Common use of Distributions Clause in Contracts

Distributions. (i) On or prior to the close of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to make the following deposits and distributions in the following order of priority, in each case, to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (H) to the Certificateholders, any remaining amounts.

Distributions. (ia) On each Deposit Date, the Indenture Trustee shall cause to be made (or prior request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the close of business on Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Payment Determination Date, the Servicer shall (i) calculate (A) all amounts required to be deposited in the Note Distribution Account, Account and the Certificate Distribution Account and (Bii) make all amounts required to be distributed to distributions on the Certificateholdersrelated Payment Date. (iic) Except as otherwise provided in clause (iii) below, on On each Payment Date, the Servicer, Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee 3.10) to make the following deposits and distributions for receipt by the Servicer or deposit in the following order of priority, in each caseapplicable account, to the extent of the Available FundsAmount, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (Ai) to the Servicer, Nonrecoverable Advances; (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee, the Delaware Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the Indenture Trustee extent such fees and expenses have not been previously paid by the Sponsor, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) to the Asset Representations Reviewer, all feesany accrued and unpaid Asset Representations Reviewer Fees and Expenses, in each case to the extent such fees and expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and have not been previously paid by the Servicer or the Sponsor, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Asset Representations Reviewer out of the Available Amount allocation as applicabledescribed in this clause (iv) shall not exceed $150,000 while notes remain outstanding, so long as an Event of Default has not occurred; (v) on a pro rata basis based on amounts due and payable basis, to each partythe Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (Bvi) to the Holders of the Class A Notes, pro rataNote Distribution Account, the aggregate Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee, the Delaware Trustee and the Owner Trustee, any accrued and unpaid interest on each Class Trust Fees and Expenses remaining after application of the Class A Notespayments described in clause (iii) above; (Cxi) to the Holders of the Class A-1 NotesAsset Representations Reviewer, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the any accrued and unpaid interest on the Class B Notes; (E) to the Holders Asset Representations Reviewer Fees and Expenses remaining after application of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; payments described in clause (Fiv) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notesabove; and (Hxii) to the CertificateholdersDepositor, any Available Amount remaining amounts(after giving effect to the reduction in the Available Amount described in clauses (i) through (xi) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zero.

Distributions. (ia) On or prior to the close of business on before each Payment Determination Date, the Servicer shall calculate the Total Available Amount, the Available Interest, the Available Principal, if any, the Basic Servicing Fee, the Aggregate Noteholders’ Interest Distributable Amount (A) including the Aggregate Class A Interest Distributable Amount, the Aggregate Class B Interest Distributable Amount, the Aggregate Class C Interest Distributable Amount and the Aggregate Class D Interest Distributable Amount), the Noteholders’ Regular Principal Distributable Amount, the Aggregate Noteholders’ Principal Distributable Amount, the Specified Reserve Account Balance, and all other amounts required to determine the amounts, if any, to be deposited in or paid from each of the Collection Account, the Note Distribution Account and, the Reserve Account, and if applicable, on or before the related Distribution Date. (Bb) all amounts required Based in each case on the information contained in the Servicer’s Accounting delivered on the related Determination Date pursuant to be distributed Section 2.09 of this Agreement: (i) On or before each Distribution Date, the Indenture Trustee shall transfer from the Collection Account to the CertificateholdersServicer, in immediately available funds, payments of Liquidation Expenses (and any unpaid Liquidation Expenses from prior periods) with respect to Receivables which became Liquidating Receivables during the related Monthly Period pursuant to Section 2.03 of this Agreement. (ii) On or before each Distribution Date, the Indenture Trustee shall withdraw from the Reserve Account and deposit in the Collection Account the amount of cash or other immediately available funds on deposit therein. (c) Except as otherwise provided in clause (iii) belowSection 4.06(d), on each Payment Date, Distribution Date the Servicer, Indenture Trustee (based on the information contained in the Servicer’s Certificate Accounting delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, 2.09) shall instruct the Indenture Trustee to make the following distributions from the Collection Account (after the withdrawals, deposits and distributions transfers specified in Section 4.06(b) have been made) in the following order of priority: (i) first, in each caseto the Servicer, to the extent of the Total Available FundsAmount, if any, remaining after application thereof pursuant to prior clauses:the Basic Servicing Fee; (Aii) second, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clause (i) above), to the Asset Representations Reviewer, all the fees, expenses and indemnities due to the Asset Representations Reviewer and owing under the Asset Representations Review Agreement Agreement, and to the Indenture Trustee and the Vote Tabulation Agent, if any, any fees, costs and indemnities with respect to an Asset Representations Review, each to the extent not previously paid by the Servicerin full, up to a maximum of $150,000 275,000 per calendar year; (Biii) third, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) and (ii) above), to the Note Distribution Account, Account for the payment of interest on the Class A Noteholders’ Notes, the Aggregate Class A Interest Distributable Amount; (Civ) fourth, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (iii) above), to the Note Distribution AccountAccount for the payment of principal on the Notes in the priority specified in the Indenture, the Noteholders’ First Priority Principal Distributable Amount; (Dv) fifth, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (iv) above), to the Note Distribution Account, Account for the payment of interest on the Class B Noteholders’ Notes, the Aggregate Class B Interest Distributable Amount; (Evi) sixth, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (v) above), to the Note Distribution AccountAccount for the payment of principal on the Notes in the priority specified in the Indenture, the Noteholders’ Second Priority Principal Distributable Amount; (Fvii) seventh, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (vi) above), to the Note Distribution Account, Account for the payment of interest on the Class C Noteholders’ Notes, the Aggregate Class C Interest Distributable Amount; (Gviii) eighth, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (vii) above), to the Note Distribution AccountAccount for the payment of principal on the Notes in the priority specified in the Indenture, the Noteholders’ Third Priority Principal Distributable Amount; (Hix) ninth, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (viii) above), to the Note Distribution Account for the payment of interest on the Class D Notes, the Aggregate Class D Interest Distributable Amount; (x) tenth, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (ix) above), to the Note Distribution Account for the payment of principal on the Notes in the priority specified in the Indenture, the Fourth Priority Principal Distributable Amount; (xi) eleventh, to the Reserve Account, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (x) above), the amount necessary required to reinstate bring the balance in the Reserve Account amount on deposit therein up to the Required Specified Reserve AmountAccount Balance; (Ixii) twelfth, to the Note Distribution AccountAccount for payment to the Noteholders of principal on the Notes in the priority specified in the Indenture, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (xi) above), an amount equal to the Noteholders’ Regular Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) aboveAmount; (Jxiii) thirteenth, to the Indenture Trustee, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (xii) above), any costs of the Indenture Trustee incurred pursuant to Section 7.03 associated with a resignation of the Servicer and the appointment of a successor Servicer; (xiv) fourteenth, to the Indenture Trustee, the Owner Trustee, the Administrator and the Asset Representations Reviewer, all feesto the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (xiii) above), expenses any amounts due and indemnities due owing to the Indenture Trustee, the Owner Trustee, the Administrator or the Asset Representations Reviewer under incurred pursuant to the Indenture, the Trust Agreement, this Servicing Agreement, the Administration Agreement or the Asset Representations Review Agreement but Agreement, respectively, not paid pursuant to clause (A) aboveotherwise previously paid; and (Kxv) fifteenth, to the CertificateholdersCertificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis), any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such the Total Available Funds due such Certificateholders into Amount remaining after the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, distributions described in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause clauses (Ki) through (xiv) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iiid) In Notwithstanding the event foregoing, at any time that the Notes are have not been paid in full and the principal balance of the Notes has been declared to be immediately due and payable following the occurrence of an Event of Default under Sections 5.1(a), 5.1(b), 5.1(c), 5.1(d), 5.1(e) or 5.1(f) of the Indenture, Available Funds then (unless Section 4.06(e) of this Agreement is applicable) until such time as the Notes have been paid in full and the Indenture has been discharged or the foregoing Events of Default have been cured or waived as provided in Section 5.2(b) of the Indenture, the order in which the amounts allocated to the Note Distribution Account pursuant to clauses (iii) through (x) of Section 4.06(c) of this Agreement will be distributed used to make payments to Noteholders shall be in the following order of priority: (Aspecified in Section 2.7(c) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (H) to the Certificateholders, any remaining amountsIndenture.

Distributions. (ia) On each Deposit Date, the Indenture Trustee shall cause to be made (or prior request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the close of business on Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Payment Determination Date, the Servicer shall (i) calculate (A) all amounts required to be deposited in the Note Distribution Account, Account and the Certificate Distribution Account and (Bii) make all amounts required to be distributed to distributions on the Certificateholdersrelated Payment Date. (iic) Except as otherwise provided in clause (iii) below, on On each Payment Date, the Servicer, Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee 3.10) to make the following deposits and distributions for receipt by the Servicer or deposit in the following order of priority, in each caseapplicable account, to the extent of the Available FundsAmount, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (Ai) to the Servicer, Outstanding Advances; (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee, the Securities Intermediary, the Delaware Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the Indenture Trustee extent such fees and expenses have not been previously paid by the Sponsor, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) to the Asset Representations Reviewer, all feesany accrued and unpaid Asset Representations Reviewer Fees and Expenses, in each case to the extent such fees and expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and have not been previously paid by the Servicer or the Sponsor, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Asset Representations Reviewer out of the Available Amount allocation as applicabledescribed in this clause (iv) shall not exceed $150,000 while notes remain outstanding, so long as an Event of Default has not occurred; (v) on a pro rata basis based on amounts due and payable basis, to each partythe Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (Bvi) to the Holders of the Class A Notes, pro rataNote Distribution Account, the aggregate Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee, the Securities Intermediary, the Delaware Trustee and the Owner Trustee, any accrued and unpaid interest on each Class Trust Fees and Expenses remaining after application of the Class A Notespayments described in clause (iii) above; (Cxi) to the Holders of the Class A-1 NotesAsset Representations Reviewer, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the any accrued and unpaid interest on the Class B Notes; (E) to the Holders Asset Representations Reviewer Fees and Expenses remaining after application of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; payments described in clause (Fiv) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notesabove; and (Hxii) to the CertificateholdersDepositor, any Available Amount remaining amounts(after giving effect to the reduction in the Available Amount described in clauses (i) through (xi) above). Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zero.

Distributions. (ia) On each Deposit Date, the Indenture Trustee shall cause to be made (or prior request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the close of business on Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Payment Determination Date, the Servicer shall (i) calculate (A) all amounts required to be deposited in the Note Distribution Account, Account and the Certificate Distribution Account and (Bii) make all amounts required to be distributed to distributions on the Certificateholdersrelated Payment Date. (iic) Except as otherwise provided in clause (iii) below, on On each Payment Date, the Servicer, Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee 3.10) to make the following deposits and distributions for receipt by the Servicer or deposit in the following order of priority, in each caseapplicable account, to the extent of the Available FundsAmount, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (Ai) to the Servicer, Nonrecoverable Advances; (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee, the Delaware Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the Indenture Trustee extent such fees and expenses have not been previously paid by the Sponsor, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) to the Asset Representations Reviewer, all feesany accrued and unpaid Asset Representations Reviewer Fees and Expenses, in each case to the extent such fees and expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and have not been previously paid by the Servicer or the Sponsor, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Asset Representations Reviewer out of the Available Amount allocation as applicabledescribed in this clause (iv) shall not exceed $150,000 while notes remain outstanding, so long as an Event of Default has not occurred; (v) on a pro rata basis based on amounts due and payable basis, to each partythe Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (Bvi) to the Holders of the Class A Notes, pro rataNote Distribution Account, the aggregate Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee, the Delaware Trustee and the Owner Trustee, any accrued and unpaid interest on each Class Trust Fees and Expenses remaining after application of the Class A Notespayments described in clause (iii) above; (Cxi) to the Holders of the Class A-1 NotesAsset Representations Reviewer, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the any accrued and unpaid interest on the Class B Notes; (E) to the Holders Asset Representations Reviewer Fees and Expenses remaining after application of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; payments described in clause (Fiv) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notesabove; and (Hxii) to the CertificateholdersDepositor, any Available Amount remaining amounts(after giving effect to the reduction in the Available Amount described in clauses (i) through (xi) above). Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zero.

Distributions. (i) On or prior to the close of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, Servicer shall instruct the Indenture Trustee (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee 4.09) to make the following deposits and distributions in the following order of priority, in each case, to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (IG) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (GE) above; (JH) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (KI) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (KI) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (KI) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of or priority: (A) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) if the Notes have been declared to be due and payable as a result of occurrence of an Event of Default under Section 5.01(a)(i) or (ii) of the Indenture, to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) if the Notes have been declared to be due and payable as a result of occurrence of an Event of Default under the Indenture other than as a result of default in payment of any interest on or principal of any Note in accordance with the Indenture, to the Holders of the Class B A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class B A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (F) to the Holders of the Class C B Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C B Notes; and (HG) to the Certificateholders, any remaining amounts.

Distributions. (i) On or prior to the close of business before 11:00 a.m. New York City time on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders, (C) all amounts required to be transferred from the Pre-Funding Account and the Negative Carry Account, if any, and (D) the net amount payable by or to the Trust under the Interest Rate Swaps, if any. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, Servicer shall instruct the Indenture Trustee (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee 4.09) to make the following deposits and distributions in the following order of priority, in each case, to the extent of Total Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) pro rated to the Asset Representations Reviewerapplicable Swap Counterparty, all feesthe applicable Monthly Swap Payment Amount, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar yearif any; (B) pro rata (a) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable AmountAmount and (b) to the applicable Swap Counterparty, any Senior Swap Termination Payment Amount owed to such Swap Counterparty by the Trust, if any; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (IG) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (GE) above; (JH) pro rated to the Asset Representations Reviewerapplicable Swap Counterparty, all fees, expenses any Subordinate Swap Termination Payment Amount together with any other amount due and indemnities due payable by the Trust to such Swap Counterparty pursuant to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) aboveInterest Rate Swap, if any; and (KI) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Total Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business before 11:00 a.m. New York City time on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (KI) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (KI) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of or priority: (A) pro rated to the Owner Trusteeapplicable Swap Counterparty, the Indenture Trustee and the Asset Representations Reviewerapplicable Monthly Swap Payment Amount, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each partyif any; (B) pro rata (a) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class class of the Class A NotesNotes and (b) to the applicable Swap Counterparty, any Senior Swap Termination Payment Amount owed to such Swap Counterparty by the Trust, if any; (C) if the Notes have been declared to be due and payable as a result of occurrence of an Event of Default under Section 5.01(a)(i) or (ii) of the Indenture, to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) if the Notes have been declared to be due and payable as a result of occurrence of an Event of Default under the Indenture other than as a result of default in payment of any interest on or principal of any Note in accordance with the Indenture, to the Holders of the Class B A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class B A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (F) to the Holders of the Class C B Notes, the accrued and unpaid interest on Outstanding Amount of the Class C B Notes; (G) pro rated to the Holders of applicable Swap Counterparty, any Subordinate Swap Termination Payment Amount together with any other amount due and payable by the Class C NotesTrust to such Swap Counterparty pursuant to the Interest Rate Swaps, the aggregate Outstanding Amount of the Class C Notesif any; and (H) to the Certificateholders, any remaining amounts.

Distributions. (ia) On or prior Prior to any acceleration of the close Notes pursuant to Section 5.2 of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) belowIndenture, on each Payment Date, the Servicer, Indenture Trustee (based on the information contained in in, and as directed by, the Servicer’s Certificate delivered on or before the related Payment Determination Date pursuant to Section 4.09 hereof, 3.8) shall instruct the Indenture Trustee to make the following deposits and distributions in the following order of priority, in each casedistributions, to the extent of Available Funds, if any, remaining after application thereof Advances made on such Payment Date pursuant to prior clauses: (ASection 4.3(c) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Draw Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain deposit in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this electionfor such Payment Date, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (Ai) first, to the Servicer (or any predecessor Servicer, if applicable) for reimbursement of all outstanding Advances; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (iii) third, pro rata, to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, fees and expenses (including indemnification amounts) due and owing under the Trust Agreement, the Indenture and the Asset Representations Review Agreement, as applicable, which have not been previously paid, provided, that the amounts payable pursuant to this clause shall be limited to $275,000 per annum in the aggregate; (iv) fourth, to the Noteholders, the Accrued Note Interest for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Note Interest, the amounts available will be applied to the payment of such interest on the Notes on a pro rata basis based on the amount of interest owing; (v) fifth, to the Principal Distribution Account for distribution to the Noteholders pursuant to Section 8.2(c) of the Indenture, the Principal Distribution Amount; (vi) sixth, to the Reserve Account, any additional amounts required to increase the amount on deposit in the Reserve Account up to the Specified Reserve Account Balance; (vii) seventh, pro rata, to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all feesamounts due pursuant to clause third above to the extent not paid in such clause; and (viii) eighth, expenses to or at the direction of the Certificateholder, any funds remaining. Notwithstanding any other provision of this Section 4.4, following the occurrence and indemnities due during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to each such party Section 5.4(b) of the Indenture. (b) Upon and after any distribution to the Certificateholder of any amounts, the Noteholders shall not have any rights in, or claims to, those amounts. After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the terms of the Basic Documents and not previously paid instructions provided from time to time by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (H) to the Certificateholders, any remaining amountsCertificateholder.

Distributions. (i) On or prior to the close of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders, (C) all amounts required to be transferred from the Pre-Funding Account and the Negative Carry Account, if any, and (D) the net amount payable by or to the Trust under the Interest Rate Swaps, if any. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, Servicer shall instruct the Indenture Trustee (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee 4.09) to make the following deposits and distributions in the following order of priority, in each case, to the extent of Total Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) pro rated to the Asset Representations Reviewerapplicable Swap Counterparty, all feesthe applicable Monthly Swap Payment Amount, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar yearif any; (B) pro rata (a) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable AmountAmount and (b) to the applicable Swap Counterparty, any Senior Swap Termination Payment Amount owed to such Swap Counterparty by the Trust, if any; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (IG) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (GE) above; (JH) pro rated to the Asset Representations Reviewerapplicable Swap Counterparty, all fees, expenses any Subordinate Swap Termination Payment Amount together with any other amount due and indemnities due payable by the Trust to such Swap Counterparty pursuant to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) aboveInterest Rate Swap, if any; and (KI) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Total Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (KI) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (KI) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of or priority: (A) pro rated to the Owner Trusteeapplicable Swap Counterparty, the Indenture Trustee and the Asset Representations Reviewerapplicable Monthly Swap Payment Amount, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each partyif any; (B) pro rata (a) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A NotesNotes and (b) to the applicable Swap Counterparty, any Senior Swap Termination Payment Amount owed to such Swap Counterparty by the Trust, if any; (C) if the Notes have been declared to be due and payable as a result of occurrence of an Event of Default under Section 5.01(a)(i) or (ii) of the Indenture, to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) if the Notes have been declared to be due and payable as a result of occurrence of an Event of Default under the Indenture other than as a result of default in payment of any interest on or principal of any Note in accordance with the Indenture, to the Holders of the Class B A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class B A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (F) to the Holders of the Class C B Notes, the accrued and unpaid interest on Outstanding Amount of the Class C B Notes; (G) pro rated to the Holders of applicable Swap Counterparty, any Subordinate Swap Termination Payment Amount together with any other amount due and payable by the Class C NotesTrust to such Swap Counterparty pursuant to the Interest Rate Swaps, the aggregate Outstanding Amount of the Class C Notesif any; and (H) to the Certificateholders, any remaining amounts.

Distributions. (ia) On or prior to the close of business on before each Payment Determination Date, the Servicer Administrator shall calculate (A) the Total Available Amount, the Administration Fee, the Aggregate Noteholders’ Interest Distributable Amount, the Aggregate Noteholders’ Priority Principal Distributable Amount, the Noteholders’ Regular Principal Distributable Amount, and all other amounts required to determine the amounts, if any, to be deposited in or paid from each of the AART Collection Account and the Note Distribution Account, Account and (B) all amounts required to be distributed paid to the CertificateholdersReserve Account and to the Certificateholders on or before the related Distribution Date. (iib) Except as otherwise provided in clause (iii) belowSection 4.05(c), on each Payment Distribution Date, the Servicer, AART Indenture Trustee (based solely on the information contained in the ServicerAdministrator’s Certificate Accounting delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, 2.06) shall instruct the Indenture Trustee to make the following deposits and distributions from the AART Collection Account in the following order of priority: (i) first, in each caseto the Administrator, to the extent of the Total Available FundsAmount, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses Administration Fee for such Distribution Date and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar yearany unpaid Administration Fee from any preceding Distribution Date; (Bii) second, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clause (i) above) to the Note Distribution Account, Account for the payment of interest on the Class A Noteholders’ Notes, the Aggregate Class A Interest Distributable Amount; (Ciii) third, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) and (ii) above), to the Note Distribution AccountAccount for the payment of principal on the Notes in the priority specified in the AART Indenture, the Noteholders’ First Priority Principal Distributable Amount; (Div) fourth, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (iii) above), to the Note Distribution Account, Account for the payment of interest on the Class B Noteholders’ Notes, the Aggregate Class B Interest Distributable Amount; (Ev) fifth, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (iv) above), to the Note Distribution AccountAccount for the payment of principal on the Notes in the priority specified in the AART Indenture, the Noteholders’ Second Priority Principal Distributable Amount; (Fvi) sixth, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (v) above), to the Note Distribution Account, Account for the payment of interest on the Class C Noteholders’ Notes, the Aggregate Class C Interest Distributable Amount; (Gvii) seventh, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (vi) above), to the Note Distribution AccountAccount for the payment of principal on the Notes in the priority specified in the AART Indenture, the Noteholders’ Third Priority Principal Distributable Amount; (Hviii) eighth, to the Reserve Account, to the extent of the Total Available Amount, as such amount has been reduced by the distributions described in clauses (i) through (vii) above, the amount necessary required to reinstate bring the balance in amount on deposit therein up to the Reserve Account up Required Amount (after giving effect to all distributions to the Required Reserve Account described in Section 3.03 of the Servicing Agreement); (ix) ninth, to the extent of the Total Available Amount, as such amount has been reduced by the distributions described in clauses (i) through (viii) above, to the Note Distribution Account for the payment of principal on the Notes in accordance with the AART Indenture, the Noteholders’ Regular Principal Distributable Amount; (Ix) tenth, to the Note Distribution AccountAART Indenture Trustee, an amount equal to the Noteholders’ Principal Distributable extent of the Total Available Amount minus (as such amount has been reduced by the distributions described in clauses (i) through (ix) above), for reimbursement of any costs associated with the replacement of the Administrator and appointment of a successor Administrator pursuant to the Administration Agreement not otherwise previously paid; and (xi) eleventh, to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis), any portion of the Total Available Amount remaining after the distributions described in clauses (i) through (x) above. (c) Notwithstanding the foregoing, at any time that the Notes have not been paid in full and the principal balance of the Notes has been declared immediately due and payable following the occurrence of an AART Event of Default under Section 5.1(a), 5.1(b), 5.1(c), 5.1(d), 5.1(e) or 5.1(f) of the AART Indenture, then (unless Section 4.05(d) of this Agreement is applicable) until such time as the Notes have been paid in full and the AART Indenture has been discharged or the foregoing Events of Default have been cured or waived as provided in Section 5.2(b) of the AART Indenture, the order in which the amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (Ai) above; and through (Kix) of Section 4.05(b) of this Agreement shall be used to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest make payments to Noteholders in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest order specified in Section 2.7(c) of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above)AART Indenture. (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (H) to the Certificateholders, any remaining amounts.

Distributions. (i) On or prior to the close of business on each Payment Determination Distribution Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, based solely on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Distribution Date pursuant to Section 4.09 hereofStatement, shall instruct the Indenture Trustee will apply the Net Collections available from the Payment Account, along with any amounts deposited into the Payment Account from the Prefunding Account and the Capitalized Interest Account, with respect to such Distribution Date to make the following deposits and distributions in the following amounts and order of priority: (i) to the Servicer, the Servicing Fee, including any accrued and unpaid Servicing Fees with respect to one or more prior Collection Periods; (ii) to the Indenture Trustee, the Owner Trustee and the Trust Agent, any accrued and unpaid fees of the Indenture Trustee, the Owner Trustee and the Trust Agent, in each case, case to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and such fees have not been previously paid by the Servicer, up to a maximum of $150,000 per calendar yearServicer or the Administrator; (Biii) to the Note Distribution Account, the Note Interest Distributable Amount to be paid to the Holders of the Class A Noteholders’ Notes at their respective Interest Distributable AmountRates; (Civ) to the Note Distribution Account, if such Distribution Date is a Note Final Scheduled Distribution Date for any Class of Notes, the Noteholders’ First Priority Note Principal Distributable AmountAmount to the extent of the remaining principal amount of such Class of Notes, to be paid to the Holders of such Class of Notes; (Dv) if such Distribution Date is the Mandatory Partial Redemption Date, to the Note Distribution Account, the Mandatory Partial Redemption Amount, to be distributed to the Holders of the Class A-1 Notes if such amount is less than or equal to $50,000, and to be distributed to the Holders of all Notes, pro rata based on the then outstanding principal balance of the Notes, if such amount exceeds $50,000; (vi) to the Note Distribution Account, solely from Net Collections (plus amounts transferred from the Class B Noteholders’ Prefunding Account representing earnings from investments therein and amounts transferred from the Capitalized Interest Distributable Amount; (EAccount, if any) remaining after giving effect to the Note Distribution Accountdistributions described in clauses (i) through (v) above, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the remaining Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated (after giving effect to the Note Distribution Account pursuant to clauses (C)payment, (E) and (G) above; (J) to the Asset Representations Reviewerif any, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to described in clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (Kiv) above). (iii) In the event Notes are declared , to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) first to the Holders of the Class A-1 NotesNotes until the principal amount of the Class A-1 Notes has been reduced to zero, the aggregate Outstanding Amount of such Notessecond, and then to the Holders of the Class A-2 Notes, Notes until the principal amount of the Class A-3 A-2 Notes and the Class A-4 Noteshas been reduced to zero, pro ratathird, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, A-3 Notes until the accrued and unpaid interest on principal amount of the Class B Notes; (E) A-3 Notes has been reduced to zero, and fourth, to the Holders of the Class B Notes, A-4 Notes until the aggregate Outstanding Amount principal amount of the Class B NotesA-4 Notes has been reduced to zero; (Fvii) to the Holders of Insurer, after giving effect to the Class C Notesdistributions described in clauses (i) through (vi) above, (A) any amounts, including the accrued Premium, owing to the Insurer under the Insurance Agreement and unpaid interest on the Class C Notes(B) any unreimbursed Insurer Defense Costs; (Gviii) to the Holders of Spread Account, after giving effect to the Class C Notesdistributions described in clauses (i) through (vii) above, the aggregate Outstanding Amount of amount, if any, required to increase the Class C Notesamount therein to the Spread Account Maximum for such Distribution Date; and (Hix) any amounts remaining after distribution of the Accelerated Principal Distributable Amount as part of the Note Principal Distributable Amount, if applicable, shall be deposited into the Spread Account. Any amounts deposited in the Payment Account pursuant to 4.04(b) with respect to a Distribution Date and any amounts received by the Indenture Trustee as a result of a claim under the Policy that represent the Deficiency Amount with respect to such Distribution Date shall be applied by the Indenture Trustee solely to make the deposits and distributions referred to in clauses (i) through (iv) above, in that order of priority, but only to the Certificateholdersextent that the Net Collections (plus amounts transferred to the Payment Account from the Prefunding Account, representing earnings from investments therein, and amounts transferred to the Payment Account from the Capitalized Interest Account, if any) with respect to such Distribution Date, after application as provided above, were insufficient to make such deposit or distribution. In addition, if the Insurer pays any remaining amountsamounts to the Indenture Trustee with respect to a Distribution Date in connection with the Insurer's election to pay, as provided in the Policy, all or a portion of any shortfalls in the amount of Net Collections (plus amounts transferred to the Payment Account from the Prefunding Account, representing earnings from investments therein, and amounts transferred to the Payment Account from the Capitalized Interest Account, if any) with respect to such Distribution Date available to distribute the amounts referred to in clause (vi) above, the Indenture Trustee shall distribute the amounts so received from the Insurer as provided in such clause.

