Common use of Distributions Clause in Contracts

Distributions. (a) Prior to any acceleration of the Notes pursuant to Section 5.2 of the Indenture, on each Payment Date, the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 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 Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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;

Distributions. (a) Prior to any acceleration of Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Indenture Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner 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 Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any ), reasonable expenses (including and indemnification amounts) amounts to the extent not previously paid by the ServicerSantander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Owner Trustee Asset Representations Reviewer pursuant to this clause first shall be limited to $100,000 300,000 per annum in the aggregateaggregate (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); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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 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; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of Class D the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (12) twelfth, 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 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 Accrued Class D Note Interest due 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 accrued for all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the related Interest Period;instructions provided from time to time by the Certificateholders.

Distributions. (a) Prior to any acceleration of Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Indenture Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner 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 Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any ), reasonable expenses (including and indemnification amounts) amounts to the extent not previously paid by the ServicerSantander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Owner Trustee Asset Representations Reviewer pursuant to this clause first shall be limited to $100,000 300,000 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 Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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 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; (12) twelfth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (13) thirteenth, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (14) fourteenth, 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 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 Certificateholders.

Distributions. (a) Prior to any acceleration of Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Indenture Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any ), reasonable expenses and indemnification amounts, and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts) amounts to the extent not previously paid by the ServicerSantander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Owner Trustee Asset Representations Reviewer pursuant to this clause first shall be limited to $100,000 300,000 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 Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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; and (15) fifteenth, 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 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 Certificateholders.

Distributions. (a) Prior to any acceleration of Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Indenture Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner 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 Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any ), reasonable expenses (including and indemnification amounts) amounts to the extent not previously paid by the ServicerSantander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Owner Trustee Asset Representations Reviewer pursuant to this clause first shall be limited to $100,000 300,000 per annum in the aggregateaggregate (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); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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 and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (16) 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 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 Certificateholders.

Distributions. (ai) Prior On each Master Servicer Remittance Date, the Master Servicer shall make the remittances and deposits specified in the first paragraph of Section 4.06(a) of this Agreement. On or prior to any acceleration the Master Servicer Remittance Date in March (or February if the final Distribution Date occurs in such month) of the Notes each calendar year (commencing in 2020), pursuant to Section 5.2 3.23, the Certificate Administrator shall withdraw from the Interest Reserve Account the aggregate of all Withheld Amounts on deposit therein and shall deposit any such amounts in the IndentureLower-Tier REMIC Distribution Account (to the extent such Withheld Amounts relate to the Mortgage Loans), on the Woodlands Mall REMIC Distribution Account (to the extent such Withheld Amounts relate to the Woodlands Mall Trust Subordinate Companion Loan) and the Centre REMIC Distribution Account (to the extent such Withheld Amounts relate to The Centre Trust Subordinate Companion Loan), as applicable. On each Payment Master Servicer Remittance Date, the Indenture Trustee (based on information contained Certificate Administrator shall withdraw from the Excess Liquidation Proceeds Reserve Account and deposit in the Servicer’s Certificate delivered Lower-Tier REMIC Distribution Account any Excess Liquidation