NOT FIRST INVESTORS SERVICING CORPORATION), ANY AND ALL EXPENSES INCURRED IN
CONNECTION WITH RE-TITLING THE FINANCED VEHICLES, TO THE EXTENT NOT PREVIOUSLY
PAID;
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(IX)
TO THE CLASS B NOTE PAYMENT ACCOUNT FOR DISTRIBUTION TO THE
CLASS B NOTEHOLDERS IN ACCORDANCE WITH SECTION 2.8(B)(II) OF THE INDENTURE, THE
CLASS B MONTHLY NOTE PRINCIPAL FOR SUCH PAYMENT DATE;
(X)
OTHER AMOUNTS, IF ANY, DUE THE OWNER TRUSTEE IN ITS INDIVIDUAL
CAPACITY, THE INDENTURE TRUSTEE, THE CUSTODIAN, THE BACK-UP SERVICER, THE
SERVICER AND THE INSURER, RESPECTIVELY, PURSUANT TO THE TRANSACTION DOCUMENTS TO
THE EXTENT NOT PAID PURSUANT TO CLAUSE (I); AND
(XI)
TO THE DEPOSITOR ACCOUNT, ANY REMAINING AVAILABLE FUNDS.
On each Payment Date, the Servicer shall instruct the Indenture Trustee to make
the payments described in Section 2.8(b) and Section 2.8(f) of the Indenture, as
applicable, from the Note Payment Accounts.
(E)
ON EACH PAYMENT DATE, THE SERVICER SHALL INSTRUCT THE INDENTURE
TRUSTEE TO APPLY, AND THE INDENTURE TRUSTEE SHALL APPLY AS SO INSTRUCTED, THE
AMOUNT, IF ANY, WITHDRAWN FROM THE RESERVE ACCOUNT IN RESPECT OF THE RESERVE
ACCOUNT DRAW AMOUNT IN ACCORDANCE WITH PARAGRAPH (B) OF THIS SECTION 3.5 TO MAKE
THE FOLLOWING PAYMENTS AND DEPOSITS AFTER GIVING EFFECT TO AND WITHOUT
DUPLICATION OF AMOUNTS PAID OR DEPOSITED PURSUANT TO SECTION 3.5(D) IN THE
FOLLOWING ORDER OF PRIORITY:
(I)
TO THE SERVICER, THE TOTAL SERVICING FEE FOR THE PRECEDING
COLLECTION PERIOD;
(II)
TO THE CLASS A NOTE PAYMENT ACCOUNT, THE TOTAL NOTE INTEREST FOR
SUCH PAYMENT DATE, TO BE APPLIED IN ACCORDANCE WITH SECTION 2.8(B)(I) OF THE
INDENTURE;
(III)
TO THE CLASS A NOTE PAYMENT ACCOUNT, THE CLASS A MONTHLY NOTE
PRINCIPAL FOR SUCH PAYMENT DATE (ONLY IF, AND TO THE EXTENT THAT, AT SUCH TIME
THE CLASS A NOTE BALANCE EXCEEDS THE SUM OF THE POOL BALANCE AND 98.5% OF THE
AMOUNT ON DEPOSIT IN THE PREFUNDING ACCOUNT AS OF THE LAST DAY OF THE RELATED
COLLECTION PERIOD), TO BE APPLIED IN ACCORDANCE WITH SECTION 2.8(B)(I) OF THE
INDENTURE;
(IV)
IF SUCH PAYMENT DATE IS THE FINAL NOTE PAYMENT DATE FOR ANY
CLASS OF CLASS A NOTES, THE OUTSTANDING PRINCIPAL BALANCE OF SUCH CLASS OF
CLASS A NOTES;
(V)
UNLESS AN INSURER DEFAULT HAS OCCURRED AND IS CONTINUING, TO THE
INSURER, THE INSURANCE PREMIUM FOR SUCH PAYMENT DATE PLUS ANY OVERDUE INSURANCE
PREMIUMS FOR PREVIOUS PAYMENT DATES; AND
(VI)
TO THE INSURER, THE AGGREGATE AMOUNT OF ANY UNREIMBURSED PAYMENTS
UNDER THE POLICY TO THE EXTENT PAYABLE TO THE INSURER UNDER THE INSURANCE
AGREEMENT PLUS ACCRUED INTEREST ON ANY UNREIMBURSED PAYMENTS UNDER THE POLICY AT
THE RATE PROVIDED IN THE INSURANCE AGREEMENT PLUS ANY OTHER AMOUNTS DUE THE
INSURER UNDER THE INSURANCE AGREEMENT AND THE POLICY.
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(F)
ON ANY PAYMENT DATE ON OR AFTER WHICH THE NOTES HAVE BEEN
ACCELERATED AFTER AN EVENT OF DEFAULT, THE SERVICER MAY, WITH THE PRIOR WRITTEN
CONSENT (A COPY OF WHICH WRITTEN CONSENT SHALL BE FORWARDED BY THE SERVICER TO
THE INDENTURE TRUSTEE) OF THE INSURER, AND SHALL, AT THE WRITTEN