Distributions. (ia) On or prior Prior to any acceleration of the close Notes pursuant to Section 5.2 of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) belowIndenture, on each Payment Date, the Servicer, Indenture Trustee (based on the information contained in in, and as directed by, the Servicer’s Certificate delivered on or before the related Payment Determination Date pursuant to Section 4.09 hereof, 3.8) shall instruct the Indenture Trustee to make the following deposits and distributions in the following order of priority, in each casedistributions, to the extent of Available Funds, if any, remaining after application thereof Advances made on such Payment Date pursuant to prior clauses: (ASection 4.3(c) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Draw Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain deposit in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this electionfor such Payment Date, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (Ai) first, to the Owner TrusteeServicer (or any predecessor Servicer, if applicable) for reimbursement of all outstanding Advances; (ii) second, to the Servicer, the Indenture Trustee Servicing Fee and all unpaid Servicing Fees with respect to prior periods; 13 Sale and Servicing Agreement (iii) third, to the Asset Representations ReviewerNoteholders, all feesthe Accrued Note Interest for the related Interest Period; provided, expenses and indemnities due that if there are not sufficient funds available to each such party in accordance with pay the terms entire amount of the Basic Documents and not previously paid by Accrued Note Interest, the Servicer or amounts available will be applied to the Administrator, as applicable, payment of such interest on the Notes on a pro rata basis based on amounts due and payable to each partythe amount of interest owed; (Biv) fourth, to the Holders Principal Distribution Account for distribution to the Noteholders pursuant to Section 8.2(c) of the Class A Notes, pro rataIndenture, the aggregate accrued and unpaid interest on each Class of the Class A NotesPrincipal Distribution Amount; (Cv) fifth, to the Holders of Reserve Account, any additional amounts required to increase the Class A-1 Notes, amount in the aggregate Outstanding Amount of such Notes, and then Reserve Account up to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such NotesSpecified Reserve Account Balance; (Dvi) sixth, to the Holders of the Class B NotesOwner Trustee, the accrued Issuer Delaware Trustee and unpaid interest on the Class B Notes; Indenture Trustee, fees and expenses (Eincluding indemnification amounts) to due and owing under the Holders of Trust Agreement and the Class B NotesIndenture, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notesas applicable, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Noteswhich have not been previously paid; and (Hvii) seventh, to or at the Certificateholdersdirection of the Certificateholder, any remaining amountsfunds remaining. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholder.

Distributions. (ia) On or prior Prior to any acceleration of the close Notes pursuant to Section 5.2 of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) belowIndenture, on each Payment Date, the Servicer, Indenture Trustee (based on the information contained in in, and as directed by, the Servicer’s Certificate delivered on or before the related Payment Determination Date pursuant to Section 4.09 hereof, 3.8) shall instruct the Indenture Trustee to make the following deposits and distributions in the following order of priority, in each casedistributions, to the extent of Available Funds, if any, remaining after application thereof Advances made on such Payment Date pursuant to prior clauses: (ASection 4.3(c) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Draw Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain deposit in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this electionfor such Payment Date, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (Ai) first, to the Servicer (or any predecessor Servicer, if applicable) for reimbursement of all outstanding Advances; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (iii) third, pro rata, to the Owner Trustee, the Indenture Trustee, the Issuer Delaware Trustee and the Asset Representations Reviewer, fees and expenses (including indemnification amounts) due and owing under the Trust Agreement, the Indenture and the Asset Representations Review Agreement, as applicable, which have not been previously paid, provided, that the amounts payable pursuant to this clause shall be limited to $275,000 per annum in the aggregate; (iv) fourth, to the Noteholders, the Accrued Note Interest for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Note Interest, the amounts available will be applied to the payment of such interest on the Notes on a pro rata basis based on the amount of interest owing; (v) fifth, to the Principal Distribution Account for distribution to the Noteholders pursuant to Section 8.2(c) of the Indenture, the Principal Distribution Amount; (vi) sixth, to the Reserve Account, any additional amounts required to increase the amount on deposit in the Reserve Account up to the Specified Reserve Account Balance; (vii) seventh, pro rata, to the Owner Trustee, the Indenture Trustee, the Issuer Delaware Trustee and the Asset Representations Reviewer, all feesamounts due pursuant to clause third above to the extent not paid in such clause; and (viii) eighth, expenses to or at the direction of the Certificateholder, any funds remaining. Notwithstanding any other provision of this Section 4.4, following the occurrence and indemnities due during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to each such party Section 5.4(b) of the Indenture. (b) Upon and after any distribution to the Certificateholder of any amounts, the Noteholders shall not have any rights in, or claims to, those amounts. After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the terms of the Basic Documents and not previously paid instructions provided from time to time by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (H) to the Certificateholders, any remaining amountsCertificateholder.

Distributions. (ia) On or prior Prior to any acceleration of the close Notes pursuant to Section 5.2 of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) belowIndenture, on each Payment Date, the Servicer, Indenture Trustee (based on the information contained in the Servicer’s Certificate delivered on or before the related Payment Determination Date pursuant to Section 4.09 hereof, 3.8) shall instruct the Indenture Trustee to make the following deposits and distributions in the following order of priority, in each casedistributions, to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses Funds and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Draw Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain deposit in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this electionfor such Payment Date, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A1) first, to the Owner Trustee, the Indenture Trustee and the Asset Representations ReviewerOwner Trustee, all fees, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and (including indemnification amounts) not previously paid by the Servicer; provided, however, that, unless (i) an Event of Default or Servicer or Termination Event has occurred and is continuing and (ii) the AdministratorControlling Party shall consent otherwise, as applicableexpenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first and Section 5.4(b)(i) of the Indenture shall be limited to $150,000 per annum in the aggregate; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Swap Counterparty, the Net Swap Payment; (4) fourth, to the Noteholders, on a pro rata basis based on amounts interest due, the Accrued Note Interest due and payable to each partyaccrued for the related Interest Period; (B5) fifth, provided that no Note Insurer Default has occurred and is continuing, to the Note Insurer, the Premium (including any prior unpaid Premiums) and the Reimbursement Obligations (excluding Reimbursement Obligations relating to payments made under the Note Insurance Policy with respect to principal of the Notes) due to the Note Insurer; (6) sixth, to the Principal Distribution Account for distribution to the Holders of the Class A Notes, pro ratapursuant to Section 8.2(c) of the Indenture, the aggregate First Allocation of Principal, if any; (7) seventh, to the Note Insurer, all accrued and unpaid interest on each Class of Premium and Reimbursement Obligations to the Class A Notesextent not paid pursuant to clause fifth; (C) 8) eighth, to the Principal Distribution Account for distribution to the Holders of the Class A-1 A Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders in accordance with Section 8.2(c) of the Class A-2 NotesIndenture, the Class A-3 Notes and the Class A-4 NotesSecond Allocation of Principal, pro rata, the aggregate Outstanding Amount of such Notesif any; (D9) ninth, to the Holders Reserve Account, any additional amounts required to cause the amount in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, on a pro rata basis, to the Swap Counterparty, any Swap Termination Payments and to the Note Insurer, any reimbursement of payments made under the Class B NotesSwap Policy in respect of Swap Termination Payments; (11) eleventh, to the Owner Trustee and the Indenture Trustee, accrued and unpaid interest on the Class B Notes; fees and reasonable expenses (Eincluding indemnification amounts) to the Holders of the Class B Notespermitted under this Agreement, the aggregate Outstanding Amount of Trust Agreement and the Class B Notes; (F) to the Holders of the Class C NotesIndenture, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notesas applicable, the aggregate Outstanding Amount of the Class C Noteswhich have not been previously paid; and (H12) twelfth, to or at the direction of the Residual Interestholder, any funds remaining. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes, all amounts payable to the CertificateholdersNote Insurer under the Insurance Agreement, any remaining amountsall amounts payable to the Swap Counterparty and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Residual Interestholder.

Distributions. (ia) On or prior to the close of business No later than 12 noon, New York City time, on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to determine the amounts to be withdrawn from the Reserve Account (if any) and deposited into the Collection Account and the amounts to be withdrawn from the Collection Account and paid to the Servicer and the Administrator, deposited into the Note Distribution Account and the Certificate Distribution Account and/or paid to the Seller pursuant to Section 5.6(d) with respect to the next succeeding Payment Date. (b) On each Deposit Date, the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer's Certificate delivered on the related Determination Date pursuant to Section 4.8) to withdraw from the Reserve Account and deposit in the Collection Account the Reserve Account Transfer Amount (if any) for the related Payment Date, and the Indenture Trustee shall so withdraw and deposit the Reserve Account Transfer Amount for such Payment Date. (c) Not later than 11:00 a.m., New York City time, on each Payment Date, at the Servicer's direction, the Indenture Trustee, or the Paying Agent on behalf of the Indenture Trustee, shall cause to be made the following distributions, to the extent of the Total Distribution Amount then on deposit in the Collection Account and amounts withdrawn from the Reserve Account and deposited in the Collection Account by wire transfer of immediately available funds, in the following order of priority and in the amounts set forth in the Servicer's Certificate for such Payment Date: (i) to the Servicer, the sum of (x) the Servicing Fee for the preceding Collection Period, plus (y) the amount of any Servicing Fee previously due but not paid, if any, to the extent such amounts are not deducted from the Servicer's remittance to the Collection Account pursuant to Section 5.7; (ii) to the Administrator, the sum of (x) the Administration Fee for such Payment Date, plus (y) the amount of any Administration Fee previously due but not paid, if any; (iii) to the Note Distribution Account, the Noteholders' Interest Distributable Amount; (iv) except as set forth in Section 5.5(d), to the Owner Trustee for deposit in the Certificate Distribution Account, the Certificateholders' Interest Distributable Amount; (v) except as set forth in Section 5.5(d), to the Note Distribution Account, the Noteholders' Principal Distributable Amount; and (vi) except as set forth in Section 5.5(d), to the Owner Trustee for deposit in the Certificate Distribution Account, the Certificateholders' Principal Distributable Amount; and (vii) except as set forth in Section 5.5(d), to the Reserve Account, any remaining portion of the Total Distribution Amount. In the event that the Collection Account is maintained with an institution other than the Indenture Trustee, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to this Section 5.5(c) on the related Deposit Date. (d) If the Notes have been declared immediately due and payable as provided in Section 5.2 of the Indenture following the occurrence of an Event of Default described in clause (a) or (b) of Section 5.2 of the Indenture, any amounts remaining in the Collection Account after the distributions described in clauses (i), (ii) and (iii) of Section 5.5(c) shall be distributed as follows: (1) an amount equal to the Outstanding Amount of the Notes will be deposited in the Note Distribution Account, and (B2) all any remaining amounts required to will be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to make the following deposits and distributions in the following order of priority, in each case, to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account applied pursuant to clauses (Civ), (Ev), (vi) and (Gvii) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) aboveSection 5.5(c). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (H) to the Certificateholders, any remaining amounts.

Distributions. (ia) On or prior to the close of business on each Payment Determination Date, the The Servicer shall calculate (A) all amounts required to be deposited in pursuant to this Section and deliver a Servicer’s Certificate on or before the Note Distribution Account, and (B) all amounts required second Business Day prior to be distributed each Payment Date pursuant to the CertificateholdersSection 4.09. (iib) Except as otherwise provided in clause (iii) below, on On or before each Payment Date, except as specified in Section 5.04(b) of the ServicerIndenture, the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s Certificate delivered on or before the related second Business Day prior to each Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee 4.09) to make the following deposits and distributions from Available Amounts on deposit in the Collection Account, and to the extent of any Reserve Account Withdrawal Amount from amounts withdrawn from the Reserve Account in the following order of and priority, in each case, : (i) to the extent Servicer, the Servicing Fee, including any unpaid Servicing Fees with respect to one or more prior Collection Periods, and Advances not previously reimbursed to the Servicer; (ii) to the Interest Distribution Account, (a) the aggregate amount of Available Fundsinterest accrued for the related Interest Period on each of the Notes at their respective interest rates on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Noteholders on the preceding Payment Date; and (b) the excess, if any, remaining after application thereof pursuant of the amount of interest payable to the Noteholders on those prior clauses:Payment Dates over the amounts actually paid to the Noteholders on those prior Payment Dates, plus interest on any such shortfall at their respective interest rates to the extent permitted by law; (Aiii) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Principal Distribution Account, the Class A Noteholders’ Interest Distributable Principal Distribution Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (Hiv) to the Reserve Account, from Available Amounts remaining, the amount, if any, necessary to cause the amount necessary on deposit in that account to reinstate the balance in equal the Reserve Account up to the Required Reserve Amount; (Iv) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A) to the Owner Trustee, the Indenture Trustee and the Asset Representations ReviewerOwner Trustee, all feesany reimbursements, expenses and indemnities due indemnification amounts, in each case to each the extent such party in accordance with the terms of the Basic Documents reimbursements, expenses and indemnification amounts have not been previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A NotesSecurities Intermediary, pro rata, the aggregate any accrued and unpaid interest on each Class of the Class A Notes; (C) indemnification expenses owed to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notesit; and (Hvi) any Available Amounts remaining, if any, to the CertificateholdersOwner Trustee or its agent, any remaining amountsfor deposit into the Certificate Distribution Account (as defined in the Trust Agreement) and subsequent distribution to the Certificateholder pursuant to Section 5.01 of the Trust Agreement.

Distributions. (ia) On or prior Prior to any acceleration of the close Notes pursuant to Section 5.2 of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) belowIndenture, on each Payment Date, the Servicer, Indenture Trustee (based on the information contained in the Servicer’s Certificate delivered on or before the related Payment Determination Date pursuant to Section 4.09 hereof, 3.8) shall instruct the Indenture Trustee to make the following deposits and distributions in the following order of priority, in each casedistributions, to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses Funds and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Draw Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain deposit in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this electionfor such Payment Date, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A1) first, to the Owner Trustee, the Indenture Trustee and the Asset Representations ReviewerOwner Trustee, all fees, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and (including indemnification amounts) not previously paid by the Servicer; provided, however, that, unless (i) an Event of Default or Servicer or Termination Event has occurred and is continuing and (ii) the AdministratorControlling Party shall consent otherwise, as applicableexpenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first and Section 5.4(b)(i) of the Indenture shall be limited to $150,000 per annum in the aggregate; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Swap Counterparty, the Net Swap Payment; (4) fourth, to the Noteholders, on a pro rata basis based on amounts basis, the Accrued Note Interest due and payable to each partyaccrued for the related Interest Period; (B5) fifth, provided that no Note Insurer Default has occurred and is continuing, to the Note Insurer, the Premium (including any prior unpaid Premiums) and the Reimbursement Obligations (excluding Reimbursement Obligations relating to payments made under the Note Insurance Policy with respect to principal of the Notes) due to the Note Insurer; (6) sixth, to the Principal Distribution Account for distribution to the Holders of the Class A Notes, pro ratapursuant to Section 8.2(c) of the Indenture, the aggregate First Allocation of Principal, if any; (7) seventh, to the Note Insurer, all accrued and unpaid interest on each Class of Premium and Reimbursement Obligations to the Class A Notesextent not paid pursuant to clause fifth; (C) 8) eighth, to the Principal Distribution Account for distribution to the Holders of the Class A-1 A Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders in accordance with Section 8.2(c) of the Class A-2 NotesIndenture, the Class A-3 Notes and the Class A-4 NotesSecond Allocation of Principal, pro rata, the aggregate Outstanding Amount of such Notesif any; (D9) ninth, to the Holders Reserve Account, any additional amounts required to cause the amount in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, on a pro rata basis, to the Swap Counterparty, any Swap Termination Payments and to the Note Insurer, any reimbursement of payments made under the Class B NotesSwap Policy in respect of Swap Termination Payments; (11) eleventh, to the Owner Trustee and the Indenture Trustee, accrued and unpaid interest on the Class B Notes; fees and reasonable expenses (Eincluding indemnification amounts) to the Holders of the Class B Notespermitted under this Agreement, the aggregate Outstanding Amount of Trust Agreement and the Class B Notes; (F) to the Holders of the Class C NotesIndenture, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notesas applicable, the aggregate Outstanding Amount of the Class C Noteswhich have not been previously paid; and (H12) twelfth, to or at the direction of the Residual Interestholder, any funds remaining. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes, all amounts payable to the CertificateholdersNote Insurer under the Insurance Agreement, any remaining amountsall amounts payable to the Swap Counterparty and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Residual Interestholder.

Distributions. (i) On or prior to the close of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to make the following deposits and distributions in the following order of priority, in each case, to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Note Distribution Account, the Noteholders’ Fourth Priority Principal Distributable Amount; (I) to the Note Distribution Account, the Noteholders’ Fifth Priority Principal Distributable Amount; (J) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (IK) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E), (G), (H) and (GI) above; (JL) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (KM) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (KM) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (KM) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 A-3 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; (H) to the Holders of the Class D Notes, the aggregate Outstanding Amount of the Class D Notes; (I) to the Holders of the Class E Notes, the aggregate Outstanding Amount of the Class E Notes; and (HJ) to the Certificateholders, any remaining amounts.

Distributions. (i) On or prior to the close of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, Servicer shall instruct the Indenture Trustee (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee 4.09) to make the following deposits and distributions in the following order of priority, in each case, to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of or priority: (A) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (H) to the Certificateholders, any remaining amounts.

Distributions. (ia) On or prior Unless the Notes have been accelerated pursuant to Section 5.2 of the close of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) belowIndenture, on each Payment Date, the Servicer, Relevant Trustee (based on the information contained in the Servicer’s Certificate delivered on or before the related Payment Determination Date pursuant to Section 4.09 hereof, 3.8) shall instruct the Indenture Trustee to make the following deposits and distributions in the following order of priority, in each casedistributions, to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses Funds and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Draw Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain deposit in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this electionfor such Payment Date, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A1) first, to the Owner Indenture Trustee, the Indenture Owner Trustee [and the Asset Representations Reviewer], all any accrued and unpaid fees (including unpaid Indenture Trustee fees, Owner Trustee fees [or Asset Representations Reviewer fees] with respect to prior periods) and any reasonable expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and (including indemnification amounts) not previously paid by the Servicer or the AdministratorServicer; provided, as applicablehowever, on a pro rata basis based on that fees, expenses and indemnification amounts due and payable to each partythe Indenture Trustee, the Owner Trustee [and the Asset Representations Reviewer] pursuant to this clause first shall be limited to $[ ] per annum in the aggregate; (B2) second, to the Holders of the Class A Notes, pro rataServicer, the aggregate accrued Servicing Fee and all unpaid interest on each Class of the Class A NotesServicing Fees with respect to prior periods; (C3) [third, to the Holders of the Class A-1 NotesSwap Counterparty, the aggregate Outstanding Amount of Net Swap Payment, if any, for such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such NotesPayment Date]; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (H) to the Certificateholders, any remaining amounts.

Distributions. (i) On or prior to the close of business on before each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders, (C) all amounts required to be transferred from the Pre-Funding Account and the Negative Carry Account, if any, and (D) the net amount, if any, payable by or to the Trust under the Interest Rate Swaps. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, Servicer shall instruct the Indenture Trustee (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee 4.09) to make the following deposits and distributions in the following order of priority, in each case, to the extent of Total Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) pro rated to the Asset Representations Reviewerapplicable Swap Counterparty, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar yearapplicable Monthly Swap Payment Amount; (B) pro rata (a) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable AmountAmount and (b) to the applicable Swap Counterparty, any Senior Swap Termination Payment Amount owed to such Swap Counterparty by the Trust; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (IG) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (GE) above; (JH) pro rated to the Asset Representations Reviewerapplicable Swap Counterparty, all fees, expenses any Subordinate Swap Termination Payment Amount together with any other amount due and indemnities due payable by the Trust to such Swap Counterparty pursuant to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) aboveInterest Rate Swap; and (KI) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Total Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (KI) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (KI) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of or priority: (A) pro rated to the Owner Trusteeapplicable Swap Counterparty, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each partyapplicable Monthly Swap Payment Amount; (B) pro rata (a) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class class of the Class A NotesNotes and (b) to the applicable Swap Counterparty, any Senior Swap Termination Payment Amount owed to such Swap Counterparty by the Trust; (C) if the Notes have been declared to be due and payable as a result of occurrence of an Event of Default under Section 5.01(a)(i) or (ii) of the Indenture, to the Holders of the Class A-1 A Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders each Class of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such A Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) if the Notes have been declared to be due and payable as a result of occurrence of an Event of Default under the Indenture other than as a result of default in payment of any interest on or principal of any Note in accordance with the Indenture, to the Holders of the Class B A Notes, the aggregate Outstanding Amount of each Class of the Class B A Notes; (F) to the Holders of the Class C B Notes, the accrued and unpaid interest on Outstanding Amount of the Class C B Notes; (G) pro rated to the Holders of applicable Swap Counterparty, any Subordinate Swap Termination Payment Amount together with any other amount due and payable by the Class C Notes, Trust to such Swap Counterparty pursuant to the aggregate Outstanding Amount of the Class C NotesInterest Rate Swaps; and (H) to the Certificateholders, any remaining amounts.

Distributions. (ia) On or prior to the close of business on each Payment Determination Date, the The Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, pursuant to this Section and (B) all amounts required deliver a Servicer’s Certificate two Business Days prior to be distributed each Payment Date pursuant to the CertificateholdersSection 4.09. (iib) Except as otherwise provided in clause (iii) below, on On each Payment Date, except as specified in Section 5.04(b) of the ServicerIndenture, the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s Certificate delivered on the related two Business Days prior to each Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee 4.09) to make the following deposits and distributions from Available Amounts on deposit in the Collection Account, and to the extent of any Reserve Account Withdrawal Amount from amounts withdrawn from the Reserve Account in the following order of and priority, in each case, : (i) to the extent Servicer, the Servicing Fee, including any unpaid Servicing Fees with respect to one or more prior Collection Periods, and Advances not previously reimbursed to the Servicer; (ii) to the Interest Distribution Account, (a) the aggregate amount of Available Fundsinterest accrued for the related Interest Period on each of the Class A Notes at their respective interest rates on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class A Noteholders on the preceding Payment Date; and (b) the excess, if any, remaining after application thereof pursuant of the amount of interest payable to the Class A Noteholders on those prior clauses:Payment Dates over the amounts actually paid to the Class A Noteholders on those prior Payment Dates, plus interest on any such shortfall at their respective interest rates to the extent permitted by law; (Aiii) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Principal Distribution Account, the First Priority Principal Distribution Amount, if any; (iv) to the Interest Distribution Account, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class A Noteholders’ B Notes at the Class B Rate on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class B Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the Class B Noteholders on prior Payment Dates over the amounts actually paid to the Class B Noteholders on those prior Payment Dates, plus interest on any such shortfall at the Class B Rate to the extent permitted by law; (v) to the Principal Distribution Account, the Second Priority Principal Distribution Amount, if any; (vi) to the Interest Distributable Distribution Account, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class C Notes at the Class C Rate on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class C Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the Class C Noteholders on prior Payment Dates over the amounts actually paid to the Class C Noteholders on prior Payment Dates, plus interest on any such shortfall at the Class C Rate to the extent permitted by law; (vii) to the Principal Distribution Account, the Third Priority Principal Distribution Amount, if any; (viii) to the Interest Distribution Account, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class D Notes at the Class D Rate on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class D Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the Class D Noteholders on prior Payment Dates over the amounts actually paid to the Class D Noteholders on prior Payment Dates, plus interest on any such shortfall at the Class D Rate to the extent permitted by law; (ix) to the Principal Distribution Account, the Regular Principal Distribution Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (Hx) to the Reserve Account, from Available Amounts remaining, the amount, if any, necessary to cause the amount necessary on deposit in that account to reinstate the balance in equal the Reserve Account up to the Required Reserve Amount; (Ixi) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A) to the Owner Trustee, the Indenture Trustee and the Asset Representations ReviewerOwner Trustee, all feesany reimbursements and expenses, in each case to the extent such reimbursements and expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and have not been previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A NotesSecurities Intermediary, pro rata, the aggregate any accrued and unpaid interest on each Class of the Class A Notes; (C) indemnification expenses owed to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notesit; and (Hxii) any Available Amounts remaining, if any, to the CertificateholdersOwner Trustee or its agent, any remaining amountsfor deposit into the Certificate Distribution Account (as defined in the Trust Agreement) and subsequent distribution to the Certificateholder pursuant to Section 5.01 of the Trust Agreement.

Distributions. (ia) On or prior Subject to the close of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) belowSection 5.05(e), on each Payment Date, Distribution Date the Servicer, Master Servicer shall instruct the Indenture Trustee (based on the information contained in the Servicer’s Certificate Distribution Date Statement delivered on the related Payment Determination Master Servicer Report Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee 4.09) to make the following deposits and distributions for receipt by the Master Servicer or deposit in the applicable account by 11:00 a.m. (New York time), to the extent of the Available Funds for such Distribution Date, in the following order of priority: (i) to the Master Servicer, the Servicing Fee, including any unpaid Servicing Fees with respect to one or more prior Collection Periods; (ii) to the Indenture Trustee, any accrued and unpaid fees and expenses payable to the Indenture Trustee and to the Owner Trustee, any accrued and unpaid fees and expenses payable to the Owner Trustee, in each case, case to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, such fees and expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and have not been previously paid by the Master Servicer, up to a maximum of $150,000 per calendar year; (Biii) to the Note Distribution Account, the Interest Distributable Amount for each class of Class A Notes, for payment of interest on each class of Class A Notes, pro rata in proportion to their respective outstanding principal amounts; (iv) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Undercollateralization Amount, for payment of principal on the Notes in the priority set forth in Section 5.05(b); (Cv) to the Note Distribution Account, the Noteholders’ First Priority Principal Interest Distributable AmountAmount for the Class B Notes, for payment of interest on the Class B Notes; (Dvi) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Undercollateralization Amount, for payment of principal on the Notes in the priority set forth in Section 5.05(b); (Evii) to the Note Distribution Account, the Noteholders’ Second Priority Principal Interest Distributable AmountAmount for the Class C Notes, for payment of interest on the Class C Notes; (Fviii) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Undercollateralization Amount, for payment of principal on the Notes in the priority set forth in Section 5.05(b); (Gix) to the Note Distribution Account, the Noteholders’ Third Priority Principal Interest Distributable Amount;Amount for the Class D Notes, for payment of interest on the Class D Notes; and (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (Ix) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable sum of the Class D Undercollateralization Amount minus and the Overcollateralization Amount, for payment of principal on the Notes in the priority set forth in Section 5.05(b). (b) On each Distribution Date, the Master Servicer shall instruct the Indenture Trustee (based on the information contained in the Distribution Date Statement delivered on the related Master Servicer Report Date pursuant to Section 4.09), to distribute any amounts allocated to amount deposited into the Note Distribution Account as payment of principal on the Notes pursuant to clauses (C), (ESection 5.05(a) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following amounts and order of priority: (A) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (Bi) to the Holders of the Class A Notes, pro ratain the priority set forth in Section 5.05(c), the aggregate accrued and unpaid interest on each Class of the Class A NotesPrincipal Distributable Amount, until the Class A Notes are paid in full; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (Dii) to the Holders of the Class B Notes, the accrued and unpaid interest on Class B Principal Distributable Amount, until the Class B NotesNotes are paid in full; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (Fiii) to the Holders of the Class C Notes, the accrued and unpaid interest on Class C Principal Distributable Amount, until the Class C Notes;Notes are paid in full; and (Giv) to the Holders of the Class C D Notes, the aggregate Outstanding Class D Principal Distributable Amount, until the Class D Notes are paid in full. (c) On each Distribution Date, the Master Servicer shall instruct the Indenture Trustee (based on the information contained in the Distribution Date Statement delivered on the related Master Servicer Report Date pursuant to Section 4.09), to distribute the Class A Principal Distributable Amount in the following order of priority: (i) to the Holders of the Class C NotesA-1 Notes until the Class A-1 Notes are paid in full; (ii) to the Holders of the Class A-2 Notes until the Class A-2 Notes are paid in full; (iii) to the Holders of the Class A-3 Notes until the Class A-3 Notes are paid in full; and (Hiv) to the CertificateholdersHolders of the Class A-4 Notes until the Class A-4 Notes are paid in full. (d) On each Distribution Date, the Master Servicer shall instruct the Indenture Trustee (based on the information contained in the Distribution Date Statement delivered on the related Master Servicer Report Date pursuant to Section 4.09), to distribute any excess amounts remaining amounts.from Available Funds after making the distributions described in Section 5.05

Distributions. (i) On or prior to the close of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to make the following deposits and distributions in the following order of priority, in each case, to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of or priority: (A) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (H) to the Certificateholders, any remaining amounts.