Proceeds required to be so transferred pursuant to Section 4.01(e) of this Agreement. On each Distribution Date, the amounts that have been transferred to the Lower-Tier REMIC Distribution Account from the Collection Account or as P&I Advances or Compensating Interest Payments or as otherwise contemplated by the preceding sentences of this Section 4.01(a) shall be deemed distributed on the Lower-Tier Regular Interests to the Upper-Tier REMIC, in accordance with Section 4.01(a)(ii) and the last paragraph of Section 4.01(d). On each Distribution Date, the amounts that have been transferred to the Woodlands Mall REMIC Distribution Account from the Collection Account or before as P&I Advances or Compensating Interest Payments or as otherwise contemplated by the related Determination preceding sentences of this Section 4.01(a) shall be deemed distributed on the Woodlands Mall Regular Interests to the Upper-Tier REMIC, in accordance with Section 4.01(a)(iii) and the last paragraph of Section 4.01(d). On each Distribution Date, the amounts that have been transferred to the Centre REMIC Distribution Account from the Collection Account or as P&I Advances or Compensating Interest Payments or as otherwise contemplated by the preceding sentences of this Section 4.01(a) shall be deemed distributed on the Centre Regular Interests to the Upper-Tier REMIC, in accordance with Section 4.01(a)(iv) and the last paragraph of Section 4.01(d). Thereafter, such amounts shall be considered to be held in the Upper-Tier REMIC Distribution Account until distributed to the Certificateholders. (ii) All distributions made in respect of interest on any Class of Non-Vertically Retained Pooled Principal Balance Certificates or in respect of interest of the Class VRR Upper Tier Regular Interest on each Distribution Date pursuant to Section 3.84.01(b), Section 4.01(c) or Section 9.01 shall make be deemed to have first been distributed from the following deposits Lower-Tier REMIC to the Upper-Tier REMIC as interest in respect of its Corresponding Lower-Tier Regular Interest set forth in the Preliminary Statement hereto. All distributions made in respect of interest on any Class of the Class X Certificates on each Distribution Date pursuant to Section 4.01(b) or Section 9.01, and distributionsallocable to any particular Component of such Class of Certificates in accordance with the last paragraph of Section 4.01(b), shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC as interest in respect of such Component’s Corresponding Lower-Tier Regular Interest. All distributions made in respect of principal of any Class of Non-Vertically Retained Pooled Principal Balance Certificates or in respect of principal of the Class VRR Upper-Tier Regular Interest on each Distribution Date pursuant to Section 4.01(b), Section 4.01(c) or Section 9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of principal of its Corresponding Lower-Tier Regular Interest set forth in the Preliminary Statement hereto. All reimbursements (with interest) of applicable Realized Losses made in respect of any Class of Non-Vertically Retained Pooled Principal Balance Certificates or in respect of the Class VRR Upper-Tier Regular Interest on each Distribution Date pursuant to Section 4.01(b), Section 4.01(c) or Section 9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC as reimbursements (with interest) of applicable Realized Losses, in respect of its Corresponding Lower-Tier Regular Interest. (iii) All distributions made in respect of interest on any Class of Woodlands Mall Loan-Specific Certificates on each Distribution Date pursuant to Section 4.01(m) or Section 9.01 shall be deemed to have first been distributed from the Woodlands Mall REMIC to the Upper-Tier REMIC as interest in respect of its Corresponding Woodlands Mall Regular Interest set forth in the Preliminary Statement hereto. All distributions made in respect of principal of any Class of Woodlands Mall Loan-Specific Certificates on each Distribution Date pursuant to Section 4.01(m) or Section 9.01 shall be deemed to have first been distributed from the Woodlands Mall REMIC to the Upper-Tier REMIC in respect of principal of its Corresponding Woodlands Mall Regular Interest set forth in the Preliminary Statement hereto. All reimbursements (with interest, if applicable) of applicable Realized Losses made in respect of any Class of Woodlands Mall Loan-Specific Certificates on each Distribution Date pursuant to Section 4.01(m) or Section 9.01 shall be deemed to have first been distributed from the Woodlands Mall REMIC to the Upper-Tier REMIC as reimbursements (with interest, if applicable) of applicable Realized Losses in respect of its Corresponding Woodlands Mall Regular Interest. (iv) All distributions made in respect of interest on any Class of Centre Loan-Specific Certificates on each Distribution Date pursuant to Section 4.01(o) or Section 9.01 shall be deemed to have first been distributed from the Centre REMIC to the Upper-Tier REMIC as interest in respect of its Corresponding Centre Regular Interest set forth in the Preliminary Statement hereto. All distributions made in respect of principal of any Class of Centre Loan-Specific Certificates on each Distribution Date pursuant to Section 4.01(o) or Section 9.01 shall be deemed to have first been distributed from the Centre REMIC to the Upper-Tier REMIC in respect of principal of its Corresponding Centre Regular Interest set forth in the Preliminary Statement hereto. All reimbursements (with interest, if applicable) of applicable Realized Losses made in respect of any Class of Centre Loan-Specific Certificates on each Distribution Date pursuant to Section 4.01(o) or Section 9.01 shall be deemed to have first been distributed from the Centre REMIC to the Upper-Tier REMIC as reimbursements (with interest, if applicable) of