) below, to be paid for the benefit of the Holders of the Subordinated Notes, up to the accrued and unpaid Subordinated Notes Quarterly Interest Amount, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts. (ii) If the amount of funds allocated to the Subordinated Notes Interest Payment Account referred to in subclause (i) is insufficient to pay the accrued and unpaid Subordinated Notes Quarterly Interest Amount due on such Quarterly Payment Date, then a Quarterly Reallocation Event pursuant to Section 5.12(p5.11(p) shall be triggered and any funds reallocated as a result thereof into the Subordinated Notes Interest Payment Account shall be distributed in accordance with subclause (i) above. (iii) If If, as determined on any Quarterly Calculation Date, the result of (i) the accrued and unpaid Subordinated Notes Quarterly Interest Amounts due on such Quarterly Payment Date over (ii) the amount that shall be available to make payments of interest on the Subordinated Notes in accordance with subclauses (i) and (ii) on such Quarterly Payment Date, is greater than zero (a the “Subordinated Notes Quarterly Interest ShortfallShortfall Amount”), then such amount available to be distributed on such Quarterly Payment Date to the Subordinated Notes shall be paid to each Class of Subordinated Notes, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class; provided that such reduction shall not be deemed to be a waiver of any default caused by the existence of such Subordinated Notes Quarterly Interest ShortfallShortfall Amount. An additional amount of interest may accrue on the Subordinated Notes Quarterly Interest Shortfall Amount for each subsequent Interest Accrual Period until the Subordinated Notes Quarterly Interest Shortfall Amount is paid in full, as specified in the applicable Series Supplement.

Subordinated Notes Interest Payment Account. (i) To On each Accounting Date, after giving effect to the extent any Series allocations set forth in the Priority of Subordinated Notes has been issued, on each Quarterly Calculation DatePayments, the Master Issuer shall instruct the Indenture Trustee in writing to withdraw on the following Quarterly Payment Date to withdraw Date: (i) the funds allocated to the Subordinated Notes Interest Payment Account on each Weekly Allocation such Payment Date with respect to the immediately preceding Quarterly Monthly Collection PeriodPeriod to be paid to each Class of Subordinated Notes from the Collection Account, andup to the accrued and unpaid Subordinated Notes Monthly Interest Amount with respect to each such Class of Subordinated Notes in the order of priority set forth in Section 10.1(b), and deposit such funds into the applicable Series Distribution Accounts and (ii) if applicable, the amount of funds allocated to the Subordinated Notes Interest Payment Account on each Payment Date with respect to the immediately preceding Monthly Collection Period referred to in the immediately preceding clause (i) is less than the accrued and unpaid Subordinated Notes Monthly Interest Amount for the Interest Accrual Period ending most recently prior to such Payment Date and no Senior Notes are Outstanding and there are no amounts due but unpaid to any Insurer or Hedge Counterparty, if any, the amounts on deposit in the Cash Trap Reserve Account (after giving effect to any payments made from the Cash Trap Reserve Account pursuant to subclause (iiSections 11.1(a)(ii), 11.1(b)(ii), 11.1(c)(ii) belowor 11.1(e)(ii)), if any, to be paid for the benefit to each applicable Class of the Holders of the Subordinated Notes, up to the accrued and unpaid Subordinated Notes Quarterly Monthly Interest Amount, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes after giving effect to the application of the same alphanumerical designation based upon the amount of amounts on deposit in the Subordinated Notes Quarterly Interest Amount payable with respect Payment Account referred to each such Classin the immediately preceding clause (i), in the order of priority set forth in Section 11.5, and deposit such funds into the applicable Series Distribution Accounts. (ii) If the amount of funds allocated to the Subordinated Notes Interest Payment Account referred to in subclause (i) is insufficient to pay the accrued and unpaid Subordinated Notes Quarterly Interest Amount due on such Quarterly Payment Date, then a Quarterly Reallocation Event pursuant to Section 5.12(p) shall be triggered and any funds reallocated as a result thereof into the Subordinated Notes Interest Payment Account shall be distributed in accordance with subclause (i) above. (iii) If the result of (i) the accrued and unpaid Subordinated Notes Quarterly Interest Amounts due on such Quarterly Payment Date over (ii) the amount that shall be available to make payments of interest on the Subordinated Notes in accordance with subclauses (i) and (ii) on such Quarterly Payment Date, is greater than zero (a “Subordinated Notes Quarterly Interest Shortfall”), then such amount available to be distributed on such Quarterly Payment Date to the Subordinated Notes shall be paid to each Class of Subordinated Notes, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class; provided that such reduction shall not be deemed to be a waiver of any default caused by the existence of such Subordinated Notes Quarterly Interest Shortfall. An additional amount of interest may accrue on the Subordinated Notes Quarterly Interest Shortfall for each subsequent Interest Accrual Period until the Subordinated Notes Quarterly Interest Shortfall is paid in full, as specified in the applicable Series Supplement.