Distributions. (ia) On or prior Prior to any acceleration of the close Notes pursuant to Section 5.2 of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) belowIndenture, on each Payment Date, the Servicer, Indenture Trustee (based on the information contained in in, and as directed by, the Servicer’s Certificate delivered on or before the related Payment Determination Date pursuant to Section 4.09 hereof, 3.8) shall instruct the Indenture Trustee to make the following deposits and distributions in the following order of priority, in each casedistributions, to the extent of Available Funds, if any, remaining after application thereof Advances made on such Payment Date pursuant to prior clauses: (ASection 4.3(c) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Draw Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain deposit in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this electionfor such Payment Date, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (Ai) first, to the Servicer (or any predecessor Servicer, if applicable) for reimbursement of all outstanding Advances[, except Available Funds from the Risk Retention Reserve Account may not be used for this purpose]; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods[, except Available Funds from the Risk Retention Reserve Account may not be used for this purpose as long as the Servicer is VW Credit or an affiliate of VW Credit]; (iii) third, to the Noteholders, the Accrued Note Interest for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Note Interest, the amounts available will be applied to the payment of such interest on the Notes on a pro rata basis based on the amount of interest owed; (iv) fourth, to the Principal Distribution Account for distribution to the Noteholders pursuant to Section 8.2(c) of the Indenture, the Principal Distribution Amount; (v) fifth, to the Reserve Account, any additional amounts required to increase the amount in the Reserve Account up to the Specified Reserve Account Balance; (vi) sixth, to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, fees and expenses (including indemnification amounts) due and owing under the Trust Agreement, the Indenture and the Asset Representations Review Agreement, as applicable, which have not been previously paid; and (vii) seventh, to or at the direction of the Certificateholder, any funds remaining. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all feesamounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), expenses and indemnities due all Collections shall be paid to each such party or in accordance with the terms of the Basic Documents and not previously paid instructions provided from time to time by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (H) to the Certificateholders, any remaining amountsCertificateholder.

Distributions. (ia) On or prior Prior to any acceleration of the close Notes pursuant to Section 5.2 of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) belowIndenture, on each Payment Date, the Servicer, Indenture Trustee (based on the information contained in in, and as directed by, the Servicer’s 's Certificate delivered on or before the related Payment Determination Date pursuant to Section 4.09 hereof, 3.8) shall instruct the Indenture Trustee to make the following deposits and distributions in the following order of priority, in each casedistributions, to the extent of Available Funds, if any, remaining after application thereof Advances made on such Payment Date pursuant to prior clauses: (ASection 4.3(c) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Draw Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain deposit in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this electionfor such Payment Date, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (Ai) first, to the Servicer (or any predecessor Servicer, if applicable) for reimbursement of all outstanding Advances; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (iii) third, to the Noteholders, the Accrued Note Interest for the related Interest Period; provided that if there are not sufficient funds available to pay the entire amount of the Accrued Note Interest, the amounts available will be applied to the payment of such interest on the Notes on a pro rata basis; (iv) fourth, to the Principal Distribution Account for distribution to the Noteholders pursuant to Section 8.2(c) of the Indenture, the Noteholders' Principal Distribution Amount; (v) fifth, to the Reserve Account, any additional amounts required to increase the amount in the Reserve Account up to the Specified Reserve Account Balance; (vi) sixth, to the Owner Trustee, the Indenture Trustee and the Asset Representations ReviewerIndenture Trustee, all fees, fees and expenses (including indemnification amounts) permitted under the Trust Agreement and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the AdministratorIndenture, as applicable, on a pro rata basis based on amounts due and payable to each partywhich have not been previously paid; (Bvii) seventh, to the Holders Certificateholder, to reduce the outstanding principal amount of the Class A Notes, pro rataCertificate, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 NotesCertificateholder's Principal Distribution Amount, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notesif any; and (Hviii) eighth, to or at the Certificateholdersdirection of the Seller, any remaining amountsfunds remaining.

Distributions. (i) On or prior to the close of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to make the following deposits and distributions in the following order of priority, in each case, to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Note Distribution Account, the Class D Noteholders’ Interest Distributable Amount; (I) to the Note Distribution Account, the Noteholders’ Fourth Priority Principal Distributable Amount; (J) to the Note Distribution Account, the Noteholders’ Fifth Priority Principal Distributable Amount; (K) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (IL) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E), (G), (I) and (GJ) above; (JM) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (KN) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (KN) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (KN) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 A-3 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; (H) to the Holders of the Class D Notes, the accrued and unpaid interest on the Class D Notes; (I) to the Holders of the Class D Notes, the aggregate Outstanding Amount of the Class D Notes; (J) to the Holders of the Class E Notes, the aggregate Outstanding Amount of the Class E Notes; and (HK) to the Certificateholders, any remaining amounts.

Distributions. (i) On or prior to the close of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, Servicer shall instruct the Indenture Trustee (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee 4.09) to make the following deposits and distributions in the following order of priority, in each case, to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (IG) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (GE) above; (JH) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (KI) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (KI) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (KI) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of or priority: (A) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of Asset Representations Reviewer under the Basic Documents Asset Representations Review Agreement and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each partyServicer; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) if the Notes have been declared to be due and payable as a result of occurrence of an Event of Default under Section 5.01(a)(i) or (ii) of the Indenture, to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) if the Notes have been declared to be due and payable as a result of occurrence of an Event of Default under the Indenture other than as a result of default in payment of any interest on or principal of any Note in accordance with the Indenture, to the Holders of the Class B A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class B A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (F) to the Holders of the Class C B Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C B Notes; and (HG) to the Certificateholders, any remaining amounts.

Distributions. (i) On or prior to the close of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, Servicer shall instruct the Indenture Trustee (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee 4.09) to make the following deposits and distributions in the following order of priority, in each case, to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of or priority: (A) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) if the Notes have been declared to be due and payable as a result of occurrence of an Event of Default under Section 5.01(a)(i) or (ii) of the Indenture, to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) if the Notes have been declared to be due and payable as a result of occurrence of an Event of Default under Section 5.01(a)(i) or (ii) of the Indenture, to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B such Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) if the Notes have been declared to be due and payable as a result of occurrence of an Event of Default under the Indenture other than as a result of default in payment of any interest on or principal of any Note in accordance with the Indenture, to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (H) to the Holders of the Class B Notes, the Outstanding Amount of the Class B Notes; (I) to the Holders of the Class C Notes, the aggregate Outstanding Amount Amounts of the Class C Notes; and (HJ) to the Certificateholders, any remaining amounts.

Distributions. (i) On or prior to the close of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to make the following deposits and distributions in the following order of priority, in each case, to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (GE) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (HF) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (IG) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (ED) and (GE) above; (JH) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (KI) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (KI) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (KI) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (GE) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (HF) to the Certificateholders, any remaining amounts.

Distributions. (i) On or prior to the close of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to make the following deposits and distributions in the following order of priority, in each case, to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Note Distribution Account, the Class D Noteholders’ Interest Distributable Amount; (I) to the Note Distribution Account, the Noteholders’ Fourth Priority Principal Distributable Amount; (J) to the Note Distribution Account, the Noteholders’ Fifth Priority Principal Distributable Amount; (K) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (IL) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E), (G), (I) and (GJ) above; (JM) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (KN) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (KN) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (KN) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of or priority: (A) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 A-3 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; (H) to the Holders of the Class D Notes, the accrued and unpaid interest on the Class D Notes; (I) to the Holders of the Class D Notes, the aggregate Outstanding Amount of the Class D Notes; (J) to the Holders of the Class E Notes, the aggregate Outstanding Amount of the Class E Notes; and (HK) to the Certificateholders, any remaining amounts.

Distributions. (ia) On or prior Prior to any acceleration of the close Notes pursuant to Section 5.2 of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) belowIndenture, on each Payment Date, the Servicer, Indenture Trustee (based on the information contained in in, and as directed by, the Servicer’s Certificate delivered on or before the related Payment Determination Date pursuant to Section 4.09 hereof, 3.8) shall instruct the Indenture Trustee to make the following deposits and distributions in the following order of priority, in each casedistributions, to the extent of Available Funds, if any, remaining after application thereof Advances made on such Payment Date pursuant to prior clauses: (ASection 4.3(c) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Draw Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain deposit in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this electionfor such Payment Date, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (Ai) first, to the Servicer (or any predecessor Servicer, if applicable) for reimbursement of all outstanding Advances; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (iii) third, pro rata, to the Owner Trustee, the Indenture Trustee, the Issuer Delaware Trustee and the Asset Representations Reviewer, fees and expenses (including indemnification amounts) due and owing under the Trust Agreement, the Indenture and the Asset Representations Review Agreement, as applicable, which have not been previously paid, provided, that the amounts payable pursuant to this clause shall be limited to $275,000 per annum in the aggregate; (iv) fourth, to the Noteholders, the Accrued Note Interest for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Note Interest, the amounts available will be applied to the payment of such interest on the Notes on a pro rata basis based on the amount of interest owing; (v) fifth, to the Principal Distribution Account for distribution to the Noteholders pursuant to Section 8.2(c) of the Indenture, the Principal Distribution Amount; (vi) sixth, to the Reserve Account, any additional amounts required to increase the amount on deposit in the Reserve Account up to the Specified Reserve Account Balance; (vii) seventh, pro rata, to the Owner Trustee, the Indenture Trustee, the Issuer Delaware Trustee and the Asset Representations Reviewer, all feesamounts due pursuant to clause third above to the extent not paid in such clause; (viii) eighth, expenses to or at the direction of the Certificateholder, any funds remaining. Notwithstanding any other provision of this Section 4.4, following the occurrence and indemnities due during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to each such party Section 5.4(b) of the Indenture. (b) Upon and after any distribution to the Certificateholder of any amounts, the Noteholders shall not have any rights in, or claims to, those amounts. After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the terms of the Basic Documents and not previously paid instructions provided from time to time by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (H) to the Certificateholders, any remaining amountsCertificateholder.

Distributions. (i) On or prior to the close of business on before each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders, (C) all amounts required to be transferred from the Pre-Funding Account and the Negative Carry Account, if any, and (D) the net amount payable by or to the Trust under the Interest Rate Swaps, if any. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, Servicer shall instruct the Indenture Trustee (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee 4.09) to make the following deposits and distributions in the following order of priority, in each case, to the extent of Total Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) pro rated to the Asset Representations Reviewerapplicable Swap Counterparty, all feesthe applicable Monthly Swap Payment Amount, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar yearif any; (B) pro rata (a) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable AmountAmount and (b) to the applicable Swap Counterparty, any Senior Swap Termination Payment Amount owed to such Swap Counterparty by the Trust, if any; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) pro rated to the Asset Representations Reviewerapplicable Swap Counterparty, all fees, expenses any Subordinate Swap Termination Payment Amount together with any other amount due and indemnities due payable by the Trust to such Swap Counterparty pursuant to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) aboveInterest Rate Swap, if any; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Total Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on before the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of or priority: (A) pro rated to the Owner Trusteeapplicable Swap Counterparty, the Indenture Trustee and the Asset Representations Reviewerapplicable Monthly Swap Payment Amount, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each partyif any; (B) pro rata (a) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class class of the Class A NotesNotes and (b) to the applicable Swap Counterparty, any Senior Swap Termination Payment Amount owed to such Swap Counterparty by the Trust, if any; (C) if the Notes have been declared to be due and payable as a result of occurrence of an Event of Default under Section 5.01(a)(i) or (ii) of the Indenture, to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) if the Notes have been declared to be due and payable as a result of occurrence of an Event of Default under Section 5.01(a)(i) or (ii) of the Indenture, to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B such Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) if the Notes have been declared to be due and payable as a result of occurrence of an Event of Default under the Indenture other than as a result of default in payment of any interest on or principal of any Note in accordance with the Indenture, to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (H) if the Notes have been declared to be due and payable as a result of occurrence of an Event of Default under the Indenture other than as a result of default in payment of any interest on or principal of any Note in accordance with the Indenture, to the Holders of the Class B Notes, the aggregate Outstanding Amount of such Notes; (I) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; (J) pro rated to the applicable Swap Counterparty, any Subordinate Swap Termination Payment Amount together with any other amount due and payable by the Trust to such Swap Counterparty pursuant to the Interest Rate Swaps, if any; and (HK) to the Certificateholders, any remaining amounts.

Distributions. (i) On or prior to the close of business on each Payment Determination Date [(other than the Special Payment Date)], the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and [and] (B) all amounts required to be distributed to the Certificateholders, [(C) all amounts required to be transferred from the Pre-Funding Account and the Negative Carry Account][,] [and] [(D) the net amount payable by or to the Trust under the Interest Rate Swaps] [and (E) all amounts required to be deposited in, and transferred from, the Accumulation Account]. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date [(other than the Special Payment Date)], the Servicer, Servicer shall instruct the Indenture Trustee (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee ) to make the following deposits and distributions in the following order of priority, in each case, to the extent of [Total] Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) [pro rata to (a) the applicable Swap Counterparty, the applicable Monthly Swap Payment Amount, if any and (b)] to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 [ ] per calendar year; (B) [pro rata to (a)] the Note Distribution Account, the Class A Noteholders’ Interest Distributable AmountAmount [and (b) the applicable Swap Counterparty, any Senior Swap Termination Payment Amount owed to such Swap Counterparty by the Trust]; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) [during the Revolving Period, to the Accumulation Account, the Parity Reinvestment Amount and, following the Revolving Period,] to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) [to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount;] (G) [[during the Revolving Period, to the Accumulation Account, the Parity Reinvestment Amount and, following the Revolving Period,] to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount;]] (H) [to the Note Distribution Account, the Class D Noteholders’ Interest Distributable Amount;] (I) [[during the Revolving Period, to the Accumulation Account, the Parity Reinvestment Amount and, following the Revolving Period,] to the Note Distribution Account, the Noteholders’ Fourth Priority Principal Distributable Amount;]] (J) [to the Note Distribution Account, the Class E Noteholders’ Interest Distributable Amount;] (K) [[during the Revolving Period, to the Accumulation Account, the Parity Reinvestment Amount and, following the Revolving Period,] to the Note Distribution Account, the Noteholders’ Fifth Priority Principal Distributable Amount;]] (L) [to the Note Distribution Account, the Class F Noteholders’ Interest Distributable Account;] (M) [during the Revolving Period, to the Accumulation Account, the Parity Reinvestment Amount and, following the Revolving Period,] to the Note Distribution Account, the Noteholders’ Sixth Priority Principal Distributable Amount;]] (N) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve AmountAmount [and to reimburse the Reserve Account Letter of Credit Bank for any unreimbursed draws]; (IO) [during the Revolving Period, to the Accumulation Account, an amount equal to the excess, if any, of the Target Reinvestment Amount minus any amounts allocated to the Accumulation Account pursuant to clause [(E)],[(G)],[(I)] [and] [(K)] [and] [M] above and, following the Revolving Period,] to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), [,] [and] (E) [and (G) )] [and (I)] [and (K)] [and (M)] above; (JP) [pro rata to the applicable Swap Counterparty, any Subordinate Swap Termination Payment Amount together with any other amount due and payable by the Trust to such Swap Counterparty pursuant to the Interest Rate Swap]; (Q) [(A) on any payment date prior to the Class [ ] Final Scheduled Payment Date, if the sum of (i) Available Funds remaining after payment of clauses (A) through (M) above and (ii) the remaining available balance in the Class [ ] reserve account after payment of all amounts due pursuant to clause [(M)] above, is equal to or greater than the outstanding principal amount of the Class [ ] Notes, principal of the Class [ ] Notes in an amount equal to the outstanding principal amount of the Class [ ] Notes, otherwise, in an amount equal to Available Funds remaining after payment of clauses (A) through [(M)] above; (B) on the Class [ ] Final Scheduled Payment Date, principal to the Class [ ] Notes in an amount equal to the outstanding principal amount of the Class [ ] Notes;] (R) [to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; ;] [and] (KS) [to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior Collection Periods;][and]] (T) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such [Total] Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K[P]) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K[P]) above). [If any Class [ ] Notes remain outstanding after the [ ] Payment Date, (a)(i) any accrued and unpaid interest on the Class [ ] Notes for the Interest Accrual Period with respect to the Special Payment Date (including, without limitation, the amount of any Class [ ] Noteholders’ Interest Distributable Amount due and payable to the Holders of the Class [ ] Notes on the Special Payment Date), and (ii) any outstanding principal of the Class [ ] Notes, will in each case be due and payable to the Holders of the Class [ ] Notes on the Special Payment Date, and (b) a special Record Date of [ ] 20[ ] will apply for the Class [ ] Notes and the Special Payment Date. Any such amounts described in clause (a) in the immediately preceding sentence will be payable from Available Funds for the regularly scheduled [ ] Payment Date.] (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A) [pro rata to (a) the applicable Swap Counterparty, the applicable Monthly Swap Payment Amount, if any, and (b)] to the Owner Trustee, [the Grantor Trust Trustee,] the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) [pro rata to (a)] the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A NotesNotes [and (b) the applicable Swap Counterparty, any Senior Swap Termination Payment Amount owed to such Swap Counterparty by the Trust, if any]; (C) [if the Notes have been declared to be due and payable as a result of the occurrence of an Event of Default under Section 5.01(a)(i) or (ii) of the Indenture,] to the Holders of the Class A-1 A[-1] Notes, the aggregate Outstanding Amount of such Notes, [and then to the Holders of the Class A-2 Notes, the aggregate Outstanding Amount of such Notes, then to the Holders of the Class A-3 Notes, the aggregate Outstanding Amount of such Notes[,] [and] then to the Holders of the Class A-4 Notes[, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 A-5 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes]]; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) [if the Notes have been declared to be due and payable as a result of the occurrence of an Event of Default under Section 5.01(a)(i) or (ii) of the Indenture,] to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) [to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes;] (G) [to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and;] (H) [to the Holders of the Class D Notes, the accrued and unpaid interest on the Class D Notes;] (I) [to the Holders of the Class D Notes, the aggregate Outstanding Amount of the Class D Notes;] (J) [to the Holders of the Class E Notes, the accrued and unpaid interest on the Class E Notes;] (K) [to the Holders of the Class E Notes, the aggregate Outstanding Amount of the Class E Notes;] (L) [to the Holders of the Class F Notes, the accrued and unpaid interest on the Class F Notes;] (M) [to the Holders of the Class F Notes, the aggregate Outstanding Amount of the Class F Notes;] (N) [pro rata to the applicable Swap Counterparty, any Subordinate Swap Termination Payment Amount together with any other amount due and payable by the Trust to such Swap Counterparty pursuant to the Interest Rate Swaps;] [and] (O) [(A) on any payment date prior to the Class [ ] Final Scheduled Payment Date, if the sum of (i) Available Funds remaining after payment of clauses (A) through (M) above and (ii) the remaining available balance in the Class [ ] reserve account after payment of all amounts due pursuant to clause [(M)] above, is equal to or greater than the outstanding principal amount of the Class [ ] Notes, principal of the Class [ ] Notes in an amount equal to the outstanding principal amount of the Class [ ] Notes, otherwise, in an amount equal to Available Funds remaining after payment of clauses (A) through [(M)] above; (B) on the Class [ ] Final Scheduled Payment Date, principal to the Class [ ] Notes in an amount equal to the outstanding principal amount of the Class [ ] Notes;] (P) [to the Reserve Account Letter of Credit Bank, any unreimbursed draws on the Reserve Account Letter of Credit;] [and] (Q) [to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior Collection Periods;][and]] (R) to the Certificateholders, any remaining amounts.

Distributions. (ia) On or prior Prior to any acceleration of the close Notes pursuant to Section 5.2 of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) belowIndenture, on each Payment Date, the Servicer, Indenture Trustee (based on the information contained in in, and as directed by, the Servicer’s Certificate delivered on or before the related Payment Determination Date pursuant to Section 4.09 hereof, 3.8) shall instruct the Indenture Trustee to make the following deposits and distributions in the following order of priority, in each casedistributions, to the extent of Available Funds, if any, remaining after application thereof Advances made on such Payment Date pursuant to prior clauses: (ASection 4.3(c) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Draw Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain deposit in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this electionfor such Payment Date, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (i) first, to the Servicer (or any predecessor Servicer, if applicable) for reimbursement of all outstanding Advances; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (iii) [third, to the Swap Counterparty, the Net Swap Payment, if any, for such Payment Date;] (iv) fourth, pro rata, [(A) to the Swap Counterparty, any Senior Swap Termination Payments for such Payment Date, and (B)] to the Noteholders, the Accrued Note Interest for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Note Interest, the amounts available will be applied to the payment of such interest on the Notes on a pro rata basis; (v) fifth, to the Principal Distribution Account for distribution to the Noteholders pursuant to Section 8.2(c) of the Indenture, the Principal Distribution Amount; (vi) sixth, to the Reserve Account, any additional amounts required to increase the amount in the Reserve Account up to the Specified Reserve Account Balance; (vii) [seventh, to the Swap Counterparty, any Subordinated Swap Termination Payments for such Payment Date;] (viii) eighth, to the Owner Trustee and the Indenture Trustee, fees and expenses (including indemnification amounts) due and owing under the Trust Agreement and the Indenture, as applicable, which have not been previously paid; and (ix) ninth, to or at the direction of the Certificateholder, any funds remaining. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee and shall apply all amounts on deposit in the Asset Representations ReviewerCollection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes[, all feesamounts payable to the Swap Counterparty] and all other amounts payable under Section 4.4(a), expenses and indemnities due all Collections shall be paid to each such party or in accordance with the terms of the Basic Documents and not previously paid instructions provided from time to time by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (H) to the Certificateholders, any remaining amountsCertificateholder.

Distributions. (i) On or prior to the close of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and [and] (B) all amounts required to be distributed to the Certificateholders, [(C) all amounts required to be transferred from the Pre-Funding Account and the Negative Carry Account][,] [and] [(D) the net amount payable by or to the Trust under the Interest Rate Swaps] [and (E) all amounts required to be deposited in, and transferred from, the Accumulation Account]. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, Servicer shall instruct the Indenture Trustee (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee 4.09) to make the following deposits and distributions in the following order of priority, in each case, to the extent of Total Available Funds, if any, remaining after application thereof pursuant to prior clausesclauses [(provided, that, amounts withdrawn from the Reserve Account may not be used to pay amounts owing to World Omni or any Affiliate of World Omni to the extent such Person is a Noteholder or a Note Owner)]: (A) [pro rated to (a) the applicable Swap Counterparty, the applicable Monthly Swap Payment Amount, if any and (b)] [to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 [ ] per calendar year;] (B) [pro rata to (a)] the Note Distribution Account, the Class A Noteholders’ Interest Distributable AmountAmount [and (b) the applicable Swap Counterparty, any Senior Swap Termination Payment Amount owed to such Swap Counterparty by the Trust]; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) [during the Revolving Period, to the Accumulation Account, the Parity Reinvestment Amount and, following the Revolving Period,] to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) [to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount;] (G) [[during the Revolving Period, to the Accumulation Account, the Parity Reinvestment Amount and, following the Revolving Period,] to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount;]] (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) [during the Revolving Period, to the Accumulation Account, an amount equal to the excess, if any, of the Target Reinvestment Amount minus any amounts allocated to the Accumulation Account pursuant to clause [(E)][(G)] above and, following the Revolving Period,] to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), [,] [and] (E) [and (G) )] above; (J) [pro rated to the applicable Swap Counterparty, any Subordinate Swap Termination Payment Amount together with any other amount due and payable by the Trust to such Swap Counterparty pursuant to the Interest Rate Swap]; (K) [to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; ;] and (KL) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Total Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (KL) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (KL) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of or priority: (A) [pro rated to (a) the Owner Trusteeapplicable Swap Counterparty, the Indenture Trustee applicable Monthly Swap Payment Amount, if any, and (b)] [to the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of Asset Representations Reviewer under the Basic Documents and Asset Representations Review Agreement not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each partyServicer;] (B) [pro rata to (a)] the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A NotesNotes [and (b) the applicable Swap Counterparty, any Senior Swap Termination Payment Amount owed to such Swap Counterparty by the Trust, if any]; (C) if the Notes have been declared to be due and payable as a result of occurrence of an Event of Default under Section 5.01(a)(i) or (ii) of the Indenture, to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, [and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes][and then to the Holders of the Class A-2 Notes, the aggregate Outstanding Amount of such Notes, then to the Holders of the Class A-3 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-4 Notes, the aggregate Outstanding Amount of such Notes]; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) [to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes;] (F) if the Notes have been declared to be due and payable as a result of occurrence of an Event of Default under the Indenture other than as a result of default in payment of any interest on or principal of any Note in accordance with the Indenture, to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, [and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes][and then to the Holders of the Class A-2 Notes, the aggregate Outstanding Amount of such Notes, then to the Holders of the Class A-3 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-4 Notes, the aggregate Outstanding Amount of such Notes]; (G) to the Holders of the Class B Notes, the Outstanding Amount of the Class B Notes; (H) [to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; ;] (I) [pro rated to the applicable Swap Counterparty, any Subordinate Swap Termination Payment Amount together with any other amount due and payable by the Trust to such Swap Counterparty pursuant to the Interest Rate Swaps;] and (HJ) to the Certificateholders, any remaining amounts.

Distributions. (i) On or prior to the close of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date (other than the Special Payment Date), the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to make the following deposits and distributions in the following order of priority, in each case, to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Note Distribution Account, the Class D Noteholders’ Interest Distributable Amount; (I) to the Note Distribution Account, the Noteholders’ Fourth Priority Principal Distributable Amount; (J) to the Note Distribution Account, the Noteholders’ Fifth Priority Principal Distributable Amount; (K) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (IL) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E), (G), (I) and (GJ) above; (JM) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (KN) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (KN) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (KN) above). If any Class A-1 Notes remain outstanding after the September 2022 Payment Date, (a)(i) any accrued and unpaid interest on the Class A-1 Notes for the Interest Accrual Period with respect to the Special Payment Date (including, without limitation, the amount of any Class A Noteholders’ Interest Distributable Amount due and payable to the Holders of the Class A-1 Notes on the Special Payment Date), and (ii) any outstanding principal of the Class A-1 Notes, will in each case be due and payable to the Holders of the Class A-1 Notes on the Special Payment Date, and (b) a special Record Date of October 13, 2022 will apply for the Class A-1 Notes and the Special Payment Date. Any such amounts described in clause (a) in the immediately preceding sentence will be payable from Available Funds for the regularly scheduled October 2022 Payment Date. (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 A-3 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; (H) to the Holders of the Class D Notes, the accrued and unpaid interest on the Class D Notes; (I) to the Holders of the Class D Notes, the aggregate Outstanding Amount of the Class D Notes; (J) to the Holders of the Class E Notes, the aggregate Outstanding Amount of the Class E Notes; and (HK) to the Certificateholders, any remaining amounts.