applicable Realized Losses in respect of its Corresponding Centre Regular Interest. (v) On each Distribution Date, Holders of the Class R Certificates shall receive distributions of any amounts remaining in the Lower-Tier REMIC Distribution Account in respect of the Lower-Tier Residual Interest after all payments have been made to the Certificate Administrator as the holder of the Lower-Tier Regular Interests in accordance with Section 4.01(a)(ii) and the last paragraph of Section 4.01(d). On each Distribution Date, Holders of the Class R Certificates shall receive distributions of any amounts remaining in the Woodlands Mall REMIC Distribution Account in respect of the Woodlands Mall Residual Interest after all payments have been made to the Certificate Administrator as the holder of the Woodlands Mall Regular Interests in accordance with Section 4.01(a)(iii) and the last paragraph of Section 4.01(d). On each Distribution Date, Holders of the Class R Certificates shall receive distributions of any amounts remaining in the Centre REMIC Distribution Account in respect of the Centre Residual Interest after all payments have been made to the Certificate Administrator as the holder of the Centre Regular Interests in accordance with Section 4.01(a)(iv) and the last paragraph of Section 4.01(d). (b) On each Distribution Date, the Certificate Administrator shall withdraw from the Upper-Tier REMIC Distribution Account the amounts on deposit in the Upper-Tier REMIC Distribution Account in respect of interest, principal and reimbursement of applicable Realized Losses, to the extent of Pooled Available Funds and the Reserve Account Draw Amount, on deposit therein, and distribute such amounts to the Holders of each Class of Non-Vertically Retained Pooled Regular Certificates and to the Holders of the Class R Certificates in the Collection Account for such Payment Dateamounts and in the order of priority set forth below: (i) First, to the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-B and Class X-D Certificates, in respect of interest, up to an amount equal to, and pro rata in accordance with, the respective Interest Distribution Amounts of those Classes; (ii) Second, to the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-AB Certificates in reduction of the respective Certificate Balances thereof in the following order priority (subject to the penultimate paragraph of priority:this Section 4.01(b)): (1A) firstto the Holders of the Class A-AB Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, until the related Certificate Balance is reduced to the Class A-AB Scheduled Principal Balance with respect to such Distribution Date; (B) to the Holders of the Class A-1 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to subclause (A) above, until the related Certificate Balance is reduced to zero; (C) to the Holders of the Class A-2 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to subclauses (A) and (B) above, until the related Certificate Balance is reduced to zero; (D) to the Holders of the Class A-3 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to subclauses (A) through (C) above, until the related Certificate Balance is reduced to zero; (E) to the Holders of the Class A-4 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to subclauses (A) through (D) above, until the related Certificate Balance is reduced to zero; (F) to the Holders of the Class A-5 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to subclauses (A) through (E) above, until the related Certificate Balance is reduced to zero; (G) to the Holders of the Class A-AB Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to subclauses (A) through (F) above, until the related Certificate Balance is reduced to zero; (iii) Third, to the Indenture Trustee respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-AB Certificates, up to an amount equal to, and pro rata based upon, the Owner Trusteeaggregate unreimbursed Realized Losses previously allocated to each such Class, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each related Realized Loss was allocated to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum in the aggregatesuch Class; (2iv) secondFourth, to the ServicerHolders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Servicing Fee and all unpaid Servicing Fees with respect to prior periodsInterest Distribution Amount of that Class; (3v) thirdFifth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-AB Certificates have been reduced to zero, to the Noteholders Holders of the Class A NotesA-S Certificates, the Accrued Class A Note Interest due and accrued for in reduction of the related Interest Period; providedCertificate Balance, that if there are not sufficient funds available up to pay the entire an amount of the Accrued Class A Note Interest, the amounts available will be applied equal to the payment Principal Distribution Amount for such Distribution Date, less the portion of such interest on Principal Distribution Amount distributed pursuant to all prior clauses, until the Class A Notes on a pro rata basis based on the amount of interest payable related Certificate Balance is reduced to each Class of Class A Noteszero; (4vi) fourthSixth, for distribution to the Noteholders pursuant to Section 8.2(b) Holders of the IndentureClass A-S Certificates, up to an amount equal to the First Allocation aggregate of Principalunreimbursed Realized Losses previously allocated to such Class, if anyplus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each related Realized Loss was allocated to such Class; (5vii) fifthSeventh, to the Noteholders Holders of the Class B NotesCertificates, in respect of interest, up to an amount equal to the Accrued Class B Note Interest due and accrued for the related Interest PeriodDistribution Amount of that Class; (6viii) sixthEighth, for distribution