Subordinated Notes Interest Payment Account. (i) To the extent any Series of Subordinated Notes has been issued, on each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the following 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 Subordinated Notes Interest Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period, and, if applicable, funds allocated to the Subordinated Notes Interest Payment Account pursuant to subclause (ii) below, to be paid for the benefit of the Holders of the Subordinated Notes, up to the accrued and unpaid Subordinated Notes Quarterly Interest AmountAmount due on such Quarterly Payment Date, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts. (ii) If the amount of funds allocated to the Subordinated Notes Interest Payment Account referred to in subclause (i) is insufficient to pay the accrued and unpaid Subordinated Notes Quarterly Interest Amount due on such Quarterly Payment Date, then a Quarterly Reallocation Event pursuant to Section 5.12(p5.13(p) shall be triggered and any funds reallocated as a result thereof into the Subordinated Notes Interest Payment Account shall be distributed in accordance with subclause (i) above. (iii) If the result of (i) the accrued and unpaid Subordinated Notes Quarterly Interest Amounts due on such Quarterly Payment Date over (ii) the amount that shall be available to make payments of interest on the Subordinated Notes in accordance with subclauses (i) and (ii) on such Quarterly Payment Date, is greater than zero (a “Subordinated Notes Quarterly Interest Shortfall”), then such amount available to be distributed on such Quarterly Payment Date to the Subordinated Notes shall be paid to each Class of Subordinated Notes, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class; provided that such reduction shall not be deemed to be a waiver of any default caused by the existence of such Subordinated Notes Quarterly Interest Shortfall. An additional amount of interest may accrue on the Subordinated Notes Quarterly Interest Shortfall for each subsequent Interest Accrual Period until the Subordinated Notes Quarterly Interest Shortfall is paid in full, as specified in the applicable Series SupplementSupplement for such Series.

Subordinated Notes Interest Payment Account. (i) To the extent any Series of Subordinated Notes has been issued, on On each Quarterly Calculation Date, the Master Issuer Co-Issuers (or the Manager on their behalf) shall instruct the Trustee in writing on the 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 Subordinated Notes Interest Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period, and, if applicable, funds allocated to the Subordinated Notes Interest Payment Account pursuant to subclause (ii) below, Period to be paid for the benefit of the Holders of to the Subordinated Notes, up to the accrued and unpaid amount of Subordinated Notes Quarterly Interest Amount, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts. , and (ii) If if the amount of funds allocated to the Subordinated Notes Interest Payment Account referred to in subclause sub-clause (i) is insufficient to pay less than the accrued and unpaid Subordinated Notes Quarterly Interest Amount due on for the Interest Accrual Period with respect to each Class of Subordinated Notes ending most recently prior to such Quarterly Payment DateDate and no Senior Notes or Senior Subordinated Notes are Outstanding, then a to withdraw an amount equal to such insufficiency (to the extent of funds available, after giving effect to any payments of higher priority to be made as of such Quarterly Reallocation Event Payment Date from any Collection Account Administrative Account pursuant to Section 5.12(pSections 5.12(a)(ii), 5.12(d)(ii), 5.12(f)(ii), 5.12(h)(iii), 5.12(i)(ii) shall be triggered and any funds reallocated as a result thereof into or 5.12(s)) 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, and fourth, the Subordinated Notes Principal Payment Account shall Account, to be distributed in accordance with subclause (i) above. (iii) If paid to the result of (i) Subordinated Notes up to the accrued and unpaid Subordinated Notes Quarterly Interest Amounts due on such Quarterly Payment Date over (ii) the amount that shall be available to make payments of interest on the Subordinated Notes in accordance with subclauses (i) and (ii) on such Quarterly Payment Date, is greater than zero (a “Subordinated Notes Quarterly Interest Shortfall”), then such amount available to be distributed on such Quarterly Payment Date to the Subordinated Notes shall be paid to each Class of Subordinated NotesAmount, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to on each such Class; provided that , and deposit such reduction shall not be deemed to be a waiver of any default caused by the existence of such Subordinated Notes Quarterly Interest Shortfall. An additional amount of interest may accrue on funds into the Subordinated Notes Quarterly Interest Shortfall Payment Account for each subsequent Interest Accrual Period until the Subordinated Notes Quarterly Interest Shortfall is paid in full, as specified in further deposit to the applicable Series SupplementDistribution Accounts.