Distributions. (ia) On or prior to the close of business on each Payment Determination Distribution Date, the Servicer Trust Collateral Agent shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, based solely on the information contained in the Servicer’s 's Certificate delivered pursuant to Section 4.11 on the related Payment Determination Reporting Date pursuant unless the Insurer shall have notified the Trust Collateral Agent of any errors or deficiencies with respect thereto) cause to Section 4.09 hereof, shall instruct the Indenture Trustee to make be made the following deposits transfers and distributions in the following order of priority, amounts set forth in each case, to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clausessuch report for such Distribution Date: (Ai) to During the Asset Representations ReviewerPre-Funding Period, all fees, expenses and indemnities due to from the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) Pre-Funding Period Reserve Account to the Note Distribution Account, in immediately available funds, the Class A Noteholders’ Interest Distributable Amount;Monthly Pre-Funding Period Reserve Amount for such Distribution Date; and (Cii) If such Distribution Date is the Mandatory Redemption Date, from the Pre-Funding Account to the Note Distribution Account, in immediately available funds, the Noteholders’ First Priority Principal Distributable Amount;Pre-Funded Amount after giving effect to the purchase of Subsequent Receivables, if any, on the Mandatory Redemption Date. (Db) On each Distribution Date, the Trust Collateral Agent shall, to the Note Distribution Account, extent of the Class B Noteholders’ Interest Distributable Amount; Available Amount (E) any amount of which was deposited to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses Section 5.11 to be applied only as directed by the Insurer) together with funds withdrawn from the Spread Account, if any, make the following payments (C)in case of the withdrawals from the Spread Account, (E) for payments of the Servicing Fee, the Noteholders' Distributable Amount and (G) above; (J) any amounts owing to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid Insurer pursuant to clause (Aiv) above; and (Kbelow only) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (Ai) from the Distribution Account to the Servicer, the Servicing Fee for the related Due Period, Period, and any unpaid Servicing Fees from prior Due Periods to the extent not previously paid; (ii) from the Distribution Account to each of the Trust Collateral Agent, the Trustee, the Owner Trustee, the Collateral Agent and the Custodian, their respective accrued and unpaid fees to the extent not paid by the Servicer; (iii) from the Distribution Account to the Note Distribution Account, the Noteholders' Distributable Amount (other than the amount to be transferred from the Pre-Funding Account to the Note Distribution Account in accordance with Section 5.7(a)(ii)); (iv) from the Distribution Account to the Insurer (or any designee thereof), to the extent of any amounts owing to the Insurer under the Insurance Agreement, the Indenture or this Agreement and not paid; (v) from the Distribution Account to the Collateral Agent for deposit to the Spread Account, all Available Amounts remaining after distribution pursuant to clause (i) through (iv) above; (vi) from amounts, if any, released from the Spread Account on such Distribution Date, to the Pre-Funding Period Reserve Account, the amount by which the Required Reserve Amount exceeds the amount of funds on deposit therein after giving effect to any withdrawals from the Pre-Funding Period Reserve Account on such Distribution Date; (vii) from amounts (as reduced by the distributions pursuant to clause (vi) above), if any, release from the Spread Account on such Distribution Date, to the Trustee and the Asset Representations Reviewer, all fees, Owner Trustee for any unreimbursed expenses and to pay any indemnities due owed by the Seller to each the Trustee under the Indenture or to the Owner Trustee under the Trust Agreement; (viii) from amounts (as reduced by the distribution pursuant to clauses (vi) and (vii) above), if any, released from the Spread Account on such party Distribution Date, to reimburse the Servicer for any expense of an Opinion of Counsel incurred in accordance connection with an amendment to the terms of the Basic Documents Indenture, and not previously paid any expenses incurred by the Servicer or the Administrator, as applicable, on in connection with a pro rata basis based on amounts due and payable to each partyrealization upon a Defaulted Receivable; (Bix) from amounts (as reduced by the distribution pursuant to clauses (vi), (vii) and (viii) above), if any released from the Spread Account on such Distribution Date, to reimburse the Backup Servicer for expenses incurred by the Backup Servicer and to reimburse the Servicer for expenses incurred by and reimbursable, or any indemnities payable by the Seller, to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A NotesServicer pursuant to this Agreement; (Cx) from amounts (as reduced by the distribution pursuant to clauses (vi), (vii), (viii) and (ix) above), if any released from the Spread Account on such Distribution Date, to reimburse the Seller for expenses incurred by and reimbursable to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then Seller pursuant to the Holders of the Class A-2 Notes, the Class A-3 Notes Indenture and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notesthis Agreement; and (Hxi) from amounts (as reduced by the distribution pursuant to clauses (vi), (vii), (viii), (ix) and (x) above), if any released from the Spread Account on such Distribution Date, to the Certificateholdersholder(s) of the Trust Certificates, any remaining funds. provided, however, that, (A) following an acceleration of the Notes or, (B) if an Insurer Default shall have occurred and be continuing and an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv), 5.1(v) or 5.1(vi) of the Indenture shall have occurred and be continuing, in each case, to the extent actually known by a Trust Officer of the Trust Collateral Agent, or (C) the receipt of Insolvency Proceeds pursuant to Section 11.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) and the Distribution Account shall be paid to the Noteholders and the Certificateholders pursuant to Section 5.6 of the Indenture. (c) Each Certificateholder, by its acceptance of its Trust Certificate, will be deemed to have consented to the provisions of paragraph (b) above relating to the priority of distributions and will be further deemed to have acknowledged that no property rights in any amount of funds or the proceeds of any such amount shall vest in such Certificateholder until such amount has been distributed to such Certificateholder pursuant to such provisions; provided, that the foregoing shall not restrict the right of any Certificateholder, upon compliance with the provisions hereof, from seeking to compel the performance of the provisions hereof by the parties hereto. (d) In furtherance of and not in limitation of the foregoing, each Certificateholder, by acceptance of its Trust Certificate, specifically acknowledges that no amounts shall be received by it, nor shall it have any right to receive any amounts, unless and until such amounts have been distributed pursuant to clause (xi) above to such Certificateholder. Each Certificateholder, by acceptance of its Trust Certificate, further specifically acknowledges that it has no right to or interest in any monies at any time held pursuant to the Spread Account Agreement or pursuant hereto prior to the release of such monies as aforesaid, such monies being held in trust for the benefit of the Noteholders and the Insurer. Notwithstanding the foregoing, in the event that it is ever determined that the monies held in the Spread Account constitute a pledge of collateral, then the provisions of this Agreement and the Spread Account Agreement shall be considered to constitute a security agreement and the Seller and the Certificateholders hereby grant to the Collateral Agent for the benefit of the Trustee and the Insurer a first priority perfected security interest in such amounts, to be applied as set forth in Section 3.03 of the Spread Account Agreement. In addition, each Certificateholder, by acceptance of its Trust Certificate, hereby appoints the Seller as its agent to pledge a first priority perfected security interest in the Spread Account, and any amounts held therein from time to time to the Collateral Agent for the benefit of the Trustee and the Insurer pursuant to the Spread Account Agreement and agrees to execute and deliver such instruments of conveyance, assignment, grant, confirmation, etc., as well as any financing statements, in each case as the Insurer shall consider reasonably necessary in order to perfect the Collateral Agent's Security Interest in the Collateral (as such terms are defined in the Spread Account Agreement). (e) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Section 5.7(b) on the related Distribution Date.

Distributions. (i) On or prior to the close of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, Trustee shall (based solely on the information contained in the thee Servicer’s 's Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereofDate, shall instruct upon which the Indenture Trustee to make may conclusively rely) distribute the following deposits amounts and distributions in the following order of priority specified below. Within each order of priority, amounts shall be deemed withdrawn first from Available Pledged Revenues, and second (but only as to amounts described in each caseclauses (ii) and (iii) below) from amounts deposited in the Collection Account pursuant to Section 7.02. (i) first, from the Available Pledged Revenues then on deposit in the Collection Account, to the Servicer,, the Sevicing Fee and Servicer Advances for the related Collection Period (less that portion thereof to be applied by the Trustee in accordance with the Cash Collateral Account Agreement) and any amounts specified in Section 2.05 hereof, to the extent the Servicer has not reimbursed itself in respect of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar yearsuch amounts; (Bii) second, from the Amount Available then remaining on deposit in the Collection Account, to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) Account an amount equal to the Note Distribution Interest Distributable Amount for such Payment Date. (iii) third, from the Amount Available then remaining on deposit in the Collection Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Note Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) abovefor such Payment Date; (Jiv) fourth, from the Amount Available then remaining on deposit in the Collection Account, to the Asset Representations ReviewerCash Collateral Account, all feesthe amount, expenses and indemnities due if any, necessary to increase the balance therein to the Asset Representations Reviewer under Requisite Cash Collateral Amount; (v) fifth, from the Asset Representations Review Agreement but not paid pursuant Amount Available then remaining on deposit in the Collection Account, to clause (A) abovethe parties entitled thereto in accordance with the Cash Collateral Account Agreement, any amounts due and unpaid thereunder; and (Kvi) to the Certificateholderssixth, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Amount Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close Owner Trustee for distribution to the Equity Certificateholder. In the event the Servicer's Certificate shows that, as of business any Determination Date, there are amounts on the related Payment Determination Date to retain deposit in the Collection Account all or a portion which do not constitute Pledged Revenues due to the clause (ii)(b) of distributions otherwise payable the definition thereof and to them which the Depositor is entitled pursuant to clause (K) above. If Section 2.04 hereof, the Certificateholders make this election, these amounts will be treated as collections during Trustee shall forthwith pay such amount to or upon the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (H) to the Certificateholders, any remaining amountsDepositor.

Distributions. (i) On or prior to the close of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to make the following deposits and distributions in the following order of priority, in each case, to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (HG) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (IH) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) ), and (GF) above; (JI) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (KJ) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (KJ) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (KJ) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 A-3 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (HG) to the Certificateholders, any remaining amounts.

Distributions. (i) On or prior to the close of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to make the following deposits and distributions in the following order of priority, in each case, to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such the Class A-1 Notes, then to the Holders of the Class A-2 Notes (pro rata between the Class A-2a Notes and the Class A-2b Notes) the aggregate Outstanding Amount of the Class A-2 Notes, then to the Holders of the Class A-3 Notes, the aggregate Outstanding Amount of the Class A-3 Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such the Class A-4 Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (H) to the Certificateholders, any remaining amounts.

Distributions. (i) On or prior to the close of business on before each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders, (C) all amounts required to be transferred from the Pre-Funding Account and the Negative Carry Account, if any, and (D) the net amount payable by or to the Trust under the Interest Rate Swaps, if any. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, Servicer shall instruct the Indenture Trustee (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee 4.09) to make the following deposits and distributions in the following order of priority, in each case, to the extent of Total Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) pro rated to the Asset Representations Reviewerapplicable Swap Counterparty, all feesthe applicable Monthly Swap Payment Amount, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar yearif any; (B) pro rata (a) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable AmountAmount and (b) to the applicable Swap Counterparty, any Senior Swap Termination Payment Amount owed to such Swap Counterparty by the Trust, if any; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (IG) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (GE) above; (JH) pro rated to the Asset Representations Reviewerapplicable Swap Counterparty, all fees, expenses any Subordinate Swap Termination Payment Amount together with any other amount due and indemnities due payable by the Trust to such Swap Counterparty pursuant to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) aboveInterest Rate Swap, if any; and (KI) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Total Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (KI) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (KI) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of or priority: (A) pro rated to the Owner Trusteeapplicable Swap Counterparty, the Indenture Trustee and the Asset Representations Reviewerapplicable Monthly Swap Payment Amount, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each partyif any; (B) pro rata (a) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class class of the Class A NotesNotes and (b) to the applicable Swap Counterparty, any Senior Swap Termination Payment Amount owed to such Swap Counterparty by the Trust, if any; (C) if the Notes have been declared to be due and payable as a result of occurrence of an Event of Default under Section 5.01(a)(i) or (ii) of the Indenture, to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) if the Notes have been declared to be due and payable as a result of occurrence of an Event of Default under the Indenture other than as a result of default in payment of any interest on or principal of any Note in accordance with the Indenture, to the Holders of the Class B A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class B A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (F) to the Holders of the Class C B Notes, the accrued and unpaid interest on Outstanding Amount of the Class C B Notes; (G) pro rated to the Holders of applicable Swap Counterparty, any Subordinate Swap Termination Payment Amount together with any other amount due and payable by the Class C NotesTrust to such Swap Counterparty pursuant to the Interest Rate Swaps, the aggregate Outstanding Amount of the Class C Notesif any; and (H) to the Certificateholders, any remaining amounts.

Distributions. (i) On or prior to the close of business on before each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders, (C) all amounts required to be transferred from the Pre-Funding Account and the Negative Carry Account, if any, and (D) the net amount, if any, payable by or to the Trust under the Interest Rate Swap. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, Servicer shall instruct the Indenture Trustee (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee 4.09) to make the following deposits and distributions in the following order of priority, in each case, to the extent of Total Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations ReviewerSwap Counterparty, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar yearMonthly Swap Payment Amount; (B) pro rata (a) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount and (b) to the Swap Counterparty, any Senior Swap Termination Payment Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (IG) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (GE) above; (JH) to the Asset Representations ReviewerSwap Counterparty, all fees, expenses any Subordinate Swap Termination Payment Amount together with any other amount due and indemnities due payable by the Trust to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid Swap Counterparty pursuant to clause (A) abovethe Interest Rate Swap; and (KI) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Total Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (KI) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (KI) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of or priority: (A) to the Owner Trustee, Swap Counterparty the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each partyMonthly Swap Payment Amount; (B) pro rata (a) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class class of the Class A NotesNotes and (b) to the Swap Counterparty, any Senior Swap Termination Payment Amount owed by the Trust; (C) if the Notes have been declared to be due and payable as a result of occurrence of an Event of Default under Section 5.01(i) or (ii) of the Indenture, to the Holders of the Class A-1 A Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders each Class of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such A Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) if the Notes have been declared to be due and payable as a result of occurrence of an Event of Default under the Indenture other than as a result of default in payment of any interest on or principal of any Note in accordance with the Indenture, to the Holders of the Class B A Notes, the aggregate Outstanding Amount of each Class of the Class B A Notes; (F) to the Holders of the Class C B Notes, the accrued and unpaid interest on Outstanding Amount of the Class C B Notes; (G) to the Holders of Swap Counterparty, any Subordinate Swap Termination Payment Amount together with any other amount due and payable by the Class C Notes, Trust to the aggregate Outstanding Amount of Swap Counterparty pursuant to the Class C NotesInterest Rate Swap; and (H) to the Certificateholders, any remaining amounts.

Distributions. (ia) On or prior Prior to any acceleration of the close Notes pursuant to Section 5.2 of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) belowIndenture, on each Payment Date, the Servicer, Indenture Trustee (based on the information contained in in, and as directed by, the Servicer’s Certificate delivered on or before the related Payment Determination Date pursuant to Section 4.09 hereof, 3.8) shall instruct the Indenture Trustee to make the following deposits and distributions in the following order of priority, in each casedistributions, to the extent of Available Funds, if any, remaining after application thereof Advances made on such Payment Date pursuant to prior clauses: (ASection 4.3(c) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Draw Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain deposit in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this electionfor such Payment Date, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (Ai) first, to the Servicer (or any predecessor Servicer, if applicable) for reimbursement of all outstanding Advances; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (iii) third, pro rata, to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, fees and expenses (including indemnification amounts) due and owing under the Trust Agreement, the Indenture and the Asset Representations Review Agreement, as applicable, which have not been previously paid, provided, that the amounts payable pursuant to this clause shall be limited to $275,000 per annum in the aggregate; (iv) fourth, to the Noteholders, the Accrued Note Interest for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Note Interest, the amounts available will be applied to the payment of such interest on the Notes on a pro rata basis based on the amount of interest owing; (v) fifth, to the Principal Distribution Account for distribution to the Noteholders pursuant to Section 8.2(c) of the Indenture, the Principal Distribution Amount; (vi) sixth, to the Reserve Account, any additional amounts required to increase the amount on deposit in the Reserve Account up to the Specified Reserve Account Balance; (vii) seventh, pro rata, to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all feesamounts due pursuant to clause third above to the extent not paid in such clause; (viii) eighth, expenses to or at the direction of the Certificateholder, any funds remaining. Notwithstanding any other provision of this Section 4.4, following the occurrence and indemnities due during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to each such party Section 5.4(b) of the Indenture. (b) Upon and after any distribution to the Certificateholder of any amounts, the Noteholders shall not have any rights in, or claims to, those amounts. After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the terms of the Basic Documents and not previously paid instructions provided from time to time by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (H) to the Certificateholders, any remaining amountsCertificateholder.

Distributions. (i) On or prior to the close of business on each Payment Determination Distribution Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, based solely on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Distribution Date pursuant to Section 4.09 hereofStatement, shall instruct the Indenture Trustee will apply the Net Collections available from the Payment Account, along with any amounts deposited into the Payment Account from the Prefunding Account and the Capitalized Interest Account, with respect to such Distribution Date to make the following deposits and distributions in the following amounts and order of priority: (i) to the Servicer, the Servicing Fee, including any accrued and unpaid Servicing Fees with respect to one or more prior Collection Periods; (ii) to the Indenture Trustee, the Owner Trustee and the Trust Agent, any accrued and unpaid fees of the Indenture Trustee, the Owner Trustee and the Trust Agent, in each case, case to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and such fees have not been previously paid by the Servicer, up to a maximum of $150,000 per calendar yearServicer or the Administrator; (Biii) to the Note Distribution Account, the Note Interest Distributable Amount to be paid to the Holders of the Class A Noteholders’ Notes at their respective Interest Distributable AmountRates; (Civ) to the Note Distribution Account, if such Distribution Date is a Note Final Scheduled Distribution Date for any Class of Notes, the Noteholders’ First Priority Note Principal Distributable AmountAmount to the extent of the remaining principal amount of such Class of Notes, to be paid to the Holders of such Class of Notes; (Dv) if such Distribution Date is the Mandatory Partial Redemption Date, to the Note Distribution Account, the Mandatory Partial Redemption Amount, to be distributed to the Holders of the Class A-1 Notes if such amount is less than or equal to $50,000, and to be distributed to the Holders of all Notes, pro rata based on the then outstanding principal balance of the Notes, if such amount exceeds $50,000; (vi) to the Note Distribution Account, solely from Net Collections (plus amounts transferred from the Class B Noteholders’ Prefunding Account representing earnings from investments therein and amounts transferred from the Capitalized Interest Distributable Amount; (EAccount, if any) remaining after giving effect to the Note Distribution Accountdistributions described in clauses (i) through (v) above, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the remaining Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated (after giving effect to the Note Distribution Account pursuant to clauses (C)payment, (E) and (G) above; (J) to the Asset Representations Reviewerif any, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to described in clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (Kiv) above). (iii) In the event Notes are declared , to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) first to the Holders of the Class A-1 NotesNotes until the principal amount of the Class A-1 Notes has been reduced to zero, the aggregate Outstanding Amount of such Notessecond, and then to the Holders of the Class A-2 Notes, Notes until the principal amount of the Class A-3 A-2 Notes and the Class A-4 Noteshas been reduced to zero, pro ratathird, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, A-3 Notes until the accrued and unpaid interest on principal amount of the Class B Notes; (E) A-3 Notes has been reduced to zero, and fourth, to the Holders of the Class B Notes, A-4 Notes until the aggregate Outstanding Amount principal amount of the Class B NotesA-4 Notes has been reduced to zero; (Fvii) to the Holders of Insurer, after giving effect to the Class C Notesdistributions described in clauses (i) through (vi) above, any amounts, including the accrued and unpaid interest on Premium, owing to the Class C NotesInsurer under the Insurance Agreement; (Gviii) to the Holders of Spread Account, after giving effect to the Class C Notesdistributions described in clauses (i) through (vii) above, the aggregate Outstanding Amount of amount, if any, required to increase the Class C Notesamount therein to the Spread Account Maximum for such Distribution Date; and (Hix) any amounts remaining after distribution of the Accelerated Principal Distributable Amount as part of the Note Principal Distributable Amount, if applicable, shall be deposited into the Spread Account. Any amounts deposited in the Payment Account pursuant to 4.04(b) with respect to a Distribution Date and any amounts received by the Indenture Trustee as a result of a claim under the Policy that represent the Deficiency Amount with respect to such Distribution Date shall be applied by the Indenture Trustee solely to make the deposits and distributions referred to in clauses (i) through (iv) above, in that order of priority, but only to the Certificateholdersextent that the Net Collections (plus amounts transferred to the Payment Account from the Prefunding Account, representing earnings from investments therein, and amounts transferred to the Payment Account from the Capitalized Interest Account, if any) with respect to such Distribution Date, after application as provided above, were insufficient to make such deposit or distribution. In addition, if the Insurer pays any remaining amountsamounts to the Indenture Trustee with respect to a Distribution Date in connection with the Insurer's election to pay, as provided in the Policy, all or a portion of any shortfalls in the amount of Net Collections (plus amounts transferred to the Payment Account from the Prefunding Account, representing earnings from investments therein, and amounts transferred to the Payment Account from the Capitalized Interest Account, if any) with respect to such Distribution Date available to distribute the amounts referred to in clause (vi) above, the Indenture Trustee shall distribute the amounts so received from the Insurer as provided in such clause.

Distributions. (i) On or prior to the close of business on each Payment Determination Distribution Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, based solely on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Distribution Date pursuant to Section 4.09 hereofStatement, shall instruct the Indenture Trustee will apply the Net Collections available from the Payment Account, along with any amounts deposited into the Payment Account from the Prefunding Account and the Capitalized Interest Account, with respect to such Distribution Date to make the following deposits and distributions in the following amounts and order of priority: (i) to the Servicer, the Servicing Fee, including any accrued and unpaid Servicing Fees with respect to one or more prior Collection Periods; (ii) to the Indenture Trustee, the Owner Trustee and the Trust Agent, any accrued and unpaid fees of the Indenture Trustee, the Owner Trustee and the Trust Agent, in each case, case to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and such fees have not been previously paid by the Servicer, up to a maximum of $150,000 per calendar yearServicer or the Administrator; (Biii) to the Note Distribution Account, the Note Interest Distributable Amount to be paid to the Holders of the Class A Noteholders’ Notes at their respective Interest Distributable AmountRates; (Civ) to the Note Distribution Account, if such Distribution Date is a Note Final Scheduled Distribution Date for any Class of Notes, the Noteholders’ First Priority Note Principal Distributable AmountAmount to the extent of the remaining principal amount of such Class of Notes, to be paid to the Holders of such Class of Notes; (Dv) if such Distribution Date is the Mandatory Partial Redemption Date, to the Note Distribution Account, the Mandatory Partial Redemption Amount, to be distributed to the Holders of the Class A-1 Notes if such amount is less than or equal to $50,000, and to be distributed to the Holders of all Notes, pro rata based on the then outstanding principal balance of the Notes, if such amount exceeds $50,000; (vi) to the Note Distribution Account, solely from Net Collections (plus amounts transferred from the Class B Noteholders’ Prefunding Account representing earnings from investments therein and amounts transferred from the Capitalized Interest Distributable Amount; (EAccount, if any) remaining after giving effect to the Note Distribution Accountdistributions described in clauses (i) through (v) above, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the remaining Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated (after giving effect to the Note Distribution Account pursuant to payment, if any, described in clauses (C), (Eiv) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (Kv) above). (iii) In the event Notes are declared , to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) first to the Holders of the Class A-1 NotesNotes until the principal amount of the Class A-1 Notes has been reduced to zero, the aggregate Outstanding Amount of such Notessecond, and then to the Holders of the Class A-2 Notes, Notes until the principal amount of the Class A-3 A-2 Notes and the Class A-4 Noteshas been reduced to zero, pro ratathird, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, A-3 Notes until the accrued and unpaid interest on principal amount of the Class B Notes; (E) A-3 Notes has been reduced to zero, and fourth, to the Holders of the Class B Notes, A-4 Notes until the aggregate Outstanding Amount principal amount of the Class B NotesA-4 Notes has been reduced to zero; (Fvii) to the Holders of Insurer, after giving effect to the Class C Notesdistributions described in clauses (i) through (vi) above, (A) any amounts, including the accrued Premium, owing to the Insurer under the Insurance Agreement and unpaid interest on the Class C Notes(B) any unreimbursed Insurer Defense Costs; (Gviii) to the Holders of Spread Account, after giving effect to the Class C Notesdistributions described in clauses (i) through (vii) above, the aggregate Outstanding Amount of amount, if any, required to increase the Class C Notesamount therein to the Spread Account Maximum for such Distribution Date; and (Hix) any amounts remaining after distribution of the Accelerated Principal Distributable Amount as part of the Note Principal Distributable Amount, if applicable, shall be deposited into the Spread Account. Any amounts deposited in the Payment Account pursuant to 4.04(b) with respect to a Distribution Date and any amounts received by the Indenture Trustee as a result of a claim under the Policy that represent the Deficiency Amount with respect to such Distribution Date shall be applied by the Indenture Trustee solely to make the deposits and distributions referred to in clauses (i) through (iv) above, in that order of priority, but only to the Certificateholdersextent that the Net Collections (plus amounts transferred to the Payment Account from the Prefunding Account, representing earnings from investments therein, and amounts transferred to the Payment Account from the Capitalized Interest Account, if any) with respect to such Distribution Date, after application as provided above, were insufficient to make such deposit or distribution. In addition, if the Insurer pays any remaining amountsamounts to the Indenture Trustee with respect to a Distribution Date in connection with the Insurer's election to pay, as provided in the Policy, all or a portion of any shortfalls in the amount of Net Collections (plus amounts transferred to the Payment Account from the Prefunding Account, representing earnings from investments therein, and amounts transferred to the Payment Account from the Capitalized Interest Account, if any) with respect to such Distribution Date available to distribute the amounts referred to in clause (vi) above, the Indenture Trustee shall distribute the amounts so received from the Insurer as provided in such clause.

Distributions. (ia) On each Deposit Date, the Indenture Trustee shall cause to be made (or prior request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the close of business on Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Payment Determination Date, the Servicer shall (i) calculate (A) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account, [(ii) the Swap Payments Outgoing, the Swap Payments Incoming and any Swap Termination Payments] and (Biii) to make all amounts required to be distributed to distributions on the Certificateholdersrelated Payment Date. (iic) Except as otherwise provided in clause (iii) below, on On each Payment Date, the Servicer, Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee 3.10) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable account, to the extent of the Available Amount, in the following order of priority: (i) to the Servicer, Nonrecoverable Advances; (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee[, the Delaware Trustee] and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case, case to the extent such fees and expenses have not been previously paid by the Sponsor, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available FundsAmount allocation as described in this clause (iii) shall not exceed $[__] while notes remain outstanding, if any, remaining after application thereof pursuant to prior clauses:so long as an Event of Default has not occurred; (Aiv) to the Asset Representations Reviewer, all feesany accrued and unpaid Asset Representations Reviewer Fees and Expenses, in each case to the extent such fees and expenses and indemnities due have not been previously paid by the Sponsor, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Asset Representations Reviewer under out of the Asset Representations Review Agreement and Available Amount allocation as described in this clause (iv) shall not previously paid by the Servicerexceed $[__] while notes remain outstanding, up to a maximum so long as an Event of $150,000 per calendar yearDefault has not occurred; (Bv) [to the Swap Counterparty, the Swap Payment Outgoing, if any;] (vi) on a pro rata basis, [(a)] to the Note Distribution Account, the [Class A Noteholders’ A] Note Interest Distributable AmountAmount to be distributed to the holders of the [Class A] Notes at their respective Interest Rates [and (b) to the Swap Counterparty, the Senior Swap Termination Payment, if any]; (Cvii) [to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable AmountAllocation of Principal;] (Dviii) [to the Note Distribution Account, the Class B Noteholders’ Note Interest Distributable AmountAmount to be distributed to the holders of the Class B Notes at the Class B Interest Rate;] (Eix) to the Note Distribution Account, [the Noteholders’ Second Priority Allocation of Principal][the Note Principal Distributable Amount]; (x) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (xi) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (Hxii) to the Reserve AccountFund, the amount amount, if any, necessary to reinstate the balance in the Reserve Account Fund up to the Required Specified Reserve AmountFund Balance; (Ixiii) [to the Note Distribution AccountSwap Counterparty, an amount equal the Subordinated Swap Termination Payment, if any;] (xiv) on a pro rata basis, to the Noteholders’ Principal Distributable Amount minus Indenture Trustee[, the Delaware Trustee] and the Owner Trustee, any amounts allocated to accrued and unpaid Trust Fees and Expenses remaining after application of the Note Distribution Account pursuant to clauses payments described in clause (C), (E) and (Giii) above; (Jxv) to the Asset Representations Reviewer, all fees, expenses any accrued and indemnities due to the unpaid Asset Representations Reviewer under Fees and Expenses remaining after application of the Asset Representations Review Agreement but not paid pursuant to payments described in clause (Aiv) above; and (Kxvi) to the CertificateholdersDepositor, any Available Amount remaining amounts; provided (after giving effect to the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest reduction in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, Amount described in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause clauses (Ki) through ([xv]) above. If Notwithstanding that the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will Notes have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed been paid in the following order of priority: (A) to the Owner Trusteefull, the Indenture Trustee and shall continue to maintain the Asset Representations Reviewer, all fees, expenses and indemnities due Collection Account hereunder until the Pool Balance has been reduced to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (H) to the Certificateholders, any remaining amountszero.

Distributions. (i) On or prior to the close of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders, (C) all amounts required to be transferred from the Pre-Funding Account and the Negative Carry Account, if any, and (D) the net amount payable by or to the Trust under the Interest Rate Swaps, if any. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, Servicer shall instruct the Indenture Trustee (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee 4.09) to make the following deposits and distributions in the following order of priority, in each case, to the extent of Total Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) pro rated to the Asset Representations Reviewerapplicable Swap Counterparty, all feesthe applicable Monthly Swap Payment Amount, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar yearif any; (B) pro rata (a) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable AmountAmount and (b) to the applicable Swap Counterparty, any Senior Swap Termination Payment Amount owed to such Swap Counterparty by the Trust, if any; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (IG) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (GE) above; (JH) pro rated to the Asset Representations Reviewerapplicable Swap Counterparty, all fees, expenses any Subordinate Swap Termination Payment Amount together with any other amount due and indemnities due payable by the Trust to such Swap Counterparty pursuant to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) aboveInterest Rate Swap, if any; and (KI) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Total Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (KI) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (KI) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of or priority: (A) pro rated to the Owner Trusteeapplicable Swap Counterparty, the Indenture Trustee and the Asset Representations Reviewerapplicable Monthly Swap Payment Amount, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each partyif any; (B) pro rata (a) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class class of the Class A NotesNotes and (b) to the applicable Swap Counterparty, any Senior Swap Termination Payment Amount owed to such Swap Counterparty by the Trust, if any; (C) if the Notes have been declared to be due and payable as a result of occurrence of an Event of Default under Section 5.01(a)(i) or (ii) of the Indenture, to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) if the Notes have been declared to be due and payable as a result of occurrence of an Event of Default under the Indenture other than as a result of default in payment of any interest on or principal of any Note in accordance with the Indenture, to the Holders of the Class B A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class B A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (F) to the Holders of the Class C B Notes, the accrued and unpaid interest on Outstanding Amount of the Class C B Notes; (G) pro rated to the Holders of applicable Swap Counterparty, any Subordinate Swap Termination Payment Amount together with any other amount due and payable by the Class C NotesTrust to such Swap Counterparty pursuant to the Interest Rate Swaps, the aggregate Outstanding Amount of the Class C Notesif any; and (H) to the Certificateholders, any remaining amounts.