after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB and Class A-S Certificates have been reduced to zero, to the Noteholders in accordance with Section 8.2(b) Holders of the IndentureClass B Certificates, in reduction of the Second Allocation related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of Principalsuch Principal Distribution Amount distributed pursuant to all prior clauses, if anyuntil the related Certificate Balance is reduced to zero; (7ix) seventhNinth, to the Noteholders Holders of the Class C NotesB Certificates, up to an amount equal to the Accrued aggregate of unreimbursed Realized Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class C Note Interest due and accrued for compounded monthly from the date each related Interest PeriodRealized Loss was allocated to such Class; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(bx) of the Indenture, the Third Allocation of Principal, if any; (9) ninthTenth, to the Noteholders Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of that Class; (xi) Eleventh, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S and Class B Certificates have been reduced to zero, to the Holders of the Class C Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the related Certificate Balance is reduced to zero; (xii) Twelfth, to the Holders of the Class C Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each related Realized Loss was allocated to such Class; (xiii) Thirteenth, to the Holders of the Class D NotesCertificates, in respect of interest, up to an amount equal to the Accrued Interest Distribution Amount of that Class; (xiv) Fourteenth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5. Class A-AB, Class A-S, Class B and Class C Certificates have been reduced to zero, to the Holders of the Class D Note Interest due and accrued for Certificates, in reduction of the related Interest PeriodCertificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the related Certificate Balance is reduced to zero; (xv) Fifteenth, to the Holders of the Class D Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each related Realized Loss was allocated to such Class; (xvi)

Distributions. (a) Prior to any acceleration of On each Distribution Date, in accordance with the Notes pursuant to Section 5.2 of the Indenture, on each Payment DateServicer’s Certificate, the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant shall cause to Section 3.8) shall make the following deposits and distributions, be distributed to the extent of Available Funds and the Reserve Account Draw Amount, Noteholders all amounts on deposit in the Collection Note Distribution Account for such Payment (subject to the Depositor’s rights to Investment Earnings pursuant to Section 8.2(a)(ii) hereof) in the following order of priority and in the amounts determined as described below: (i) On each Distribution Date, the amount deposited in the Note Distribution Account in respect of interest on the Notes shall be applied in the following order of priority, to the extent of remaining funds after all earlier priorities have been satisfied, and any amount so applied shall be paid on such Distribution Date to the holders of Notes of each applicable Class: (1A) first, the Aggregate Class A Interest Distributable Amount shall be paid to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 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 Noteholders holders of the Class A Notes; (B) the Aggregate Class B Interest Distributable Amount shall be paid to the holders of the Class B Notes; (C) the Aggregate Class C Interest Distributable Amount shall be paid to the holders of the Class C Notes; (D) the Aggregate Class D Interest Distributable Amount shall be paid to the holders of the Class D Notes; and (E) the Aggregate Class N Interest Distributable Amount shall be paid to the holders of the Class N Notes; provided however, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to so pay the entire amount specified in any of the Accrued foregoing priorities for a particular Class A of Notes, then the amount available for such Class of Notes shall be paid to the Holders thereof ratably on the basis of the total amount of accrued and unpaid interest owing to each such Holder. (ii) The amount deposited in the Note InterestDistribution Account pursuant to Section 2.7(b) (v), the amounts available will (vii), (ix), (xi) and (xiii), as applicable, shall be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Notes in the following amounts and in the following order of priority and any amount so applied shall be paid on such Distribution Date to the Holders of such Class A of Notes: (1) to the Class A-1 Notes, until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) to the Class A-2 Notes, until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (3) to the Class A-3 Notes, until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) Class A-4 Notes, until the Outstanding Amount of the Indenture, the First Allocation of Principal, if anyClass A-4 Notes is reduced to zero; (5) fifth, to the Noteholders of the Class B Notes, until the Accrued Outstanding Amount of the Class B Note Interest due and accrued for the related Interest PeriodNotes is reduced to zero; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) Class C Notes, until the Outstanding Amount of the Indenture, the Second Allocation of Principal, if anyClass C Notes is reduced to zero; (7) seventh, to the Noteholders of 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, until the Accrued Outstanding Amount of the Class D Notes is reduced to zero. (iii) The amount deposited in the Note Interest due and accrued for Distribution Account pursuant to Section 2.7(b)(xvi) shall be applied to the related Interest Period;Class N Notes, until the Outstanding Amount of the Class N Notes is reduced to zero.

Distributions. (a) Prior to any acceleration of the Notes pursuant to Section 5.2 of the Indenture, on each Payment Date, the Indenture Trustee (based on information contained in in, and as directed by, the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds Funds, Advances made on such Payment Date pursuant to Section 4.3(c) and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1i) first, to the Indenture Trustee and the Owner TrusteeServicer (or any predecessor Servicer, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periodsif applicable) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum in the aggregatefor reimbursement of all outstanding Advances; (2ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3iii) third, pro rata, to the Noteholders of Owner Trustee, the Class A NotesIndenture 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 Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notesowing; (4v) fourthfifth, to the Principal Distribution Account for distribution to the Noteholders pursuant to Section 8.2(b8.2(c) of the Indenture, the First Allocation of Principal, if anyPrincipal Distribution Amount; (5vi) fifthsixth, to the Noteholders 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 amounts due pursuant to clause third above to the extent not paid in such clause; and (viii) eighth, to or at the direction of the Class B 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 Accrued Class B Note Interest due and accrued for Indenture Trustee shall apply all amounts on deposit in the related Interest Period; (6) sixth, for distribution Collection Account pursuant to the Noteholders in accordance with Section 8.2(b5.4(b) of the Indenture, the Second Allocation of Principal, if any;. (7b) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due Upon and accrued for the related Interest Period; (8) eighth, for 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 Section 8.2(b) of the Indenture, instructions provided from time to time by 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;Certificateholder.

Distributions. (a) Prior to any acceleration of the Notes pursuant to Section 5.2 of the Indenture, on each Payment Date, the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 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 Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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; and (15) fifteenth, to the Certificate Distribution Account for distribution to 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 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. (a) Prior On or before each Determination Date, the Administrator shall calculate 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 any acceleration determine the amounts, if any, to be deposited in or paid from each of the Notes pursuant AART Collection Account and the Note Distribution Account and all amounts to be paid to the Reserve Account and to the Certificateholders on or before the related Distribution Date. (b) Except as otherwise provided in Section 5.2 of the Indenture4.05(c), on each Payment Distribution Date, the AART Indenture Trustee (based solely on the information contained in the ServicerAdministrator’s Certificate Accounting delivered on or before the related Determination Date pursuant to Section 3.82.06) shall make the following deposits and distributions, to distributions from the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the AART Collection Account for such Payment Date, in the following order of priority: (1i) first, to the Indenture Trustee and Administrator, to the Owner Trusteeextent of the Total Available Amount, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) the Administration Fee for such Distribution Date and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum in the aggregateunpaid Administration Fee from any preceding Distribution Date; (2ii) second, to the Servicer, extent of the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; Total Available Amount (3as such amount has been reduced by the distributions described in clause (i) third, above) to the Noteholders Note Distribution Account for the payment of interest on the Class A Notes, the Accrued Aggregate Class A Note Interest due and accrued for Distributable Amount; (iii) third, to the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount extent of the Accrued Class A Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) and (ii) above), to the Note Interest, the amounts available will be applied to Distribution Account for the payment of such interest principal on the Class A Notes on a pro rata basis based on in the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to priority specified in the Noteholders pursuant to Section 8.2(b) of the AART Indenture, the First Allocation of Principal, if anyPriority Principal Distributable Amount; (5iv) fifthfourth, to the Noteholders 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 for the payment of interest on the Class B Notes, the Accrued Aggregate Class B Note Interest due and accrued for the related Interest PeriodDistributable