Distributions. (ia) On or prior to the close of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in determine the Note Distribution Accountamounts, and (B) all amounts required if any, to be distributed remitted to the Class A Noteholders, the Class B Noteholders, the Swap Counterparty and the Certificateholders. (iib) Except as otherwise provided in clause (iii) below, on On the second Business Day prior to each Payment Distribution Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee, which instruction shall be in the form of Schedule D (or such other form that is acceptable to the Indenture Trustee and the Servicer), to make the following deposits and distributions for receipt by the Servicer, the Noteholders, or for deposit in the applicable Trust Account or Certificate Distribution Account by 11:00 A.M. (New York time) on such following order of priority, in each case, Distribution Date to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Total Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain deposit in the Collection Account all or a portion of distributions otherwise payable (and any funds are to them be distributed pursuant to clause (KSection 6.14(d) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture), Available Funds will be distributed in the following order of priority: (Ai) to the Owner Servicer, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (ii) to the Administrator under the Administration Agreement, the Administration Fee and all unpaid Administration Fees from prior Collection Periods; (iii) to the Swap Counterparty, any Net Swap Payment owed on such Distribution Date; (iv) to the Class A Noteholders and the Swap Counterparty, pro rata the Class A Noteholders' Interest Distributable Amount and any Senior Swap Termination Payment owed on such Distribution Date, respectively; (v) to the Principal Distribution Account, the First Priority Principal Distribution Amount, if any; (vi) to the Class B Noteholders, the Class B Noteholders' Interest Distributable Amount; (vii) to the Principal Distribution Account, the Regular Principal Distribution Amount; (viii) to the Reserve Account, an amount equal to the excess of the Specified Reserve Account Balance over the amount on deposit in the Reserve Account on such Distribution Date; provided, that, on or prior to the Distribution Date on which the amount on deposit in the Reserve Account equals the Specified Reserve Account Balance, the amount deposited in the Reserve Account pursuant to this clause (viii) shall not exceed the Net Excess Spread for the applicable Distribution Date; (ix) pro rata, to the Indenture Trustee under the Indenture, all unpaid Indenture Trustee's fees and expenses, and to the Issuing Entity, the amount of any state taxes payable by the Issuing Entity; (x) to the Swap Counterparty, any Subordinated Swap Termination Payments owed on such Distribution Date; and (xi) to the Certificate Distribution Account, the remaining Total Distribution Amount. (c) On the second Business Day prior to each Distribution Date, the Servicer shall instruct the Indenture Trustee, which instruction shall be in the form of Schedule D (or such other form that is acceptable to the Indenture Trustee and the Asset Representations ReviewerServicer), all fees, expenses and indemnities due to each make the following distributions from the Principal Distribution Account by 11:00 A.M. (New York time) on such party following Distribution Date in accordance with the terms following order of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party;priority: (Bi) to the Holders Class A-1 Noteholders in reduction of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders Outstanding Principal Amount of the Class A-1 Notes, Notes until the aggregate Outstanding Principal Amount of such Notes, and then thereof has been reduced to zero; (ii) to the Holders Class A-2 Noteholders in reduction of the Outstanding Principal Amount of the Class A-2 Notes, Notes until the Outstanding Principal Amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the Outstanding Principal Amount of the Class A-3 Notes and until the Class A-4 Notes, pro rata, the aggregate Outstanding Principal Amount of such Notesthereof has been reduced to zero; (Div) to the Holders Class B Noteholders in reduction of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Principal Amount of the Class B Notes; (F) Notes until the Outstanding Principal Amount thereof has been reduced to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Noteszero; and (Hv) to the CertificateholdersCertificate Distribution Account, any funds remaining amountson deposit in the Principal Distribution Account. (d) Notwithstanding anything in this Section 5.05 to the contrary, if an Event of Default under the Indenture occurs and the maturities of the Notes are accelerated pursuant to Section 5.02 of the Indenture, all amounts on deposit in the Collection Account shall be applied in accordance with Section 5.04(b) or 5.04(c) of the Indenture. (e) In the event that any withholding tax is imposed on the Issuing Entity's payment (or allocations of income) to the Class B Noteholders, such tax shall reduce the amount otherwise distributable to the Class B Noteholders in accordance with this Section. The Indenture Trustee is hereby authorized to retain from amounts otherwise distributable to the Class B Noteholders sufficient funds for the payment of any tax that is legally owed or required to be withheld by the Issuing Entity (but such authorization shall not prevent the Issuing Entity or the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Class B Noteholders shall be treated as cash distributed to the Class B Noteholders at the time it is withheld by the Issuing Entity and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution, the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this clause (e). In the event that the Class B Noteholders wish to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Class B Noteholders in making such claim so long as the Class B Noteholders agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Distributions. (ia) On or prior to the close of business on each Payment Determination Distribution Date, the Servicer Indenture Trustee shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, based solely on the information contained in the Servicer’s Certificate delivered on with respect to the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to make Date) distribute from Available Funds the following deposits and distributions amounts in the following order of priority: (i) to the Servicer, the Base Servicing Fee for the related Monthly Period, any amounts constituting the Base Servicing Fee for previous Monthly Periods which have not been paid and any amounts specified in each caseSection 5.2(b), to the extent the Servicer has not reimbursed itself in respect of Available Funds, if any, remaining after application thereof such amounts pursuant to prior clauses:Section 5.9; (Aii) to the Asset Representations ReviewerLetter of Credit Provider, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum Letter of $150,000 per calendar yearCredit Commitment Fee for such Distribution Date; (Biii) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (Civ) to the Note Principal Distribution Account, the Noteholders’ First Priority Principal Distributable Distribution Amount; (Dv) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (Evi) to the Note Principal Distribution Account, the Noteholders’ Second Priority Principal Distributable Distribution Amount; (Fvii) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (Gviii) to the Note Principal Distribution Account, the Noteholders’ Third Priority Regular Principal Distributable Distribution Amount; (Hix) to the Reserve Spread Account, the amount necessary to reinstate the balance in the Reserve Spread Account up to the Required Reserve Deposit Amount; (Ix) to the Note Distribution AccountServicer, an amount equal to the Noteholders’ Principal Distributable Amount minus Additional Servicing Fee for the related Monthly Period and any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) aboveoverdue Additional Servicing Fees; (Jxi) to the Asset Representations ReviewerLetter of Credit Provider, to the extent of available funds, all outstanding fees, expenses and indemnities due indemnification not previously paid to it by the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the CertificateholdersServicer as well as any Repayment Amount, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest as defined in the Certificates to redeposit all or a portion Letter of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the rightCredit Reimbursement Agreement, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each partyRepresentative; (Bxii) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 NotesIndenture Trustee, the aggregate Outstanding Amount of such Notes, Owner Trustee and then the Indenture Collateral Agent to the Holders extent of available funds, all outstanding fees, expenses and indemnification not previously paid to them by the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C NotesServicer; and (Hxiii) to the CertificateholdersCertificate Distribution Account for distribution to the Certificateholders or their designees, any remaining amountsfunds. provided, however, that, following an acceleration of the Notes pursuant to Section 5.2 of the Indenture (and the related declaration of acceleration has not been rescinded or annulled) or the receipt of Insolvency Proceeds, amounts will be distributed pursuant to Section 5.6 of the Indenture instead of pursuant to this Section. Notwithstanding item (x) above, for so long as the Servicer and/or its affiliates are the owners of the Certificates, amounts to be remitted pursuant to such item (x) to the Certificate Distribution Account may instead be distributed directly to the Certificateholders by the Servicer. (b) In the event that the Collection Account is maintained with an institution other than the Indenture Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Section 5.6(a) on the related Distribution Date.

Distributions. (ia) On or prior Prior to any acceleration of the close Notes pursuant to Section 5.2 of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) belowIndenture, on each Payment Date, the Servicer, Indenture Trustee (based on the information contained in in, and as directed by, the Servicer’s Certificate delivered on or before the related Payment Determination Date pursuant to Section 4.09 hereof, 3.8) shall instruct the Indenture Trustee to make the following deposits and distributions in the following order of priority, in each casedistributions, to the extent of Available Funds, if any, remaining after application thereof Advances made on such Payment Date pursuant to prior clauses: (ASection 4.3(c) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Draw Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain deposit in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this electionfor such Payment Date, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (i) first, to the Servicer (or any predecessor Servicer, if applicable) for reimbursement of all outstanding Advances; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (iii) third, to the Swap Counterparty, the Net Swap Payment, if any, for such Payment Date; (iv) fourth, pro rata, (A) to the Owner TrusteeSwap Counterparty, the Indenture Trustee any Senior Swap Termination Payments for such Payment Date, and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders Noteholders, the Accrued Note Interest for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Class A Notes, pro rataAccrued Note Interest, the aggregate accrued and unpaid amounts available will be applied to the payment of such interest on each Class of the Class A NotesNotes on a pro rata basis; (Cv) fifth, to the Holders Principal Distribution Account for distribution to the Noteholders pursuant to Section 8.2(c) of the Class A-1 NotesIndenture, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such NotesPrincipal Distribution Amount; (Dvi) sixth, to the Holders of Reserve Account, any additional amounts required to increase the Class B Notes, amount in the accrued and unpaid interest on Reserve Account up to the Class B NotesSpecified Reserve Account Balance; (Evii) seventh, to the Holders of the Class B NotesSwap Counterparty, the aggregate Outstanding Amount of the Class B Notesany Subordinated Swap Termination Payments for such Payment Date; (Fviii) eighth, to the Holders of Owner Trustee and the Class C NotesIndenture Trustee, fees and expenses (including indemnification amounts) due and owing under the accrued Trust Agreement and unpaid interest on the Class C Notes; (G) to the Holders of the Class C NotesIndenture, the aggregate Outstanding Amount of the Class C Notesas applicable, which have not been previously paid; and (Hix) ninth, to or at the direction of the Certificateholder, any funds remaining. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes, all amounts payable to the CertificateholdersSwap Counterparty and all other amounts payable under Section 4.4(a), any remaining amountsall Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholder.

Distributions. (i) On or prior to the close of business on each Payment Determination Distribution Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, based solely on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Distribution Date pursuant to Section 4.09 hereofStatement, shall instruct the Indenture Trustee will apply the Net Collections available from the Payment Account, along with any amounts deposited into the Payment Account from the Prefunding Account and the Capitalized Interest Account, with respect to such Distribution Date to make the following deposits and distributions in the following amounts and order of priority: (i) to the Servicer and, if applicable, the Backup Servicer, the Servicing Fee, including any accrued and unpaid Servicing Fees with respect to one or more prior Collection Periods; (ii) to the Indenture Trustee, the Owner Trustee and the Trust Agent, any accrued and unpaid fees (which amounts do not include any expenses) of the Indenture Trustee, the Owner Trustee and the Trust Agent, in each case, case to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and such fees have not been previously paid by the Servicer, up to a maximum of $150,000 per calendar yearServicer or the Administrator; (Biii) to the Note Distribution Account, the Note Interest Distributable Amount to be paid to the Holders of the Class A Noteholders’ Notes at their respective Interest Distributable AmountRates; (Civ) to the Note Distribution Account, if such Distribution Date is a Note Final Scheduled Distribution Date for any Class of Notes, the Noteholders’ First Priority Note Principal Distributable AmountAmount to the extent of the remaining principal amount of such Class of Notes, to be paid to the Holders of such Class of Notes; (Dv) if such Distribution Date is the Mandatory Partial Redemption Date, to the Note Distribution Account, the Mandatory Partial Redemption Amount, to be distributed to the Holders of the Class A-1 Notes if such amount is less than or equal to $50,000, and to be distributed to the Holders of all Notes, pro rata based on the then outstanding principal balance of the Notes, if such amount exceeds $50,000; (vi) to the Note Distribution Account, solely from Net Collections (plus amounts transferred from the Class B Noteholders’ Prefunding Account representing earnings from investments therein and amounts transferred from the Capitalized Interest Distributable Amount; (EAccount, if any) remaining after giving effect to the Note Distribution Accountdistributions described in clauses (i) through (v) above, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the remaining Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated (after giving effect to the Note Distribution Account pursuant to payment, if any, described in clauses (C), (Eiv) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (Kv) above). (iii) In the event Notes are declared , to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) first to the Holders of the Class A-1 NotesNotes until the principal amount of the Class A-1 Notes has been reduced to zero, the aggregate Outstanding Amount of such Notessecond, and then to the Holders of the Class A-2 Notes, Notes until the principal amount of the Class A-3 A-2 Notes and the Class A-4 Noteshas been reduced to zero, pro ratathird, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, A-3 Notes until the accrued and unpaid interest on principal amount of the Class B Notes; (E) A-3 Notes has been reduced to zero, and fourth, to the Holders of the Class B Notes, A-4 Notes until the aggregate Outstanding Amount principal amount of the Class B NotesA-4 Notes has been reduced to zero; (Fvii) to the Holders of Insurer, after giving effect to the Class C Notesdistributions described in clauses (i) through (vi) above, (A) any amounts, including the accrued Premium, owing to the Insurer under the Insurance Agreement and unpaid interest on the Class C Notes(B) any unreimbursed Insurer Defense Costs; (Gviii) to the Holders of Spread Account, after giving effect to the Class C Notesdistributions described in clauses (i) through (vii) above, the aggregate Outstanding Amount of amount, if any, required to increase the Class C Notesamount therein to the Spread Account Maximum for such Distribution Date; and (Hix) any amounts remaining after distribution of the Accelerated Principal Distributable Amount as part of the Note Principal Distributable Amount, if applicable, shall be deposited into the Spread Account. Any amounts deposited in the Payment Account pursuant to 4.04(b) with respect to a Distribution Date and any amounts received by the Indenture Trustee as a result of a claim under the Policy that represent the Deficiency Amount with respect to such Distribution Date shall be applied by the Indenture Trustee solely to make the deposits and distributions referred to in clauses (i) through (iv) above, in that order of priority, but only to the Certificateholdersextent that the Net Collections (plus amounts transferred to the Payment Account from the Prefunding Account, representing earnings from investments therein, and amounts transferred to the Payment Account from the Capitalized Interest Account, if any) with respect to such Distribution Date, after application as provided above, were insufficient to make such deposit or distribution. In addition, if the Insurer pays any remaining amountsamounts to the Indenture Trustee with respect to a Distribution Date in connection with the Insurer's election to pay, as provided in the Policy, all or a portion of any shortfalls in the amount of Net Collections (plus amounts transferred to the Payment Account from the Prefunding Account, representing earnings from investments therein, and amounts transferred to the Payment Account from the Capitalized Interest Account, if any) with respect to such Distribution Date available to distribute the amounts referred to in clause (vi) above, the Indenture Trustee shall distribute the amounts so received from the Insurer as provided in such clause.

Distributions. (ia) On or prior Subject to the close of business Section 5.05(f), on each Payment Determination Distribution Date, the Master Servicer shall calculate instruct the Indenture Trustee (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate Distribution Date Statement delivered on the related Payment Determination Master Servicer Report Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee 4.09) to make the following deposits and distributions for receipt by the Master Servicer or deposit in the applicable account by 11:00 a.m. (New York time), to the extent of the Available Funds for such Distribution Date, in the following order of priority: (i) to the Master Servicer, the Servicing Fee, including any unpaid Servicing Fees with respect to one or more prior Collection Periods; (ii) to the Indenture Trustee, any accrued and unpaid fees and expenses payable to the Indenture Trustee and to the Owner Trustee, any accrued and unpaid fees and expenses payable to the Owner Trustee, in each case, case to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, such fees and expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and have not been previously paid by the Master Servicer, up to a maximum of $150,000 per calendar year; (Biii) to the Note Distribution Account, the Interest Distributable Amount for each class of Class A Notes, for payment of interest on each class of Class A Notes, pro rata in proportion to their respective outstanding principal amounts; (iv) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Undercollateralization Amount, for payment of principal on the Notes in the priority set forth in Section 5.05(c); (Cv) to the Note Distribution Account, the Noteholders’ First Priority Principal Interest Distributable AmountAmount for the Class B Notes, for payment of interest on the Class B Notes; (Dvi) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Undercollateralization Amount, for payment of principal on the Notes in the priority set forth in Section 5.05(c); (Evii) to the Note Distribution Account, the Noteholders’ Second Priority Principal Interest Distributable AmountAmount for the Class C Notes, for payment of interest on the Class C Notes; (Fviii) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Undercollateralization Amount, for payment of principal on the Notes in the priority set forth in Section 5.05(c); (Gix) to the Note Distribution Account, the Noteholders’ Third Priority Principal Interest Distributable Amount;Amount for the Class D Notes, for payment of interest on the Class D Notes; and (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (Ix) to the Note Distribution Account, an amount equal to the Noteholders’ Principal sum of the Class D Undercollateralization Amount and the Overcollateralization Distributable Amount minus any amounts allocated to Amount, for payment of principal on the Note Distribution Account pursuant to clauses (CNotes in the priority set forth in Section 5.05(c), (E) and (G) above;. (Jb) to Notwithstanding the Asset Representations Reviewerforegoing, all feesif any Class A-1 Notes are outstanding after the May 2004 Distribution Date, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain Class A-1 Final Scheduled Distribution Date, Net Collections on deposit in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these and amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed deposit in the following order of priority: (A) Spread Account, to the Owner Trusteeextent required, the Indenture Trustee shall be used to make a payment of all outstanding principal of and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (H) to the Certificateholders, any remaining amounts.A-1

Distributions. (ia) On or prior Subject to the close of business Section 5.05(d), on each Payment Determination Distribution Date, the Master Servicer shall calculate instruct the Indenture Trustee (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate Distribution Date Statement delivered on the related Payment Determination Master Servicer Report Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee 4.09) to make the following deposits and distributions for receipt by the Master Servicer or deposit in the applicable account by 11:00 a.m. (New York time), to the extent of the Available Funds for such Distribution Date, in the following order of priority: (i) to the Master Servicer, the Servicing Fee, including any unpaid Servicing Fees with respect to one or more prior Collection Periods; (ii) to the Indenture Trustee, any accrued and unpaid fees and expenses payable to the Indenture Trustee and to the Owner Trustee, any accrued and unpaid fees and expenses payable to the Owner Trustee, in each case, case to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, such fees and expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and have not been previously paid by the Master Servicer, up to a maximum of $150,000 per calendar year; (Biii) to the Note Distribution Account, the Interest Distributable Amount for each class of Class A Notes, for payment of interest on each class of Class A Notes, pro rata in proportion to their respective outstanding principal amounts; (iv) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Undercollateralization Amount, for payment of principal on the Notes in the priority set forth in Section 5.05(b); (Cv) to the Note Distribution Account, the Noteholders’ First Priority Principal Interest Distributable AmountAmount for the Class B Notes, for payment of interest on the Class B Notes; (Dvi) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Undercollateralization Amount, for payment of principal on the Notes in the priority set forth in Section 5.05(b); (Evii) to the Note Distribution Account, the Noteholders’ Second Priority Principal Interest Distributable AmountAmount for the Class C Notes, for payment of interest on the Class C Notes; (Fviii) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Undercollateralization Amount, for payment of principal on the Notes in the priority set forth in Section 5.05(b); (Gix) to the Note Distribution Account, the Noteholders’ Third Priority Principal Interest Distributable AmountAmount for the Class D Notes, for payment of interest on the Class D Notes; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (Ix) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated sum of the Class D Undercollateralization Amount, for payment of principal on the Notes in the priority set forth in Section 5.05(b); (xi) to the Spread Account, the Specified Spread Account Balance; (xii) to the Note Distribution Account pursuant to clauses (CAccount, the Overcollateralization Distributable Amount, for payment of principal on the Notes in the priority set forth in Section 5.05(b), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (Kxiii) to the CertificateholdersSpread Account, any excess amounts remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into after making the Collection Account. The Holders distributions described in clauses (i) through (xii) of 100% Percentage Interest of this subsection, and the Certificates will have the right, but not the obligation, in their sole discretion, to Master Servicer shall instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them distribute such Excess Spread Amount pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) aboveSection 5.06(c). (iiib) In On each Distribution Date, the event Master Servicer shall instruct the Indenture Trustee (based on the information contained in the Distribution Date Statement delivered on the related Master Servicer Report Date pursuant to Section 4.09), to distribute any amount deposited into the Note Distribution Account as payment of principal on the Notes are declared pursuant to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed Section 5.05(a) in the following amounts and order of priority: (A) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (Bi) to the Holders of the Class A Notes, pro ratain the priority set forth in Section 5.05(c), the aggregate accrued and unpaid interest on each Class of the Class A NotesPrincipal Distributable Amount, until the Class A Notes are paid in full; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (Dii) to the Holders of the Class B Notes, the accrued and unpaid interest on Class B Principal Distributable Amount, until the Class B NotesNotes are paid in full; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (Fiii) to the Holders of the Class C Notes, the accrued and unpaid interest on Class C Principal Distributable Amount, until the Class C Notes;Notes are paid in full; and (Giv) to the Holders of the Class C D Notes, the aggregate Outstanding Class D Principal Distributable Amount, until the Class D Notes are paid in full. (c) On each Distribution Date, the Master Servicer shall instruct the Indenture Trustee (based on the information contained in the Distribution Date Statement delivered on the related Master Servicer Report Date pursuant to Section 4.09), to distribute the Class A Principal Distributable Amount in the following order of priority: (i) to the Holders of the Class C NotesA-1 Notes until the Class A-1 Notes are paid in full; (ii) to the Holders of the Class A-2 Notes until the Class A-2 Notes are paid in full; (iii) to the Holders of the Class A-3 Notes until the Class A-3 Notes are paid in full; and (Hiv) to the CertificateholdersHolders of the Class A-4 Notes until the Class A-4 Notes are paid in full. (d) Notwithstanding Section 5.02(a), any remaining amountsafter the Notes have been declared due and payable pursuant to Section 5.02 of the Indenture, all Available Funds shall be remitted to the Indenture Trustee for distribution in accordance with Sections 2.07(c) and 5.06(a) of the Indenture.

Distributions. (ia) On So long as no Sequential Pay Event or prior to the close of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) belowDefault Acceleration Event has occurred, on each Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to make the following deposits and distributions in the following order of priority, in each case, to the extent of Available Funds, amounts due under the Guaranty, if any, remaining after application thereof pursuant to prior clauses: (A) to and based on the Asset Representations ReviewerMonthly Servicer Report, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction shall withdraw funds from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of to make the following disbursements and distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this electionfollowing parties, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (Ai) to the Owner Indenture Trustee, the Indenture Trustee Fee, plus any accrued and the Asset Representations Reviewerunpaid Indenture Trustee Fees with respect to prior Payment Dates, all fees, and any out-of-pocket expenses and indemnities due to each such party in accordance with the terms of the Basic Documents Indenture Trustee (up to $10,000 per Payment Date) incurred and not previously paid by reimbursed in connection with its obligations and duties under the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each partyIndenture; (Bii) to the Holders Servicer, the Servicing Fee, plus any accrued and unpaid Servicing Fees with respect to prior Payment Dates and to the successor servicer, if any, the Servicer Termination Costs, if any (up to a cumulative total of $100,000); (iii) to the Class A NotesBackup Servicer, the Backup Servicing Fee, plus any accrued and unpaid Backup Servicing Fees with respect to prior Payment Dates; (iv) to the Noteholders of each Class, pro rata, the aggregate accrued and unpaid interest on each Class of Interest Distribution Amount for such Class; (v) to the Class A NotesNoteholders, the Class A Principal Distribution Amount; (Cvi) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 NotesB Noteholders, the Class A-3 Notes and B Principal Distribution Amount; (vii) to the Class A-4 NotesC Noteholders, the Class C Principal Distribution Amount; (viii) to the Class D Noteholders, the Class D Principal Distribution Amount; (ix) to the Class E Noteholders, the Class E Principal Distribution Amount; (x) to the Class F Noteholders, the Class F Principal Distribution Amount; (xi) to the Class G Noteholders, the Class G Principal Distribution Amount; (xii) to (a) the Class A Noteholders, (b) the Class B Noteholders, (c) the Class C Noteholders, (d) the Class D Noteholders, (e) the Class E Noteholders, (f) the Class F Noteholders and (g) the Class G Noteholders, in that order, the Deferred Interest Amount for such Class, if any; (xiii) if the amount on deposit in the General Reserve Account is less than the General Reserve Required Balance, to the General Reserve Account, any remaining Available Funds until amounts on deposit in the General Reserve Account shall equal the General Reserve Account Required Balance; (xiv) to the Indenture Trustee, any out-of-pocket expenses of the Indenture Trustee not paid in accordance with (i) above; (xv) if a Prorata Payment Event has occurred and is continuing, to the Noteholders of each Class, pro rata, until the aggregate Outstanding Amount Note Balance of such Notes; (D) each Class of Notes is reduced to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Noteszero; and (Hxvi) to the CertificateholdersIssuer, any remaining amountsAvailable Funds.

Distributions. (ia) On or prior to the close of business on each Payment Determination Distribution Date, the Servicer Indenture Administrator shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, based solely on the information contained in the Servicer’s Certificate delivered on with respect to the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to make Date) distribute from Available Funds the following deposits and distributions in the following order of priority, in each case, to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (Ai) to the Servicer, the Base Servicing Fee for the related Monthly Period, any amounts constituting the Base Servicing Fee for previous Monthly Periods which have not been paid and any amounts specified in Section 5.2(b), to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.9; (ii) [to the Letter of Credit Provider, the Letter of Credit Commitment Fee for such Distribution Date;] (iii) to the Note Distribution Account, the [Class A] Noteholders’ Interest Distributable Amount; (iv) to the Principal Distribution Account, the First Priority Principal Distribution Amount; (v) to the Note Distribution Account, the [Class B] Noteholders’ Interest Distributable Amount; (vi) to the Principal Distribution Account, the Second Priority Principal Distribution Amount; (vii) to the Note Distribution Account, the [Class C] Noteholders’ Interest Distributable Amount; (viii) to the Principal Distribution Account, the Regular Principal Distribution Amount; (ix) to the Spread Account, the Spread Account Deposit Amount; (x) to the Servicer, the Additional Servicing Fee for the related Monthly Period and any overdue Additional Servicing Fees; (xi) [to the Letter of Credit Provider, to the extent of available funds, all outstanding fees, expenses and indemnification not previously paid to it by the Servicer as well as any Repayment Amount, as defined in the Letter of Credit Reimbursement Agreement, not previously paid by the Representative;] (xii) pro rata, to the Indenture Trustee, the Owner Trustee, the Indenture Trustee Collateral Agent and the Asset Representations ReviewerIndenture Administrator to the extent of available funds, all outstanding fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and indemnification not previously paid to them by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C NotesServicer; and (Hxiii) to the CertificateholdersCertificate Distribution Account for distribution to the Certificateholders or their designees, any remaining amountsfunds. provided, however, that, following an acceleration of the Notes pursuant to Section 5.2 of the Indenture (and the related declaration of acceleration has not been rescinded or annulled) or the receipt of Insolvency Proceeds, amounts will be distributed pursuant to Section 5.6 of the Indenture instead of pursuant to this Section. Notwithstanding item (x) above, for so long as the Servicer and/or its affiliates are the owners of the Certificates, amounts to be remitted pursuant to such item (x) to the Certificate Distribution Account may instead be distributed directly to the Certificateholders by the Servicer. (b) In the event that the Collection Account is maintained with an institution other than the Indenture Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Section 5.6(a) on the related Distribution Date.

Distributions. (i) On or prior to the close of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and [and] (B) all amounts required to be distributed to the Certificateholders, [(C) all amounts required to be transferred from the Pre-Funding Account and the Negative Carry Account][,] [and] [(D) the net amount payable by or to the Trust under the Interest Rate Swaps] [and (E) all amounts required to be deposited in, and transferred from, the Accumulation Account]. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, Servicer shall instruct the Indenture Trustee (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee 4.09) to make the following deposits and distributions in the following order of priority, in each case, to the extent of [Total] Available Funds, if any, remaining after application thereof pursuant to prior clausesclauses [(provided, that, amounts withdrawn from the Reserve Account may not be used to pay amounts owing to World Omni or any Affiliate of World Omni to the extent such Person is a Noteholder or a Note Owner)]: (A) [pro rata to (a) the applicable Swap Counterparty, the applicable Monthly Swap Payment Amount, if any and (b)] to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 [ ] per calendar year; (B) [pro rata to (a)] the Note Distribution Account, the Class A Noteholders’ Interest Distributable AmountAmount [and (b) the applicable Swap Counterparty, any Senior Swap Termination Payment Amount owed to such Swap Counterparty by the Trust]; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) [during the Revolving Period, to the Accumulation Account, the Parity Reinvestment Amount and, following the Revolving Period,] to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) [to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount;] (G) [[during the Revolving Period, to the Accumulation Account, the Parity Reinvestment Amount and, following the Revolving Period,] to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount;]] (H) [to the Note Distribution Account, the Class D Noteholders’ Interest Distributable Amount;] (I) [[during the Revolving Period, to the Accumulation Account, the Parity Reinvestment Amount and, following the Revolving Period,] to the Note Distribution Account, the Noteholders’ Fourth Priority Principal Distributable Amount;]] (J) [to the Note Distribution Account, the Class E Noteholders’ Interest Distributable Amount;] (K) [[during the Revolving Period, to the Accumulation Account, the Parity Reinvestment Amount and, following the Revolving Period,] to the Note Distribution Account, the Noteholders’ Fifth Priority Principal Distributable Amount;]] (L) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (IM) [during the Revolving Period, to the Accumulation Account, an amount equal to the excess, if any, of the Target Reinvestment Amount minus any amounts allocated to the Accumulation Account pursuant to clause [(E)],[(G)],[(I)] and [(K)] above and, following the Revolving Period,] to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), [,] [and] (E) [and (G) )] [and (I)] [and (K)] above; (JN) [pro rata to the applicable Swap Counterparty, any Subordinate Swap Termination Payment Amount together with any other amount due and payable by the Trust to such Swap Counterparty pursuant to the Interest Rate Swap]; (O) [to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; ;] and (KP) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such [Total] Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K[P]) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K[P]) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of or priority: (A) [pro rata to (a) the applicable Swap Counterparty, the applicable Monthly Swap Payment Amount, if any, and (b)] to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) [pro rata to (a)] the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A NotesNotes [and (b) the applicable Swap Counterparty, any Senior Swap Termination Payment Amount owed to such Swap Counterparty by the Trust, if any]; (C) [if the Notes have been declared to be due and payable as a result of the occurrence of an Event of Default under Section 5.01(a)(i) or (ii) of the Indenture,] to the Holders of the Class A-1 A[-1] Notes, the aggregate Outstanding Amount of such Notes, [and then to the Holders of the Class A-2 Notes, the aggregate Outstanding Amount of such Notes, then to the Holders of the Class A-3 Notes, the aggregate Outstanding Amount of such Notes[,] [and] then to the Holders of the Class A-4 Notes[, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 A-5 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes]]; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) [if the Notes have been declared to be due and payable as a result of the occurrence of an Event of Default under Section 5.01(a)(i) or (ii) of the Indenture,] to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) [to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes;] (G) [to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; ;] (H) [to the Holders of the Class D Notes, the accrued and unpaid interest on the Class D Notes;] (I) [to the Holders of the Class D Notes, the Outstanding Amount of the Class D Notes;] (J) [to the Holders of the Class E Notes, the accrued and unpaid interest on the Class E Notes;] (K) [to the Holders of the Class E Notes, the Outstanding Amount of the Class E Notes;] (L) [pro rata to the applicable Swap Counterparty, any Subordinate Swap Termination Payment Amount together with any other amount due and payable by the Trust to such Swap Counterparty pursuant to the Interest Rate Swaps;] and (HM) to the Certificateholders, any remaining amounts.

Distributions. (ia) On or prior to Not later than the close of business on each Payment Determination Servicer Remittance Date, the Servicer shall calculate remit to the Indenture Trustee for deposit into the Note Distribution Account from funds on deposit in the Collection Account an amount equal to the Available Funds for the related Distribution Date. (Ab) all amounts required With respect to be funds deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Distribution Date, the ServicerIndenture Trustee shall make the following allocations, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereofdisbursements and transfers, and each such allocation, transfer and disbursement shall instruct be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: (i) On each Distribution Date, the Indenture Trustee to make shall distribute the following deposits and distributions Available Funds for such date in the following order of priority: [FIRST, in each caseto pay the Owner Trustee Compensation and the Custodian Compensation;] [SECOND, to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution AccountInsurer, the Class A Noteholders’ Interest Distributable AmountPremium Amount for such date; (C) to ] [THIRD, for retention in the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount' Interest Distribution Amount for such date, to be paid PRO RATA to the Noteholders; (D) to ] [FOURTH, for retention in the Note Distribution Account, the amount necessary to reduce the Class B Noteholders’ Interest Distributable AmountPrincipal Amount of the Notes to the Optimal Principal Amount for such date, to be paid PRO RATA to the Noteholders until the Class Principal Amount of the Class A Notes has been reduced to zero; (E) to ] [FIFTH, for retention in the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) for distribution to the Note Insurer, any previously unreimbursed Reimbursement Amount;] [SIXTH, to the Servicer, the amount of any Nonrecoverable Advances not previously reimbursed;] [SEVENTH, to the Servicer, any amounts payable or reimbursable thereto pursuant to Sections 7.02 and 11.01 hereof;] [EIGHTH, to the Custodian, any amount payable or reimbursable thereto under the Custodial Agreement in excess of the Custodian Compensation; and] [NINTH, to the Certificate Distribution Account, for distribution to the Class C Noteholders’ Interest Distributable Amount;Residual Certificateholders on a PRO RATA basis.] (Gii) to the Note [On each Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A) to the Owner TrusteeDate, the Indenture Trustee and shall distribute any Insured Payment for such date to the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party;Insured Noteholders entitled thereto.] (Bc) All distributions made to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of Securities on each Distribution Date will be made on a PRO RATA basis among the Securityholders of such Class A Notes; (C) on the next preceding Record Date based on the Percentage Interest represented by their respective Securities, and shall be made by wire transfer of immediately available funds at the expense of such Securityholder to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount account of such NotesSecurityholder at a bank or other entity having appropriate facilities therefor, if such Securityholder shall have provided complete wiring instructions by the Record Date, and then otherwise by check mailed to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount address of such Notes; (D) to Securityholder appearing in the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (H) to the Certificateholders, any remaining amountsSecurity Register.

Distributions. (ia) On or prior Prior to any acceleration of the close Notes pursuant to Section 5.2 of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) belowIndenture, on each Payment Date, the Servicer, Indenture Trustee (based on the information contained in the Servicer’s Certificate delivered on or before the related Payment Determination Date pursuant to Section 4.09 hereof, 3.8) shall instruct the Indenture Trustee to make the following deposits and distributions in the following order of priority, in each casedistributions, to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain deposit in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this electionfor such Payment Date, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A1) first, to the Owner TrusteeBackup Servicer, the Indenture Trustee and the Asset Representations ReviewerOwner Trustee, all feesthe Backup Servicing Fee, expenses the Indenture Trustee Fee and indemnities due the Owner Trustee Fee, respectively, to each the extent such party in accordance with the terms of the Basic Documents and fees have not previously paid by the Servicer or the Administratorbeen paid, as applicableand to any Successor Servicer, on a pro rata basis based on amounts due and payable any unreimbursed Transition Expenses up to each party$100,000; (B2) second, to the Holders of Servicer, the Class A NotesServicing Fee, or to any Successor Servicer, the Successor Servicing Fee; (3) third, to the Note Distribution Account for distribution to the Noteholders pro rata, the aggregate Accrued Note Interest due and accrued and unpaid interest on each Class of for the Class A Notesrelated Interest Period; (C4) [fourth, to the Holders of the Class A-1 NotesInsurer, the aggregate Outstanding Amount Premium pursuant to the Insurance Agreement;] (5) fifth, to the Note Distribution Account, for distribution to the Noteholders, the Noteholder Principal Distributable Amount; (6) [sixth, to the Insurer, the Reimbursement Obligations pursuant to the Insurance Agreement]; (7) [seventh, at the Insurer’s discretion, to the Note Distribution Account if a Trigger Event has occurred on or before such Payment Date, the amount of such NotesAvailable Funds remaining after payment of clauses first through sixth above, for distribution to the Noteholders until the Note Balance of each Class has been reduced to zero, and then to the Holders Insurer for payment of all Reimbursement Obligations not paid pursuant to clause sixth above;] (8) eighth, to the Reserve Account, any additional amounts required to reinstate the reserve amount up to the Specified Reserve Amount; (9) [tenth, at the Insurer’s discretion if a Trigger Event has occurred on or before such Payment Date, to the Note Distribution Account, up to the Reserve Amount available, and then to the Insurer for payment of all Reimbursement Obligations not paid pursuant to clause sixth above;] (10) [eleventh, at the Insurer’s discretion if a Trigger Event has occurred on or before such payment date, up to the Reserve Amount available, to the Account Party and/or each Reserve Account Letter of Credit Bank, as applicable, all amounts payable to the Account Party and/or such Reserve Account Letter of Credit Bank, as the case may be, pursuant to the applicable Letter of Credit Reimbursement Agreement, including, without limitation, any accrued and unpaid Letter of Credit Draw Amounts, Letter of Credit Fees and Letter of Credit Interest and Expenses;] and (11) twelfth, any remaining funds will be distributed to the Residual Interestholder. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Class A-2 Notes, the Class A-3 Notes and Indenture Trustee shall apply all amounts on deposit in the Class A-4 Notes, pro rata, Collection Account pursuant to Section 5.4(b) of the aggregate Outstanding Amount of such Notes;Indenture. (Db) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (H) to the Certificateholders, any remaining amounts[Reserved].

Distributions. (ia) On or prior to the close of business on each Payment Determination Distribution Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, Indenture Trustee at the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to 's direction will make the following deposits and distributions in the following order of priority, in each case, to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (Ai) to the Servicer from Available Amounts, the Reimbursement Amount for Advances previously made; (ii) to the Servicer from Available Amounts, the Servicing Fee, including any unpaid Servicing Fee with respect to one or more prior Due Periods; (iii) to the Indenture Trustee from Available Amounts, any accrued and unpaid Indenture Trustee Fee with respect to one or more prior Due Periods; (iv) to the Owner TrusteeTrustee from Available Amounts, any accrued and unpaid Owner Trustee Fee with respect to one or more prior Due Periods; (v) to the Note Distribution Account from Available Amounts, together with any amounts deposited therein pursuant to SECTION 7.04, the Note Interest Distributable Amount with respect to such Distribution Date for each Class of Notes; (vi) except during any Lockout Period, to the Certificate Distribution Account from Available Amounts, together with any amounts deposited therein pursuant to SECTION 7.04, the Certificate Interest Distributable Amount with respect to such Distribution Date; (vii) to the Note Distribution Account from Available Amounts, together with any amounts deposited therein pursuant to SECTION 7.04, the Note Principal Distributable Amount with respect to such Distribution Date; and (viii) to the Certificate Distribution Account from Available Amounts, together with any amounts deposited therein pursuant to SECTION 7.04, the Certificate Principal Distributable Amount with respect to such Distribution Date. (b) In the event that the distributions described in clauses (i) through (vii) above have been funded exclusively from Available Amounts, the Indenture Trustee and will deposit any remaining Available Amounts ("EXCESS AMOUNTS") into the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party Reserve Fund in accordance with SECTION 7.04(d), until the terms of amount on deposit therein equals the Basic Documents Specified Reserve Fund Balance with respect to such Distribution Date and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) Indenture Trustee will pay any excess over such Specified Reserve Fund Balance to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (H) to the Certificateholders, any remaining amountsDepositor.

Distributions. (ia) On or prior to Not later than the close of business on each Payment Determination Servicer Remittance Date, the Servicer shall calculate remit to the Indenture Trustee for deposit into the Note Distribution Account from funds on deposit in the Collection Account an amount equal to the Available Funds for the related Distribution Date. (Ab) all amounts required With respect to be funds deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Distribution Date, the ServicerIndenture Trustee shall make the following allocations, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereofdisbursements and transfers, and each such allocation, transfer and disbursement shall instruct be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: (i) On each Distribution Date, the Indenture Trustee to make shall distribute the following deposits and distributions Available Funds for such date in the following order of priority: first, in each caseif GMACM is no longer the Servicer, to pay the Owner Trustee Compensation and the Custodian Compensation; second, to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution AccountInsurer, the Class A Noteholders’ Interest Distributable Amount; (C) to Premium Amount for such date; third, for retention in the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) ' Interest Distribution Amount for such date, to be paid pro rata to the Noteholders; fourth, for retention in the Note Distribution Account, the amount necessary to reduce the Class B Noteholders’ Interest Distributable Amount; (E) Principal Amount of the Notes to the Optimal Principal Amount for such date, to be paid pro rata to the Noteholders until the Class Principal Amount of the Class A Notes has been reduced to zero; fifth, for retention in the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) for distribution to the Note Insurer, any previously unreimbursed Reimbursement Amount; sixth, to the Servicer, the amount of any Nonrecoverable Advances not previously reimbursed; seventh, to the Servicer, any amounts payable or reimbursable thereto pursuant to Sections 7.02 and 11.01 hereof; eighth, to the Custodian, any amount payable or reimbursable thereto under the Custodial Agreement in excess of the Custodian Compensation; and ninth, to the Certificate Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) for distribution to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Residual Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above)pro rata basis. (iiiii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A) to the Owner TrusteeOn each Distribution Date, the Indenture Trustee and shall distribute any Insured Payment for such date to the Asset Representations Reviewer, all fees, expenses and indemnities due Insured Noteholders entitled thereto. (c) All distributions made to each such party in accordance with the terms Class of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, Securities on each Distribution Date will be made on a pro rata basis among the Securityholders of such Class on the next preceding Record Date based on amounts due the Percentage Interest represented by their respective Securities, and payable to each party; (B) shall be made by wire transfer of immediately available funds at the expense of such Securityholder to the Holders account of such Securityholder at a bank or other entity having appropriate facilities therefor, if such Securityholder shall have provided complete wiring instructions by the Class A NotesRecord Date, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) otherwise by check mailed to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount address of such Notes, and then to Securityholder appearing in the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (H) to the Certificateholders, any remaining amountsSecurity Register.

Distributions. (ia) On or prior to the close of business on each Payment Determination Distribution Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution AccountIndenture Trustee, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, at the Servicer's direction, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to will make the following deposits and distributions in the following order of priority, in each case, to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (Ai) to the Owner TrusteeMandatory Special Redemption subaccount in the Note Distribution Account to the Class A-1 Noteholders and Class A-2 Noteholders, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms amount of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notesany Mandatory Special Redemption, pro rata, calculated on the aggregate then current principal balance of the Class A-1 and Class A-2 Notes with the amounts derived from draws on the Pre-Funding Account (which amounts are available for payment of such Mandatory Special Redemptions and not for any other purpose), to be distributed (i) to the Class A-1 Noteholders, in an amount equal to the Class A-1 Percentage multiplied by the amount in the Mandatory Special Redemption Subaccount and (ii) to the Class A-2 Noteholders, in an amount equal to the Class A-2 Percentage multiplied by the amount in the Mandatory Special Redemption Subaccount with the amounts derived from draws on the Pre-Funding Account (which amounts are available solely for payment of such Mandatory Special Redemptions and not for any other purpose); PROVIDED, HOWEVER, in the event the amount in the Mandatory Special Redemption subaccount is less than $150,000 such amount shall be distributed solely to the Class A-1 Noteholders; (ii) to the Servicer from Available Monies, the Reimbursement Amount to the Servicer for Advances previously made; (iii) to the Servicer from Available Monies, the Servicing Fee, including any unpaid Servicing Fee with respect to one or more prior Due Periods; (iv) to the Indenture Trustee from Available Monies, any accrued and unpaid interest on Indenture Trustee Fee with respect to one or more prior Due Periods; (v) to the Note Distribution Account from Available Monies, together with any amounts deposited therein pursuant to Section 7.06, the Note Interest Distributable Amount with respect to such Distribution Date for each Class of the Class A Notes; (Cvi) to the Holders of the Class A-1 NotesCertificate Distribution Account from Available Interest, together with any amounts deposited therein pursuant to Section 7.06, the aggregate Outstanding Certificate Interest Distributable Amount of with respect to such Notes, and then Distribution Date.] (vii) to the Holders of the Class A-2 NotesNote Distribution Account from Available Monies, together with any amounts deposited therein pursuant to Section 7.06, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Note Principal Distributable Amount of with respect to such NotesDistribution Date; (Dviii) to the Holders of the Class B NotesCertificate Distribution Account from Available Principal, together with any amounts deposited therein pursuant to Section 7.06, the accrued and unpaid interest on the Class B Notes;Certificate Principal Distributable Amount with respect to such Distribution Date; and] (Eb) to in the Holders of event that the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; distributions described in clauses (Fi) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; through (Gviii) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (H) to the Certificateholdersabove have been funded exclusively from Available Monies, any remaining amountsAvailable Monies ("EXCESS AMOUNTS") will be deposited into the Reserve Fund in accordance with Section 7.06(d), until the amount on deposit therein equals the Specified Reserve Fund Balance with respect to such Distribution Date and the Indenture Trustee will pay any excess over such Specified Reserve Fund Balance to the Trust Depositor.

Distributions. (ia) On or prior to the close of business on each Payment Determination Distribution Date, the Servicer Indenture Administrator shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, based solely on the information contained in the Servicer’s Certificate delivered on with respect to the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to make Date) distribute from Available Funds the following deposits and distributions amounts in the following order of priority: (i) to the Servicer, the Base Servicing Fee for the related Monthly Period, any amounts constituting the Base Servicing Fee for previous Monthly Periods which have not been paid and any amounts specified in each caseSection 5.2(b), to the extent the Servicer has not reimbursed itself in respect of Available Funds, if any, remaining after application thereof such amounts pursuant to prior clauses:Section 5.9; (Aii) to the Asset Representations ReviewerLetter of Credit Provider, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum Letter of $150,000 per calendar yearCredit Commitment Fee for such Distribution Date; (Biii) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (Civ) to the Note Principal Distribution Account, the Noteholders’ First Priority Principal Distributable Distribution Amount; (Dv) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (Evi) to the Note Principal Distribution Account, the Noteholders’ Second Priority Principal Distributable Distribution Amount; (Fvii) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (Gviii) to the Note Principal Distribution Account, the Noteholders’ Third Priority Regular Principal Distributable Distribution Amount; (Hix) to the Reserve Spread Account, the amount necessary to reinstate the balance in the Reserve Spread Account up to the Required Reserve Deposit Amount; (Ix) to the Note Distribution AccountServicer, an amount equal to the Noteholders’ Principal Distributable Amount minus Additional Servicing Fee for the related Monthly Period and any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) aboveoverdue Additional Servicing Fees; (Jxi) to the Asset Representations ReviewerLetter of Credit Provider, to the extent of available funds, all outstanding fees, expenses and indemnities due indemnification not previously paid to it by the Servicer as well as any Repayment Amount, as defined in the Letter of Credit Reimbursement Agreement, not previously paid by the Representative; (xii) pro rata, to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the CertificateholdersIndenture Trustee, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A) to the Owner Trustee, the Indenture Trustee Collateral Agent and the Asset Representations ReviewerIndenture Administrator to the extent of available funds, all outstanding fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and indemnification not previously paid to them by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C NotesServicer; and (Hxiii) to the CertificateholdersCertificate Distribution Account for distribution to the Certificateholders or their designees, any remaining amountsfunds. provided, however, that, following an acceleration of the Notes pursuant to Section 5.2 of the Indenture (and the related declaration of acceleration has not been rescinded or annulled) or the receipt of Insolvency Proceeds, amounts will be distributed pursuant to Section 5.6 of the Indenture instead of pursuant to this Section. Notwithstanding item (x) above, for so long as the Servicer and/or its affiliates are the owners of the Certificates, amounts to be remitted pursuant to such item (x) to the Certificate Distribution Account may instead be distributed directly to the Certificateholders by the Servicer. (b) In the event that the Collection Account is maintained with an institution other than the Indenture Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Section 5.6(a) on the related Distribution Date.

Distributions. (ia) On or prior to the close of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (iib) Except as otherwise provided in clause (iii) below, on On each Payment Distribution Date, the Servicer, Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s 's Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee 4.09) to make the following deposits and distributions for receipt by the Servicer or deposit in the following order of priority, in each caseapplicable account by 11:00 a.m. (New York City time), to the extent of Available Fundsthe Total Distribution Amount plus all amounts transferred to the Collection Account from the Spread Account, if any, remaining after application thereof plus any amounts deposited thereto from the Policy Payments Account pursuant to prior clausesSection 5.07(b), to make required payments and distributions on such date pursuant to clauses (1) through (10) below, in the following order and priority: (A1) To the Servicer, from the Interest Distribution Amount, the Servicing Fee (and all unpaid Servicing Fees from prior Collection Periods). Shortfalls in amounts due to the Servicer as Servicing Fees on any Distribution Date may be paid using amounts transferred from the Spread Account only to the extent provided in Section 3.03(b) of the Master Spread Account Agreement; (2) to the Asset Representations ReviewerOwner Trustee and the Indenture Trustee, all feesfrom the Interest Distribution Amount remaining after the application of clause (1) above, any accrued and unpaid fees and expenses (including legal fees and indemnities due expenses) due, but only to the Asset Representations Reviewer under the Asset Representations Review Agreement and extent not previously paid by the Servicer, up . Shortfalls in any such amounts due to a maximum the Owner Trustee or the Indenture Trustee on any Distribution Date may be paid using amounts transferred from the Spread Account only to the extent provided in Section 3.03(b) of $150,000 per calendar year; the Master Spread Account Agreement; (B3) to the Note Distribution Account, from the Class A Total Distribution Amount remaining after the application of clauses (1) and (2) above, the Noteholders’ ' Interest Distributable Amount; ; (C4) to the Note Distribution Account, from the Total Distribution Amount remaining after the application of clauses (1) through (3), the Noteholders’ First Priority ' Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (H) to the Certificateholders, any remaining amounts.

Distributions. (ia) On or prior Prior to any acceleration of the close Notes pursuant to Section 5.2 of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) belowIndenture, on each Payment Date, the Servicer, Indenture Trustee (based on the information contained in the Servicer’s Certificate delivered on or before the related Payment Determination Date pursuant to Section 4.09 hereof, 3.8) shall instruct the Indenture Trustee to make the following deposits and distributions in the following order of priority, in each casedistributions, to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain deposit in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this electionfor such Payment Date, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A1) first, to the Owner TrusteeBackup Servicer, the Indenture Trustee and the Asset Representations ReviewerOwner Trustee, all feesthe Backup Servicing Fee, expenses the Indenture Trustee Fee and indemnities due the Owner Trustee Fee, respectively, to each the extent such party in accordance with the terms of the Basic Documents and fees have not previously paid by the Servicer or the Administratorbeen paid, as applicableand to any Successor Servicer, on a pro rata basis based on amounts due and payable any unreimbursed Transition Expenses up to each party$100,000; (B2) second, to the Holders of Servicer, the Class A NotesServicing Fee, or to any Successor Servicer, the Successor Servicing Fee; (3) third, to the Note Distribution Account for distribution to the Noteholders pro rata, the aggregate Accrued Note Interest due and accrued and unpaid interest on each Class of for the Class A Notesrelated Interest Period; (C4) [fourth, to the Holders of the Class A-1 NotesInsurer, the aggregate Outstanding Amount Premium pursuant to the Insurance Agreement;] (5) fifth, to the Note Distribution Account, for distribution to the Noteholders, the Noteholder Principal Distributable Amount; (6) [sixth, to the Insurer, the Reimbursement Obligations pursuant to the Insurance Agreement]; (7) [seventh, at the Insurer’s discretion, to the Note Distribution Account if a Trigger Event has occurred on or before such Payment Date, the amount of such NotesAvailable Funds remaining after payment of clauses first through sixth above, for distribution to the Noteholders until the Note Balance of each Class has been reduced to zero, and then to the Holders Insurer for payment of all Reimbursement Obligations not paid pursuant to clause sixth above;] (8) eighth, to the Reserve Account, any additional amounts required to reinstate the reserve amount up to the Specified Reserve Amount; (9) [tenth, at the Insurer’s discretion if a Trigger Event has occurred on or before such Payment Date, to the Note Distribution Account, up to the Reserve Amount available, and then to the Insurer for payment of all Reimbursement Obligations not paid pursuant to clause sixth above;] (10) [ eleventh, at the Insurer’s discretion if a Trigger Event has occurred on or before such payment date, up to the Reserve Amount available, to the Account Party and/or each Reserve Account Letter of Credit Bank, as applicable, all amounts payable to the Account Party and/or such Reserve Account Letter of Credit Bank, as the case may be, pursuant to the applicable Letter of Credit Reimbursement Agreement, including, without limitation, any accrued and unpaid Letter of Credit Draw Amounts, Letter of Credit Fees and Letter of Credit Interest and Expenses;] and (11) twelfth, any remaining funds will be distributed to the Residual Interestholder. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Class A-2 Notes, the Class A-3 Notes and Indenture Trustee shall apply all amounts on deposit in the Class A-4 Notes, pro rata, Collection Account pursuant to Section 5.4(b) of the aggregate Outstanding Amount of such Notes;Indenture. (Db) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (H) to the Certificateholders, any remaining amounts[Reserved].

Distributions. (ia) On or prior to the close of business on each Payment Determination Distribution Date, the Servicer Indenture Trustee shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, based solely on the information contained in the Servicer’s Certificate delivered on with respect to the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to make Date) distribute from Available Funds the following deposits and distributions amounts in the following order of priority: (i) to the Servicer, the Base Servicing Fee for the related Monthly Period, any amounts constituting the Base Servicing Fee for previous Monthly Periods which have not been paid and any amounts specified in each caseSection 5.2(b), to the extent the Servicer has not reimbursed itself in respect of Available Funds, if any, remaining after application thereof such amounts pursuant to prior clauses:Section 5.9; (Aii) to the Asset Representations ReviewerLetter of Credit Provider, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum Letter of $150,000 per calendar yearCredit Commitment Fee for such Distribution Date; (Biii) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (Civ) to the Note Principal Distribution Account, the Noteholders’ First Priority Principal Distributable Distribution Amount; (Dv) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (Evi) to the Note Principal Distribution Account, the Noteholders’ Second Priority Principal Distributable Distribution Amount; (Fvii) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (Gviii) to the Note Principal Distribution Account, the Noteholders’ Third Priority Regular Principal Distributable Distribution Amount; (Hix) to the Reserve Spread Account, the amount necessary to reinstate the balance in the Reserve Spread Account up to the Required Reserve Deposit Amount; (Ix) to the Note Distribution AccountServicer, an amount equal to the Noteholders’ Principal Distributable Amount minus Additional Servicing Fee for the related Monthly Period and any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) aboveoverdue Additional Servicing Fees; (Jxi) to the Asset Representations ReviewerLetter of Credit Provider, to the extent of available funds, all outstanding fees, expenses and indemnities due indemnification payments not previously paid to it by the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the CertificateholdersServicer as well as any Repayment Amount, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest as defined in the Certificates to redeposit all or a portion Letter of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the rightCredit Reimbursement Agreement, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each partyRepresentative; (Bxii) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 NotesIndenture Trustee, the aggregate Outstanding Amount of such Notes, Owner Trustee and then the Indenture Collateral Agent to the Holders extent of available funds, all outstanding fees, expenses and indemnification not previously paid to them by the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C NotesServicer; and (Hxiii) to the CertificateholdersCertificate Distribution Account for distribution to the Certificateholders or their designees, any remaining amountsfunds. provided, however, that, following an acceleration of the Notes pursuant to Section 5.2 of the Indenture (and the related declaration of acceleration has not been rescinded or annulled) or the receipt of Insolvency Proceeds, amounts will be distributed pursuant to Section 5.6 of the Indenture instead of pursuant to this Section. Notwithstanding item (x) above, for so long as the Servicer and/or its affiliates are the owners of the Certificates, amounts to be remitted pursuant to such item (x) to the Certificate Distribution Account may instead be distributed directly to the Certificateholders by the Servicer. (b) In the event that the Collection Account is maintained with an institution other than the Indenture Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Section 5.6(a) on the related Distribution Date.

Distributions. (ia) On or prior Distributions of Investor Interest Collections and Investment Proceeds. Subject to the close of business Section 11.02(b), on each Payment Determination Distribution Date, the Servicer Trustee or the Paying Agent, as the case may be, shall calculate (A) all amounts required to be deposited in distribute out of the Note Distribution Account, and (B) all amounts required to be distributed Collection Account to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on extent of Investor Interest Collections collected during the related Payment Determination Date Collection Period and the amounts transferred from the Spread Account as determined pursuant to Section 4.09 hereof4.03(b), shall instruct the Indenture Trustee to make the following deposits amounts and distributions in the following order of prioritypriority to the following Persons (based on the information set forth in the Servicing Certificate): (i) the Trustee Fee for such Distribution Date to the Trustee; (ii) the premium pursuant to the Insurance Agreement to the Credit Enhancer; (iii) the Investor Certificate Interest for such Distribution Date to the Investor Certificateholders and the Unpaid Investor Certificate Interest Shortfall, in each caseif any, for such Distribution Date to the Investor Certificateholders plus, to the extent legally permissible, interest thereon at the Investor Certificate Rate plus _% per annum; (iv) the Investor Loss Amount for such Collection Period to the Investor Certificateholders as principal in reduction of Available Fundsthe Investor Certificate Principal Balance; (v) to Investor Certificateholders as principal in reduction of the Investor Certificate Principal Balance the aggregate amount of the Investor Loss Reduction Amounts, in any, for previous Distribution Dates that have not been previously reimbursed to Investor Certificateholders pursuant to this clause (v); (vi) to reimburse the Credit Enhancer for previously unreimbursed Credit Enhancement Draw Amounts together with interest thereon at the applicable rate set forth in the Insurance Agreement; (vii) the Accelerated Principal Distribution Amount, if any, remaining after application thereof pursuant to prior clauses:the Investor Certificateholders; (Aviii) (i) to the Asset Representations Reviewer, all fees, expenses and indemnities due Trustee to deposit to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Spread Account up to the Required Reserve AmountSpread Account Requirement and (ii) to the Credit Enhancer for any amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; (Iix) any amount required to be paid to the Note Distribution Account, an amount equal Servicer pursuant to Section 7.03 which has not been previously paid to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) aboveServicer; and (Kx) any remaining amount to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above)Transferor. (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (H) to the Certificateholders, any remaining amounts.

Distributions. (ia) On or prior to the close of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to determine the amounts to be deposited in the Note Distribution Account, the Certificate Distribution Account and (B) all amounts required to be distributed to the CertificateholdersSpread Account. (iib) Except as otherwise provided in clause the case of each Payment Date and Redemption Date after an Event of Default and acceleration of the Notes (iii) belowand, if any Notes remain outstanding after the Final Scheduled Maturity Date), on each Payment Date, the Servicer, Servicer shall instruct the Indenture Trustee (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee 4.8) to make from the Collection Account the following deposits and distributions for receipt by the party as provided below or deposit in the following order of priorityapplicable Trust Account or Certificate Distribution Account, in each caseas applicable, by 10:00 a.m. (New York time), to the extent of Available Fundsthe Total Distribution Amount, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (Ai) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all amounts due, including indemnities, up to a maximum of $ per year; (ii) [to the Servicer, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods[; provided, however, that available funds from the Spread Account shall not be used to pay the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods if the Servicer is New Holland Credit Company or other Affiliate of CNH Industrial Capital America];] (iii) [to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods[; provided, however, that available funds from the Spread Account shall not be used to pay the Administration Fee and all unpaid Administration Fees from prior Collection Periods if the Administrator is New Holland Credit Company or other Affiliate of CNH Industrial Capital America];] (iv) [[to the Note Distribution Account, [the Net Swap Payments (including interest on any overdue Net Swap Payments), if any];] (v) [to the Note Distribution Account, the Class Interest Amount for each Class of Class A Notes [and the Priority Swap Termination Payments payable by the Issuing Entity, if any]; (vi) [to the Note Distribution Account, the First Principal Payment Amount, if any;] (vii) [to the Note Distribution Account, the Class Interest Amount for the Class B Notes;] (viii) [to the Note Distribution Account, the Note Monthly Principal Distributable Amount;] (ix) [to the Spread Account to the extent necessary so that the balance on deposit therein will equal the Specified Spread Account Balance;] (x) [to the Note Distribution Account, the lesser of (a) the amounts remaining after giving effect to clauses (i) through (ix) above, and (b) the Outstanding Amount of the Class A-1 Notes as of the end of the preceding Payment Date minus the amount of payments of principal on the Class A-1 Notes to be made on such Payment Date due to the application of the First Principal Payment Amount and the Note Monthly Principal Distributable Amounts (the “Turbo Principal Payment Amount”);] (xi) to the Asset Representations Reviewer all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and but not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each partyunder clause (i) above; (Bxii) [to the Holders Note Distribution Account, [any Swap Termination Payments payable by the Issuing Entity], to the extent not deposited pursuant to clause (v) above;] (xiii) [to the Servicer, to cover any accrued and unpaid reimbursable expenses[; provided, however, that available funds from the Spread Account shall not be used to pay the accrued and unpaid reimbursable expenses of the Class A NotesServicer if the Servicer is New Holland Credit Company or other Affiliate of CNH Industrial Capital America]]; and (xiv) [to the Certificate Distribution Account, pro ratathe remaining Total Distribution Amount to be distributed to the Certificateholders.] (c) On the A-1 Note Final Scheduled Maturity Date, the Servicer shall instruct the Indenture Trustee to deposit from the Collection Account into the Note Distribution Account by 10:00 a.m. (New York time), to the extent of available funds on such day, an amount equal to the sum of (i) the aggregate accrued and unpaid interest on each the Class A-1 Notes as of the Class A Notes; A-1 Note Final Scheduled Maturity Date, and (Cii) the amount necessary to reduce the Holders outstanding principal amount of the Class A-1 NotesNotes to zero. It is understood and agreed that, with respect to the amounts to be distributed pursuant to this Section 5.6(c), the aggregate Outstanding Amount of such NotesServicer shall, and then to the Holders extent necessary (i) deposit into the Collection Account any amounts received as payments by or on behalf of any Obligor (and not previously deposited into the Class A-2 NotesCollection Account) on or prior to the A-1 Note Final Scheduled Maturity Date, (ii) make each calculation that would otherwise be made on a Determination Date (with appropriate adjustments) in accordance with Section 4.8 on the Business Day immediately [preceding] the A-1 Note Final Scheduled Maturity Date, (iii) on the Payment Date immediately succeeding the A-1 Note Final Scheduled Maturity Date, make any adjustments to the Note Monthly Principal Distributable Amount, the Class A-3 Notes Interest Amount and any other amount to be paid on such Payment Date, and (iv) make any other calculation, adjustment or correction that may be required as a result of any payment made on the A-1 Note Final Scheduled Maturity Date. (d) During the period from the date the Servicer is no longer performing as Servicer (due to being terminated or due to its ceasing to perform as Servicer) (the “Predecessor Servicer”) until the effectiveness of the transition of the Successor Servicer as provided herein (the “Transition Period”), in the event that neither NH Credit, as the Predecessor Servicer, nor the Successor Servicer, has delivered the Servicer’s Certificate containing instructions to the Indenture Trustee (required to be delivered pursuant to Section 4.8 hereof) on or before 11:00 am New York time on any Payment Date so as to enable the Indenture Trustee to make payments pursuant to and in accordance with the priority set forth in Section 5.6 hereof and Section 8.2 of the Indenture on the relevant Payment Dates during the Transition Period, the Indenture Trustee shall, to the extent such funds are available, withdraw amounts from the Collection Account and the Class A-4 NotesSpread Account (based upon the information set forth under “Interest & Principal Payments Pursuant to Section 5.6(d) and 5.6(e)(ii) of the Sale and Servicing Agreement” in the last Servicer’s Certificate that the Indenture Trustee received from the Predecessor Servicer) and therefrom make payments of, pro rata(i) interest for each Note due on such Payment Date that takes place during the Transition Period and, the aggregate Outstanding Amount of such Notes; (Dii) to the Holders extent that the Final Scheduled Maturity Date for any Notes occurs during the Transition Period, the outstanding principal amount on such Notes due on its applicable Final Scheduled Maturity Date, in each case in accordance with the priority set forth above in Section 8.2 of the Class B NotesIndenture. During the Transition Period, until NH Credit or the Successor Servicer has delivered the Servicer’s Certificate required under Section 4.8 hereof, any amounts remaining in the Collection Account and the Spread Account, after the payments referred to in clauses (i) and (ii) above are made, shall be held therein until the next Payment Date and the Indenture Trustee shall have no obligation to make any other payments in respect of such Payment Date. (i) In the event the Servicer’s Certificate shows that, as of any Determination Date, there are amounts on deposit in the Collection Account which do not constitute part of the Total Distribution Amount and to which the Depositor is entitled hereunder, the accrued and unpaid interest on Servicer shall direct the Class B Notes;Indenture Trustee to forthwith pay such amount to or upon its written order. (Eii) Notwithstanding the foregoing, in the event that the Servicer has not delivered the Servicer’s Certificate containing instructions to the Holders Indenture Trustee (required to be delivered pursuant to Section 4.8 hereof) on or before 11:00 am New York time on any Payment Date so as to enable the Indenture Trustee to make payments pursuant to and in accordance with the priority set forth in Section 5.6 hereof and Section 8.2 of the Class B NotesIndenture on such Payment Date, the aggregate Outstanding Amount Indenture Trustee shall, to the extent such funds are available, withdraw amounts from the Collection Account and the Spread Account (based upon the information set forth under “Interest & Principal Payments Pursuant to Section 5.6(d) and 5.6(e)(ii) of the Class B Notes; (FSale and Servicing Agreement” in the last Servicer’s Certificate that the Indenture Trustee received from the Servicer) to and therefrom make payments of interest and principal on such Payment Date, in each case, in accordance with the Holders priority set forth in Section 8.2 of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (H) to the Certificateholders, any remaining amountsIndenture.

Distributions. (ia) On or prior Prior to any acceleration of the close Notes pursuant to Section 5.2 of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) belowIndenture, on each Payment Date, the Servicer, Indenture Trustee (based on the information contained in in, and as directed by, the Servicer’s Certificate delivered on or before the related Payment Determination Date pursuant to 12 Sale & Servicing Agreement Section 4.09 hereof, 3.8) shall instruct the Indenture Trustee to make the following deposits and distributions in the following order of priority, in each casedistributions, to the extent of Available Funds, if any, remaining after application thereof Advances made on such Payment Date pursuant to prior clauses: (ASection 4.3(c) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Draw Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain deposit in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this electionfor such Payment Date, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (i) first, to the Servicer (or any predecessor Servicer, if applicable) for reimbursement of all outstanding Advances; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior Collection Periods; (iii) [third, to the Swap Counterparty, the Net Swap Payment, if any, for such Payment Date;] (iv) fourth, pro rata, [(A) to the Swap Counterparty, any Senior Swap Termination Payments for such Payment Date, and (B)] to the Noteholders, the Accrued Note Interest for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Note Interest, the amounts available will be applied to the payment of such interest on the Notes on a pro rata basis; (v) fifth, to the Principal Distribution Account for distribution to the Noteholders pursuant to Section 8.2(c) of the Indenture, the Principal Distribution Amount; (vi) sixth, to the Reserve Account, any additional amounts required to increase the amount in the Reserve Account up to the Specified Reserve Account Balance; (vii) seventh, to the Swap Counterparty, any Subordinated Swap Termination Payments for such Payment Date; (viii) eighth, to the Owner Trustee and the Indenture Trustee, fees, expenses and indemnification amounts due and owing under the Trust Agreement and the Indenture, as applicable, which have not been previously paid; and (ix) ninth, to or at the direction of the Certificateholder, any funds remaining. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee and shall apply all amounts on deposit in the Asset Representations ReviewerCollection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes[, all feesamounts payable to the Swap Counterparty] and all other amounts payable under Section 4.4(a), expenses and indemnities due all Collections shall be paid to each such party or in accordance with the terms of the Basic Documents and not previously paid instructions provided from time to time by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (H) to the Certificateholders, any remaining amounts.Certificateholder. 13 Sale & Servicing Agreement

Distributions. (a) Distributions of Investor Interest Collections and Investment ------------------------------------------------------------- Proceeds. On each Distribution Date, the Trustee or the Paying Agent, as the -------- case may be, shall distribute out of the Collection Account to the extent of Investor Interest Collections collected during the related Collection Period and the amount, if any, deposited into the Collection Account pursuant to Section 4.05, the following amounts and in the following order of priority to the following Persons (based on the information set forth in the Servicing Certificate), with respect to each Loan Group: (i) On or prior the related Trustee Fee for such Distribution Date to the close Trustee; (ii) the related Premium pursuant to the Insurance Agreement to the Credit Enhancer; (iii) the Investor Certificate Interest for the related Class of business on each Payment Determination DateInvestor Certificates for such Distribution Date to the related Investor Certificateholders and the related Unpaid Investor Certificate Interest Shortfall (other than any related Basis Risk Carryforward), if any, for such Distribution Date to the Servicer shall calculate related Investor Certificateholders plus, to the extent legally permissible, interest thereon at the related Investor Certificate Rate; (Aiv) all amounts required the Investor Loss Amount for such Class of Investor Certificates for such Distribution Date to be deposited the related Investor Certificateholders as principal in reduction of the related Investor Certificate Principal Balance; (v) to the related Class of Investor Certificateholders as principal in reduction of the related Investor Certificate Principal Balance the aggregate amount of the related Investor Loss Reduction Amounts, if any, for previous Distribution Dates that have not been previously reimbursed to the related Investor Certificateholders pursuant to this clause (v); (vi) to reimburse the Credit Enhancer for previously unreimbursed Credit Enhancement Draw Amounts together with interest thereon at the applicable rate set forth in the Note Insurance Agreement; (vii) the related Accelerated Principal Distribution AccountAmount, and if any, to the related Class of Investor Certificateholders; (Bviii) all to the Credit Enhancer for any amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; (ix) to fund any amounts required to be distributed to the Certificateholdersother Class on such Distribution Date, pursuant to clauses (iii)-(v) and (vii) and remaining unpaid after distributions of the Investor Interest Collections for the Loan Group related to such other Class. (iix) Except as otherwise provided in clause (iii) below, on each Payment Dateto the Reserve Fund, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to make the following deposits and distributions in the following order of priority, in each case, to the extent of Available FundsReserve Fund Deposit, if any, remaining after application thereof for such Distribution Date; (xi) any amounts required to be paid to the Master Servicer with respect to such Class of Investor Certificates pursuant to prior clauses:Sections 3.08 and 7.03 which have not been previously paid to the Master Servicer; (Axii) any amounts required to be paid to the Master Servicer with respect to the other Class pursuant to Sections 3.08 and 7.03 which have not previously been paid to the Master Servicer and which remain unpaid after distributions of the Investor Interest Collections for the Loan Group related to such other Class; (xiii) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum related Class of $150,000 per calendar yearInvestor Certificates any Basis Risk Carryforward; (Bxiv) to the Note Distribution Accountother Class, any Basis Risk Carryforward remaining unpaid after distributions of the Class A Noteholders’ Investor Interest Distributable Amount; (C) Collections for the Loan Group related to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) abovesuch other Class; and (Kxv) any remaining amount to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above)Transferor. (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (H) to the Certificateholders, any remaining amounts.

Distributions. (ia) On or prior to the close of business on each Payment Determination Distribution Date, the Servicer Trustee shall calculate (A) all amounts required to be deposited in withdraw from the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to make the following deposits and distributions in the following order of priority, in each case, Account to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution Account, amounts on deposit therein an amount equal to the Noteholders’ Principal Distributable Amount minus Available Distribution Amounts (other than any amounts allocated amount in the Distribution Account that was transferred from the Policy Payments Account to the Note Distribution Account pursuant to clauses (CSection 9.04), (E) and (G) above; (J) shall allocate such amounts to the Asset Representations Reviewer, all fees, expenses interests issued in respect of REMIC 1 and indemnities due REMIC 2 in accordance with the terms hereof and shall distribute to the Asset Representations Reviewer under Certificateholders the Asset Representations Review Agreement but not paid following amounts (together with amounts withdrawn from the Basis Risk Reserve Fund pursuant to clause (A) above; and (K) to the CertificateholdersSection 4.07 of this Agreement), any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (Bi) to the Holders of the Class A NotesCertificates an amount equal to (A) the Interest Distribution Amount for such Distribution Date, pro rata, plus (B) any undistributed amount described in the aggregate accrued and unpaid interest on each Class immediately preceding clause (i)(A) from any previous Distribution Date for which no Insurance Payment has been previously paid to Holders of the Class A NotesCertificates; (Cii) to the Holders of the Class A-1 NotesA Certificates in an amount equal to the Principal Distribution Amount (except for any portion thereof consisting of any related Subordination Increase Amount or related Realized Losses), applied to reduce the Certificate Principal Balances of the Class A Certificates until the aggregate Certificate Principal Balance of the Class A Certificates is reduced to zero; (iii) to the Holders of the Class A Certificates, payable from the Net Monthly Excess Cashflow, the aggregate Outstanding principal portion of any Realized Losses incurred or deemed to have been incurred during the related Collection Period on the Mortgage Loans; (iv) to the Certificate Insurer, to reimburse the Certificate Insurer for claims under the Policy, to the extent of Cumulative Insurance Payments; (v) to the Holders of the Class A Certificates, payable from the Net Monthly Excess Cashflow remaining, an amount equal to the portion of the Principal Distribution Amount consisting of any Subordination Increase Amount; (vi) to the Holders of the Class A Certificates, payable from the Net Monthly Excess Cashflow remaining, an amount equal to any Relief Act Interest Shortfalls that were allocated to such Notesholders and therefore not distributed pursuant to clause (i) above; (vii) to the Holders of the Class A Certificates, payable from the Net Monthly Excess Cashflow remaining, an amount equal to any of the outstanding amount of REMIC Basis Risk Shortfall for such Distribution Date; (viii) to the Basis Risk Reserve Fund, payable from the Net Monthly Excess Cashflow remaining, and then to the Holders of the Class A-2 NotesA Certificates, payable from the Class A-3 Notes and Basis Risk Reserve Fund (including from any amounts on deposit in such fund that were so deposited on prior Distribution Dates), in an amount equal to the Class A-4 Notes, pro rata, the aggregate Outstanding Amount unpaid amount of any outstanding Excess Basis Risk Shortfall such NotesDistribution Date; (Dix) to the Certificate Insurer, any amounts remaining due to the Insurer under the terms of the Insurance Agreement (other than those attributable to Excess Bankruptcy Losses, Excess Fraud Losses and Excess Special Hazard Losses); (x) to the Basis Risk Reserve Fund in an amount equal to the Required Reserve Fund Deposit; (xi) to the Holders of the Class B NotesX Certificates, the accrued and unpaid interest on in an amount equal to the Class B NotesX Distributable Amount; (Exii) to the Holders of the Class B NotesR Certificates, the aggregate Outstanding Amount balance, if any, of the amount so withdrawn from the Distribution Account for such Distribution Date, together with amounts withdrawn from the Basis Risk Reserve Fund pursuant to Section 4.07(d) and distributable to the Class B Notes;X Certificates (Fxiii) to the Holders of the Class C NotesR Certificates, any remaining amounts. Amounts deposited to the Basis Risk Reserve Fund pursuant to the preceding clauses (viii) and (x) shall be deemed to have been distributed to the Class X Certificateholders for applicable tax purposes. All Realized Losses to be allocated to the Certificate Principal Balances of the Class A Certificates on any Distribution Date shall be so allocated after the actual distributions to be made on such date as provided above. All references above to the Certificate Principal Balance of the Class A Certificates shall be to the Certificate Principal Balance thereof immediately prior to the relevant Distribution Date, before reduction thereof by any Realized Losses, in each case to be allocated in accordance with the provisions of Section 4.04(b) on such Distribution Date pursuant to Section 4.04 . (b) In addition to making the distributions required pursuant to Section 4.01(a), on each Distribution Date for which there exists a Deficiency Amount, the accrued Trustee shall withdraw from the Distribution Account any amount therein that was transferred from the Policy Payments Account to the Distribution Account pursuant to Section 9.04 and unpaid interest on the Class C Notes; (G) distribute to the Holders of the Class C NotesA Certificates (i) an amount equal to any amount required to be paid to such Class pursuant to Section 4.01(a)(i) for such Distribution Date remaining unpaid after giving effect to all distributions made pursuant to Section 4.01(a) for such Distribution Date, (ii) an amount equal to the aggregate Outstanding Amount principal portion of any Realized Losses allocated to such Class on such Distribution Date after giving effect to all distributions made pursuant to Section 4.01(a) for such Distribution Date and (iii) without duplication, any other amount constituting a Deficiency Amount. 82 (c) Each Holder of a Certificate, by its acceptance of such Certificate, hereby agrees that, in the event any distribution is made to any Holder of a Class A Certificate from amounts paid under the Policy, (i) the Certificate Insurer shall be subrogated in the manner herein provided to the rights of the Holder of such Class A Certificate to receive from amounts on deposit in the Distribution Account the distributions allocable to principal and interest that would have been distributable to such Holder if no such distribution to such Holder had been made from amounts paid under the Policy; and (ii) in addition to the rights of the Class C Notes; A Certificateholders that the Certificate Insurer may exercise in accordance with the provisions of Section 9.01, the Certificate Insurer may exercise any option, vote, right, power or the like with respect to each Class A Certificate for which Cumulative Insurance Payments are outstanding. (d) All distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among the outstanding Certificates in such Class based on their respective Percentage Interests. Payments in respect of each Class of Certificates on each Distribution Date will be made to the Holders of the respective Class of record on the related Record Date (except as otherwise provided in Section 4.01(f) or Section 10.01 respecting the final distribution on such Class), based on the aggregate Percentage Interest represented by their respective Certificates, and shall be made by wire transfer of immediately available funds to the account of any such Holder at a bank or other entity having appropriate facilities therefor, if such Holder shall have so notified the Trustee in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of Certificates having an initial aggregate Certificate Principal Balance that is in excess of the lesser of (i) $5,000,000 or (ii) two- thirds of the initial Certificate Principal Balance (or, in the case of the Class X Certificates or the Class R Certificates, a 66% Percentage Interest) of such Class of Certificates, or otherwise by check mailed by first class mail to the address of such Holder appearing in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the Corporate Trust Office or such other location specified in the notice to Certificateholders of such final distribution. Payments to the Certificate Insurer on any Distribution Date will be made by wire transfer of immediately available funds to the account designated by the Certificate Insurer. Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating brokerage firm (a "brokerage firm" or "indirect participating firm") for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents. None of the Trustee, the Certificate Registrar, the Depositor or the Master Servicer shall have any responsibility therefor except as otherwise provided by this Agreement or applicable law. (e) The rights of the Certificateholders to receive distributions in respect of the Certificates, and all interests of the Certificateholders in such distributions, shall be as set forth in this Agreement. Neither the Holders of any Class of Certificates nor the Trustee nor the Master Servicer shall in any way be responsible or liable to the Holders of any other Class of Certificates in respect of amounts properly previously distributed on the Certificates. (f) Except as otherwise provided in Section 10.01, whenever the Trustee expects that the final distribution with respect to any Class of Certificates will be made on the next Distribution Date, the Trustee shall, no later than five (5) Business Days after the related Determination Date, mail to each Holder on such date of such Class of Certificates and to the Certificate Insurer a notice to the effect that: (i) the Trustee expects that the final distribution with respect to such Class of Certificates will be made on such Distribution Date but only upon presentation and surrender of such Certificates at the office of the Trustee therein specified, and (Hii) no interest shall accrue on such Certificates from and after the end of the related Interest Accrual Period. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(f) shall not have been surrendered for cancellation within six months after the time specified in such notice, the Trustee shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Trustee shall, directly or through an agent, contact the remaining non-tendering Certificateholders concerning surrender of their Certificates in the manner reasonably specified to the Trustee by the Master Servicer in writing. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in the trust fund. If within one year after the second notice any such Certificates shall not have been surrendered for cancellation, the Trustee shall pay any such funds to the Master Servicer, the Master Servicer shall pay to the Certificate Insurer any amount of such funds that were paid by the Certificate Insurer under the Policy but shall continue to hold any remaining funds for the benefit of the non-tendering Certificateholders, and such Certificateholders shall thereafter look solely to the Master Servicer for payment thereof, and all liability of the Certificate Insurer and the Trustee with respect to such trust funds shall thereupon cease. No interest shall accrue or be payable to any remaining amountsCertificateholder on any amount held in trust by the Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(f).

Distributions. (ia) On or prior Prior to any acceleration of the close Notes pursuant to Section 5.2 of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) belowIndenture, on each Payment Date, the Servicer, Indenture Trustee (based on the information contained in in, and as directed by, the Servicer’s Certificate delivered on or before the related Payment Determination Date pursuant to Section 4.09 hereof, 3.8) shall instruct the Indenture Trustee to make the following deposits and distributions in the following order of priority, in each casedistributions, to the extent of Available Funds, if any, remaining after application thereof Advances made on such Payment Date pursuant to prior clauses: (ASection 4.3(c) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Draw Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain deposit in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this electionfor such Payment Date, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A1) first, to the Servicer (or any predecessor Servicer, if applicable) for reimbursement of all outstanding Advances; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Class A Noteholders, the Class A Accrued Note Interest for the related Interest Period; provided that if there are not sufficient funds available to pay the entire amount of the Class A Accrued Note Interest, the amounts available will be applied to the payment of such interest on the Notes on a pro rata basis; (4) fourth, to the Principal Distribution Account for distribution to the Noteholders pursuant to Section 8.2 of the Indenture, the Principal Distribution Amount for such Payment Date; (5) fifth, to the Reserve Account, any additional amounts required to increase the amount in the Reserve Account up to the Specified Reserve Account Balance; (6) sixth, to the Owner Trustee and the Indenture Trustee, fees and expenses (including indemnification amounts) permitted under the Trust Agreement and the Indenture, as applicable, which have not been previously paid; and (7) seventh, to or at the direction of the Certificateholder, any funds remaining. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and the Asset Representations Reviewerall other amounts payable under Section 4.4(a), all fees, expenses and indemnities due Collections shall be paid to each such party or in accordance with the terms instructions provided from time to time by the Certificateholder. (c) Notwithstanding any statement to the contrary contained in any of the Basic Documents and not previously paid by the Servicer or the AdministratorTransaction Documents, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of if the Class A-1 NotesNotes remain outstanding at that time, all payments, deposits and withdrawals required to be made on the aggregate Outstanding Amount Payment Date in November 2004 shall be made on the Class A-1 Final Scheduled Payment Date, except that payments of such Notes, interest and then to the Holders of principal on the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest Notes shall be paid on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (H) to the Certificateholders, any remaining amountsapplicable Payment Date in November 2004.

Distributions. (ia) On or prior Unless the Notes have been accelerated pursuant to Section 5.2 of the close of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) belowIndenture, on each Payment Date, the Servicer, Relevant Trustee (based on the information contained in the Servicer’s Certificate delivered on or before the related Payment Determination Date pursuant to Section 4.09 hereof, 3.8) shall instruct the Indenture Trustee to make the following deposits and distributions in the following order of priority, in each casedistributions, to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses Funds and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Draw Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain deposit in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this electionfor such Payment Date, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (1) first, (A) to the Servicer, the Servicing Fee, any Supplemental Servicing Fees and any Liquidation Reimbursements and all unpaid Servicing Fees, Supplemental Servicing Fees and Liquidation Reimbursements, if any, with respect to prior periods, and (B) (i) to the Standby Servicer, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods); provided, however, that [prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture], the fees, expenses and indemnification amounts payable to the Standby Servicer pursuant to this clause first shall be limited to $[ ] per annum in the aggregate, and (ii) if the Standby Servicer becomes the successor Servicer, to the Standby Servicer, Servicing Transition Costs, to the extent not previously paid by the predecessor Servicer pursuant to Section [7.3], provided, that such Servicing Transition Costs payable pursuant to this clause first shall not exceed $[ ]; (2) second, to the Indenture Trustee and the Owner Trustee[ and the Grantor Trust Trustee], any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by BAC; provided, however, that the fees, expenses and indemnification amounts payable (A) to the Indenture Trustee pursuant to this clause second shall be limited to $[ ] per annum in the aggregate, (B) to the Owner Trustee[ and the Grantor Trust Trustee] pursuant to this clause second shall be limited to $[ ] per annum in the aggregate, the Indenture Trustee and (C) to the Asset Representations ReviewerReviewer pursuant to this clause second shall be limited to $[ ] per annum in the aggregate; (3) third, all fees, expenses and indemnities due to each such party in accordance with the terms Noteholders of the Basic Documents Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not previously paid by sufficient funds available to pay the Servicer or entire amount of the AdministratorAccrued Class A Note Interest, as applicable, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on amounts due and the amount of interest payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C4) fourth, for distribution to the Holders Noteholders pursuant to Section 8.2(b) of the Class A-1 NotesIndenture, the aggregate Outstanding Amount First Allocation of such NotesPrincipal, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notesif any; (D5) fifth, to the Holders Noteholders of the Class B Notes, the accrued and unpaid interest on the Accrued Class B NotesNote Interest due and accrued for the related Interest Period; (E6) sixth, for distribution to the Holders Noteholders in accordance with Section 8.2(b) of the Class B NotesIndenture, the aggregate Outstanding Amount Second Allocation of the Class B NotesPrincipal, if any; (F7) seventh, to the Holders Noteholders of the Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Noteholders of Class D Notes, the Accrued Class D Note Interest due and accrued for the related Interest Period; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Fourth Allocation of Principal, if any; (11) [eleventh, to the Noteholders of Class E Notes, the Accrued Class E Note Interest due and accrued for the related Interest Period;] (12) [twelfth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Fifth Allocation of Principal, if any;] (13) thirteenth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (14) fourteenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (15) fifteenth, to the Indenture Trustee, the Owner Trustee[, the Grantor Trust Trustee] the Standby Servicer and the Asset Representations Reviewer, any accrued and unpaid interest on the Class C Notes; (Gfees, expenses and indemnification amounts not paid pursuant to clause first or clause second of this Section 4.4(a) due solely to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notesper annum limitation set forth therein; and (H16) sixteenth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any remaining amountsother provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (ia) On or prior Prior to any acceleration of the close Notes pursuant to Section 5.2 of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) belowIndenture, on each Payment Date, the Servicer, Indenture Trustee (based on the information contained in the Servicer’s Certificate delivered on or before the related Payment Determination Date pursuant to Section 4.09 hereof, 3.8) shall instruct the Indenture Trustee to make the following deposits and distributions in the following order of priority, in each casedistributions, to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain deposit in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this electionfor such Payment Date, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A1) first, to the Owner TrusteeBackup Servicer, the Indenture Trustee and the Asset Representations ReviewerOwner Trustee, all feesthe Backup Servicing Fee, expenses the Indenture Trustee Fee and indemnities due the Owner Trustee Fee, respectively, to each the extent such party in accordance with the terms of the Basic Documents and fees have not previously paid by the Servicer or the Administratorbeen paid, as applicableand to any Successor Servicer, on a pro rata basis based on amounts due and payable any unreimbursed Transition Expenses up to each party$100,000; (B2) second, to the Holders of Servicer, the Class A NotesServicing Fee, or to any Successor Servicer, the Successor Servicing Fee; (3) third, to the Note Distribution Account for distribution to the Noteholders pro rata, the aggregate Accrued Note Interest due and accrued and unpaid interest on each Class of for the Class A Notesrelated Interest Period; (C4) [fourth, to the Holders of the Class A-1 NotesInsurer, the aggregate Outstanding Amount Premium pursuant to the Insurance Agreement;] (5) fifth, to the Note Distribution Account, for distribution to the Noteholders, the Noteholder Principal Distributable Amount; (6) [sixth, to the Insurer, the Reimbursement Obligations pursuant to the Insurance Agreement]; (7) [seventh, at the Insurer’s discretion, to the Note Distribution Account if a Trigger Event has occurred on or before such Payment Date, the amount of such NotesAvailable Funds remaining after payment of clauses first through sixth above, for distribution to the Noteholders until the Note Balance of each Class has been reduced to zero, and then to the Holders Insurer for payment of all Reimbursement Obligations not paid pursuant to clause sixth above;] (8) eighth, to the Reserve Account, any additional amounts required to reinstate the reserve amount up to the Specified Reserve Amount; (9) [ninth, at the Insurer’s discretion if a Trigger Event has occurred on or before such Payment Date, to the Note Distribution Account, up to the Reserve Amount available, and then to the Insurer for payment of all Reimbursement Obligations not paid pursuant to clause sixth above;] (10) [tenth, at the Insurer’s discretion if a Trigger Event has occurred on or before such payment date, up to the Reserve Amount available, to the Account Party and/or each Reserve Account Letter of Credit Bank, as applicable, all amounts payable to the Account Party and/or such Reserve Account Letter of Credit Bank, as the case may be, pursuant to the applicable Letter of Credit Reimbursement Agreement, including, without limitation, any accrued and unpaid Letter of Credit Draw Amounts, Letter of Credit Fees and Letter of Credit Interest and Expenses;] and (11) eleventh, any remaining funds will be distributed to the Residual Interestholder. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Class A-2 Notes, the Class A-3 Notes and Indenture Trustee shall apply all amounts on deposit in the Class A-4 Notes, pro rata, Collection Account pursuant to Section 5.4(b) of the aggregate Outstanding Amount of such Notes;Indenture. (Db) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (H) to the Certificateholders, any remaining amounts[Reserved].

Distributions. Section 5.1 Distributions other than from a Company Sale or Dissolution. (ia) On or prior Subject to the close Act, Section 5.4, and the right of business on the Board of Managers to suspend the payment of the GM Preferred Accrued Distribution Amount with respect to any one or more Fiscal Quarters with the consent of the Joint Majority Holders, and except as set forth in Section 5.2, Distributions of the GM Preferred Accrued Distribution Amount with respect to the immediately preceding Fiscal Quarter shall be made in cash, except as otherwise may be permitted pursuant to Section 5.6, to the GM Preferred Holders no later than the tenth Business Day following (x) with respect to the first three Fiscal Quarters in each Payment Determination DateFiscal Year, the Servicer shall calculate (A) all amounts delivery of the financial statements required to be deposited in delivered by the Note Distribution AccountCompany pursuant to Section 4.5(a)(iii) with respect to such Fiscal Quarter, and (By) all amounts with respect to the fourth Fiscal Quarter in each Fiscal Year, the delivery of the financial statements required to be distributed to delivered by the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date Company pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee 4.5(a)(v) with respect to make the following deposits and distributions in the following order of prioritysuch Fiscal Year, in each case, ratably among such GM Preferred Holders in proportion to the aggregate GM Preferred Accrued Distribution Amount with respect to the GM Preferred Membership Interests then held by each such GM Preferred Holder either (1) immediately prior to such Distribution or, if applicable, (2) on the record date set by the Board of Managers pursuant to Section 7.9 with respect to such Distribution; provided that the Board of Managers may reduce any such Distribution to the extent required to avoid a reduction of Available Fundsthe equity capital of the Company below the Required Capital Amount, if any, remaining after application thereof as determined in good faith by the Board of Managers. The Company shall use its commercially reasonable efforts to give written notice to each GM Preferred Holder at least three Business Days prior to any Distribution pursuant to prior clauses: (A) to this Section 5.1(a). Notwithstanding the Asset Representations Reviewerother provisions of this Agreement, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up event that the Company fails to make the Required Reserve Amount; (I) to full amount of Distributions of the Note GM Preferred Accrued Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses this Section 5.1 (C)a) with respect to any Fiscal Quarter, then the Company shall not make any Distributions pursuant to (E1) Section 5.1(d) and (G2) above; (J) to Section 5.3, in each case, until such time as the Asset Representations Reviewer, all fees, expenses and indemnities due to Company has made a full Distribution of the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid GM Preferred Accrued Distribution Amount pursuant to clause (Athis Section 5.1(a) above; and (K) with respect to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above)Fiscal Quarter. (iiib) In Subject to the event Notes are Act, except as set forth in Section 5.2, and subject to Section 5.4, Distributions of the Class E Preferred Accrued Distribution Amount shall be payable when, as and if declared by the Board of Managers in cash, in arrears, on a Class E Preferred Payment Distribution Date, ratably among such Class E Preferred Membership Interests then held by the Class E Preferred Holder, either (i) immediately prior to such Distribution, or (ii) if applicable, on the record date set by the Board of Managers pursuant to Section 7.9 with respect to such Distribution. (c) [Reserved.] (d) Subject to the Act, and except as set forth in the last sentence of Section 5.1(a), Section 5.2, Section 5.3, and Section 5.4 at any time after the Fiscal Quarter ended December 31, 2008, Distributions shall be due made when, as and payable following if declared by the occurrence Board of an Event of Default under the IndentureManagers, Available Funds will be and distributed in the following amounts and order of priority: (i) first, to the Common Holders, ratably among such Common Holders based on the Company Interest of each such Common Holder either (A) immediately prior to such Distribution or, if applicable, (B) on the record date set by the Board of Managers pursuant to Section 7.9 with respect to such Distribution, until such Common Holders have received (1) a return of the Agreed Initial Value (taking into account all prior Distributions) plus (2) an amount equal to a ten percent (10%) per annum compound rate of return on the Agreed Initial Value outstanding from time to time after reduction for amounts Distributed to the Owner TrusteeCommon Holders hereunder (disregarding Distributions of the Tax Amount) (the “Hurdle Rate”), provided that for the purpose of computing whether or not the Agreed Initial Value and an amount equal to the Hurdle Rate has been received by the Common Holders, Distributions to the Common Holders to the extent of the Tax Amount shall be disregarded; and (ii) thereafter, to the Class C-1 Holders and Common Holders based on the Total Interest of each such Class C-1 Holder and Common Holder either (A) immediately prior to such Distribution or, if applicable, (B) on the record date set by the Board of Managers pursuant to Section 7.9 with respect to such Distribution; provided, first, that, after the Fiscal Quarter ending December 31, 2008 through the Fiscal Quarter ending December 31, 2011, to the extent that any Distribution contemplated by this clause (d) would in the aggregate exceed forty percent (40%) of the excess of (i) the Financial Book Income generated in any Fiscal Quarter, over (ii) an amount equal to the Distributions made or reserved to be made pursuant to Section 5.1(a) and Section 5.1(b) with respect to such Fiscal Quarter (such excess, the Indenture Trustee “Distributable Amount”), then that portion of such Distribution in excess of forty percent (40%) of the Distributable Amount that would otherwise have been made to the Initial Class A Holders with respect to 51,631.2902653 Class A Membership 44 Interests shall instead be retained by the Company, and the Asset Representations ReviewerCompany shall, all feessubject to Section 5.4, expenses and indemnities due issue to each such party Initial Class A Holder a number of GM Preferred Membership Interests equal to the quotient of (1) (x) the amount of cash Distributions in accordance with the terms excess of forty percent (40%) of the Basic Documents Distributable Amount that such Initial Class A Holder otherwise would have been entitled to receive with respect to such Class A Membership Interests pursuant to this Section 5.1(d), divided by (y) 0.9, divided by (2) 1,000; and provided, second, that to the extent any of the Management Units issued by Management Company are not previously paid vested, then that portion of the Distributable Amount that would otherwise have been made to the Class C-1 Holders with respect to that portion of Class C-1 Membership Interests equivalent to the Management Units that are not vested at such time shall be held by the Servicer or Company and shall not be distributed to the AdministratorClass C-1 Holders until such time as such Management Units are vested. With respect to any such Distribution of additional GM Preferred Membership Interests pursuant to this Section 5.1(d), the Company shall be treated as making a Distribution equal to the product of (1) the GM Preferred Capital Amount of such Preferred Membership Interests and (2) 0.9 for the purposes of determining whether the Hurdle Rate has been satisfied pursuant to Section 5.1(d)(i), and Section 5.2. (e) (i) Notwithstanding the other provisions of this Section 5.1, Distributions equal to the amount of income taxes that are payable by Management Company on income allocated to Management Company pursuant to Article VI hereof on account of the Class C Membership Interests held by Management Company as determined by the Board of Managers in good faith, shall be made from time to time to the Management Company to the extent the Distributions to Management Company pursuant to this Section 5.1 are otherwise insufficient to pay such income taxes. The aggregate amount of such payments pursuant to this Section 5.1(e)(i) shall be deducted from the next amounts to be Distributed to the Class C-1 Holders pursuant to Section 5.1(d)(i) and/or Section 5.1(d)(ii), as applicable, on a pro rata basis based on amounts due and payable Section 5.2, as applicable, and the aggregate amount to each party;be Distributed to all Members pursuant to Section 5.1(d)(ii) and Section 5.2 shall be increased by such deducted amount. (Bi) With respect to any taxable period during which the Company continues to be classified as a partnership for federal income tax purposes, the Company shall periodically make tax distributions on Junior Membership Interests to the Holders extent determined to be reasonably necessary by the Board of Managers (“Tax Distributions”) as follows (it being understood that on December 28, 2008 the Board adopted resolutions determining that (x) Tax Distributions with respect to the cancellation of debt income pursuant to clause (A)(1)(b) and the corresponding Tax Distributions pursuant to clause (A)(2) are reasonably necessary and (y) Tax Distributions for the fiscal year 2009 pursuant to clause (A)(1)(a) and the corresponding Tax Distributions pursuant to clause (A)(2), unless GMAC experiences an unforeseen adverse financial condition as determined by the Board, are reasonably necessary): (1) For the Class A NotesHolders, pro ratarata- the sum of: (a) The amount of Federal, the aggregate accrued state, and unpaid interest on each Class local income taxes (net of credits) that would be payable by the Class A Notes;Holders at an effective tax rate reasonably determined by the Board on the items of net taxable income allocable to such Class A Holder under Article VI with respect to all taxable periods (or portions thereof) beginning on or after January 1, 2009 (as reported on the applicable Internal Revenue Service Schedule K-1) as reasonably determined by the Board of Managers; plus (Cb) The amount determined by dividing: (i) The actual aggregate Federal, state, and local income tax actually payable by the Blocker Corps established by affiliates of FIM with respect to cancellation of debt income (and related income items) resulting from the Company’s bond exchanges commenced November 20, 2008 allocated to the Class A Holders (taking into account the impact of any Section 754 election, operating losses, net operating losses, and other tax attributes), by (ii) The aggregate indirect Company Interest of such Blocker Corps relative to the Class A-1 NotesA Holders as a group with respect to such income, as reasonably determined by the aggregate Outstanding Amount Board of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C NotesManagers; and (H) to the Certificateholders, any remaining amounts.

Distributions. (ia) On or prior Subject to the close of business Section 5.05(e), on each Payment Determination Distribution Date, the Master Servicer shall calculate instruct the Indenture Trustee (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate Distribution Date Statement delivered on the related Payment Determination Master Servicer Report Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee 4.09) to make the following deposits and distributions for receipt by the Master Servicer or deposit in the applicable account by 11:00 a.m. (New York time), to the extent of the Available Funds for such Distribution Date, in the following order of priority: (i) to the Master Servicer, the Servicing Fee, including any unpaid Servicing Fees with respect to one or more prior Collection Periods; (ii) to the Indenture Trustee, any accrued and unpaid fees and expenses payable to the Indenture Trustee and to the Owner Trustee, any accrued and unpaid fees and expenses payable to the Owner Trustee, in each case, case to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, such fees and expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and have not been previously paid by the Master Servicer, up to a maximum of $150,000 per calendar year; (Biii) to the Note Distribution Account, the Interest Distributable Amount for each class of Class A Notes, for payment of interest on each class of Class A Notes, pro rata in proportion to their respective outstanding principal amounts; (iv) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Undercollateralization Amount, for payment of principal on the Notes in the priority set forth in Section 5.05(b); (Cv) to the Note Distribution Account, the Noteholders’ First Priority Principal Interest Distributable AmountAmount for the Class B Notes, for payment of interest on the Class B Notes; (Dvi) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Undercollateralization Amount, for payment of principal on the Notes in the priority set forth in Section 5.05(b); (Evii) to the Note Distribution Account, the Noteholders’ Second Priority Principal Interest Distributable AmountAmount for the Class C Notes, for payment of interest on the Class C Notes; (Fviii) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Undercollateralization Amount, for payment of principal on the Notes in the priority set forth in Section 5.05(b); (Gix) to the Note Distribution Account, the Noteholders’ Third Priority Principal Interest Distributable Amount;Amount for the Class D Notes, for payment of interest on the Class D Notes; and (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (Ix) to the Note Distribution Account, an amount equal to the Noteholders’ Principal sum of the Class D Undercollateralization Amount and the Overcollateralization Distributable Amount minus Amount, for payment of principal on the Notes in the priority set forth in Section 5.05(b). (b) On each Distribution Date, the Master Servicer shall instruct the Indenture Trustee (based on the information contained in the Distribution Date Statement delivered on the related Master Servicer Report Date pursuant to Section 4.09), to distribute any amounts allocated to amount deposited into the Note Distribution Account as payment of principal on the Notes pursuant to clauses (C), (ESection 5.05(a) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following amounts and order of priority: (A) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (Bi) to the Holders of the Class A Notes, pro ratain the priority set forth in Section 5.05(c), the aggregate accrued and unpaid interest on each Class of the Class A NotesPrincipal Distributable Amount, until the Class A Notes are paid in full; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (Dii) to the Holders of the Class B Notes, the accrued and unpaid interest on Class B Principal Distributable Amount, until the Class B NotesNotes are paid in full; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (Fiii) to the Holders of the Class C Notes, the accrued and unpaid interest on Class C Principal Distributable Amount, until the Class C Notes;Notes are paid in full; and (Giv) to the Holders of the Class C D Notes, the aggregate Outstanding Class D Principal Distributable Amount, until the Class D Notes are paid in full. (c) On each Distribution Date, the Master Servicer shall instruct the Indenture Trustee (based on the information contained in the Distribution Date Statement delivered on the related Master Servicer Report Date pursuant to Section 4.09), to distribute the Class A Principal Distributable Amount in the following order of priority: (i) to the Holders of the Class C NotesA-1 Notes until the Class A-1 Notes are paid in full; (ii) to the Holders of the Class A-2 Notes until the Class A-2 Notes are paid in full; (iii) to the Holders of the Class A-3 Notes until the Class A-3 Notes are paid in full; and (Hiv) to the CertificateholdersHolders of the Class A-4 Notes until the Class A-4 Notes are paid in full. (d) On each Distribution Date, the Master Servicer shall instruct the Indenture Trustee (based on the information contained in the Distribution Date Statement delivered on the related Master Servicer Report Date pursuant to Section 4.09), to distribute any excess amounts remaining amounts.from Available Funds after making the distributions described in Section 5.05

Distributions. (ia) On or prior to the close of business on each Payment Determination Date, the The Servicer shall calculate (A) all amounts required to be deposited in pursuant to this Section and deliver a Servicer’s Certificate on or before the Note Distribution Account, and (B) all amounts required second Business Day prior to be distributed each Payment Date pursuant to the CertificateholdersSection 4.09. (iib) Except as otherwise provided in clause (iii) below, on On or before each Payment Date, except as specified in Section 5.04(b) of the ServicerIndenture, the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s Certificate delivered on or before the related second Business Day prior to each Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee 4.09) to make the following deposits and distributions from Available Amounts on deposit in the Collection Account, and to the extent of any Reserve Account Withdrawal Amount from amounts withdrawn from the Reserve Account in the following order of and priority, in each case, : (i) to the extent Servicer, the Servicing Fee, including any unpaid Servicing Fees with respect to one or more prior Collection Periods, and Advances not previously reimbursed to the Servicer; (ii) to the Note Distribution Account, (a) the aggregate amount of Available Fundsinterest accrued for the related Interest Period on each of the Notes at their respective interest rates on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Noteholders on the preceding Payment Date; and (b) the excess, if any, remaining after application thereof pursuant to prior clauses: (A) of the amount of interest payable to the Asset Representations Reviewer, all fees, expenses and indemnities due Noteholders on those prior Payment Dates over the amounts actually paid to the Asset Representations Reviewer under Noteholders on those prior Payment Dates, plus interest on any such shortfall at their respective interest rates to the Asset Representations Review Agreement and not previously paid extent permitted by the Servicer, up to a maximum of $150,000 per calendar yearlaw; (Biii) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Principal Distribution Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (Hiv) to the Reserve Account, from Available Amounts remaining, the amount, if any, necessary to cause the amount necessary on deposit in that account to reinstate the balance in equal the Reserve Account up to the Required Reserve Amount; (Iv) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A) to the Owner Trustee, the Indenture Trustee and the Asset Representations ReviewerOwner Trustee, all feesany reimbursements, expenses and indemnities due indemnification amounts, in each case to each the extent such party in accordance with the terms of the Basic Documents reimbursements, expenses and indemnification amounts have not been previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A NotesSecurities Intermediary, pro rata, the aggregate any accrued and unpaid interest on each Class of the Class A Notes; (C) indemnification expenses owed to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notesit; and (Hvi) any Available Amounts remaining, if any, to the CertificateholdersOwner Trustee or its agent, any remaining amountsfor deposit into the Certificate Distribution Account (as defined in the Trust Agreement) and subsequent distribution to the Certificateholder pursuant to Section 5.01 of the Trust Agreement.

Distributions. (ia) On or prior to each Distribution Date the close of business on each Payment Determination Date, Trustee shall withdraw from the Servicer Distribution Account the Available Funds for such Distribution Date and shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except make distributions thereof as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to make the following deposits and distributions described below in the following order of priority, in each case, and to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (Ai) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum holders of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution AccountCertificates, an amount equal to the Noteholders’ Principal Distributable Interest Distribution Amount minus any amounts allocated to the Note for such Distribution Account pursuant to clauses (C), (E) and (G) aboveDate; (Jii) to the Asset Representations Reviewer, all fees, expenses and indemnities due holders of the Class A Certificates an amount equal to the Asset Representations Reviewer under Class A Principal Distribution Amount for such Distribution Date, until the Asset Representations Review Agreement but Class A Principal Balance thereof has been reduced to zero; (iii) to the Certificate Insurer an amount equal to the sum of (1) the accrued and unpaid Premium Amount, (2) an amount sufficient to reimburse the Certificate Insurer to the extent of any unreimbursed Insured Amounts paid, with interest thereon at the rate specified in the Insurance Agreement, and (3) I and I Payments; (iv) to the Servicer and/or the Seller certain Reimbursable Amounts (other than Monthly Advances and Servicing Advances) not paid pursuant previously reimbursed; (v) to clause the Servicer, the amount of Nonrecoverable Advances not previously reimbursed; (Avi) aboveto the Spread Account, the remaining Monthly Excess Spread Amount until the Base Spread Account Requirement is reached; (vii) to the Basis Risk Reserve Fund, an amount up to the Required Basis Risk Reserve Fund Deposit (after giving effect to deposits made therein from the Corridor Contract); and (Kviii) then to the Class R Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction balance, if any. Any amount withdrawn from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior Spread Account that is paid to the close Class A Certificates, or used to reimburse the Certificate Insurer on account of business a delinquency or realized loss on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will Mortgage Loan shall be treated as collections during paid to the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date REMIC pursuant to clause (K) above). (iii) In a credit enhancement contract. Amounts released from the event Notes are declared to be due and payable following Spread Account or the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A) Basis Risk Reserve Fund to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and Class R Certificateholders shall not previously be treated as paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (H) to the Certificateholders, any remaining amountsREMIC.

Distributions. (ia) On or prior to the close of business on each Payment Determination Distribution Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, Indenture Trustee at the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to 's direction will make the following deposits and distributions in the following order of priority, in each case, to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (Ai) to the Servicer from Available Amounts, the Reimbursement Amount for Advances previously made; (ii) to the Indenture Trustee from Available Amounts, any accrued and unpaid Indenture Trustee Fee with respect to one or more prior Due Periods; (iii) to the Owner TrusteeTrustee from Available Amounts, any accrued and unpaid Owner Trustee Fee with respect to one or more prior Due Periods; (iv) to the Servicer from Available Amounts, the Servicing Fee, including any unpaid Servicing Fee with respect to one or more prior Due Periods; (v) to the Note Distribution Account from Available Amounts, together with any amounts deposited therein pursuant to SECTION 7.04, the Note Interest Distributable Amount with respect to such Distribution Date for each Class of Notes; (vi) except during any Lockout Period, to the Certificate Distribution Account from Available Amounts, together with any amounts deposited therein pursuant to SECTION 7.04, the Certificate Interest Distributable Amount with respect to such Distribution Date; (vii) to the Note Distribution Account from Available Amounts, together with any amounts deposited therein pursuant to SECTION 7.04, the Note Principal Distributable Amount with respect to such Distribution Date; and (viii) to the Certificate Distribution Account from Available Amounts, together with any amounts deposited therein pursuant to SECTION 7.04, the Certificate Principal Distributable Amount with respect to such Distribution Date. (b) In the event that the distributions described in clauses (i) through (viii) above have been funded exclusively from Available Amounts, the Indenture Trustee and at the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party written direction of the Servicer will deposit any remaining Available Amounts ("EXCESS AMOUNTS") into the Reserve Fund in accordance with SECTION 7.04(d), until the terms of amount on deposit therein equals the Basic Documents Specified Reserve Fund Balance with respect to such Distribution Date and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) Indenture Trustee will remit any excess over such Specified Reserve Fund Balance to the Holders of the Class A Notes, pro rata, the aggregate accrued and unpaid interest on each Class of the Class A Notes; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (H) to the Certificateholders, any remaining amountsDepositor.

Distributions. (i) On or prior to No later than 12:00 noon Pennsylvania time on the close of business on fourth Business Day following each Payment Determination Record Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed deliver to the Certificateholders. Trustee and Back-up Servicer a report (iithe "Servicer Remittance Report") Except in computer-readable form containing such information as otherwise provided in clause (iii) belowto each Mortgage Loan as of such Record Date and such other information as the Trustee shall reasonably require. With respect to the Certificate Account, on each Payment Distribution Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Trustee shall instruct the Indenture Trustee to make the following deposits allocations, disbursements and distributions transfers in the following order of priority, in and each casesuch allocation, to the extent of Available Fundstransfer and disbursement shall be treated as having occurred only after all preceding allocations, if any, remaining after application thereof pursuant to prior clausestransfers and disbursements have occurred: (Ai) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution AccountTrustee, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated Trustee's Fees then due to the Note Distribution Account pursuant to clauses (C), (E) and (G) aboveit; (Jii) from amounts then on deposit in the Certificate Account (excluding any Insured Payments and any Back-up Servicing Fee Deficiency) to the Asset Representations Reviewer, Certificate Insurer the lesser of (x) the excess of (i) the amount then on deposit in the Certificate Account over (ii) the Insured Distribution Amount for such Distribution Date and (y) the amount of all fees, expenses Reimbursement Amounts which have not been previously repaid as of such Distribution Date and indemnities any other amounts then due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid Certificate Insurer pursuant to the Insurance and Indemnity Agreement (including the Premium Amount); (iii) from amounts then on deposit in the Certificate Account (including any Insured Payments and excluding any Back-up Servicing Fee Deficiency) to the Class A Certificateholders an amount equal to the Class A Interest Distribution Amount, less any portion of any Class A Carry-Forward Amount allocable to interest which was paid to the Certificate Insurer under clause (Aiii) aboveabove pursuant to the Certificate Insurer's subrogation rights; (iv) from amounts then on deposit in the Certificate Account (including any Insured Payments and excluding any Back-up Servicing Fee Deficiency), to the Class A Certificateholders an amount equal to the Class A Principal Distribution Amount, less any portion of any Class A Carry-Forward Amount allocable to principal which was paid to the Certificate Insurer under clause (iii) above pursuant to the Certificate Insurer's subrogation rights; (v) from amounts then on deposit in the Certificate Account, to the Back-up Servicer, an amount equal to the Back-up Servicing Fee then due to it (including any Back-up Servicing Fee Deficiency) and any indemnity amounts then due it pursuant to Section 7.02(a); and (Kvi) following the making by the Trustee of all allocations, transfers and disbursements described above, from amounts then on deposit in the Certificate Account, the Trustee shall distribute to the CertificateholdersHolders of the Class R Certificates, any the amount remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of Certificate Account on such Available Funds due such Certificateholders into Distribution Date, if any. Notwithstanding the Collection Account. The Holders of 100% Percentage Interest of foregoing, the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (K) above. If the Certificateholders make this election, these aggregate amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (K) above). (iii) In the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be distributed in the following order of priority: (A) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as applicable, on a pro rata basis based on amounts due and payable to each party; (B) Distribution Dates to the Holders of the Class A Notes, pro rata, Certificates on account of principal shall not exceed the aggregate accrued and unpaid interest on each Class of Original Certificate Principal Balance for the Class A Notes; (C) to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes; (D) to the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes; (E) to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B Notes; (F) to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes; (G) to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes; and (H) to the Certificateholders, any remaining amountsCertificates.