Amount; (6v) sixthfifth, for distribution to the Noteholders in accordance with Section 8.2(b) 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 for the payment of principal on the Notes in the priority specified in the AART Indenture, the Second Allocation of Principal, if anyPriority Principal Distributable Amount; (7vi) 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 for the payment of interest on the Class C Notes, the Aggregate Class C Interest Distributable Amount; (vii) seventh, to the Noteholders extent of Class C Notesthe Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (vi) above), to the Accrued Class C Note Interest due and accrued Distribution Account for the related Interest Period; (8) eighth, for distribution to payment of principal on the Noteholders Notes in accordance with Section 8.2(b) of the priority specified in the AART Indenture, the Third Allocation Priority Principal Distributable Amount; (viii) eighth, to the Reserve Account, to the extent of Principalthe Total Available Amount, if any; as such amount has been reduced by the distributions described in clauses (9i) through (vii) above, the amount required to bring the amount on deposit therein up to the Reserve Account Required Amount (after giving effect to all distributions to the Reserve Account described in Section 3.03 of the Servicing Agreement); (ix) ninth, to the Noteholders extent of Class D Notesthe 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 Accrued Class D Note Interest Noteholders’ Regular Principal Distributable Amount; (x) tenth, to the AART Indenture Trustee, to the extent of the Total Available Amount (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 accrued for payable following the related Interest Period;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 clause (i) through (ix) of Section 4.05(b) of this Agreement shall be used to make payments to Noteholders in the order specified in Section 2.7(c) of the AART Indenture.

Distributions. (a) Prior to The Borrower shall not declare or make (i) payment of any acceleration distribution on or in respect of any equity interests, or (ii) any payment on account of the Notes pursuant purchase, redemption, retirement or acquisition of any option, warrant or other right to Section 5.2 acquire such equity interests; provided that the Borrower may make a distribution of (A) on any Business Day during the Indenture, on each Payment Date, the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 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 Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders Revolving Period in accordance with Section 8.2(b8.3(b) (1) Interest Collections, (2) any Principal Collections or proceeds of any Loan, and (3) with the prior written consent of the IndentureAgent (which consent shall not be unreasonably withheld, conditioned or delayed), any Collateral Obligations or other assets of the Second Allocation of PrincipalBorrower, in each case, as set forth in clauses (A)(1) through (A)(3), if any;after giving effect to such distribution, (v) as certified in writing by the Borrower and Collateral Manager to the Agent (with a copy to each Lender Agent), sufficient proceeds remain for all payments to be made pursuant to Section 8.3(a) (other than clause (N) thereof) on the next Distribution Date, (w) no Unmatured Event of Default, Event of Default, Unmatured Collateral Manager Event of Default or Collateral Manager Event of Default shall have occurred and be continuing, and (x) the Borrowing Base Condition is satisfied, (B) amounts paid (or released or distributed) to it pursuant to Section 8.3(a) on the applicable Distribution Date, (C) the proceeds of any Loan on the applicable Loan Date, if after giving effect to such distribution under this clause (C), (x) no Unmatured Event of Default, Event of Default, Unmatured Collateral Manager Event of Default or Collateral Manager Event of Default shall have occurred and be continuing or (y) the Borrowing Base Condition is satisfied, but only if such Loan is made in respect of an Eligible Collateral Obligation acquired by the Borrower prior to such Loan Date if such Eligible Collateral Obligation was identified on the related Asset Approval Request as an asset with respect to which the Borrower intends to make a future distribution pursuant to this Section 10.16(a)(C) on such Loan Date and (D) in connection with a Permitted Securitization if after giving effect to such distribution, (v) as certified in writing by the Borrower and Collateral Manager to the Agent (with a copy to each Lender Agent), sufficient proceeds remain for all payments to be made pursuant to Section 8.3(a) (other than clause (N) thereof) on the next Distribution Date, (w) no Unmatured Event of Default, Event of Default, Unmatured Collateral Manager Event of Default or Collateral Manager Event of Default shall have occurred and be continuing, and (x) the Borrowing Base Condition is satisfied. (7b) seventhPrior to foreclosure by the Agent upon any Collateral pursuant to Section 13.3(c), nothing in this Section 10.16 or otherwise in this Agreement shall restrict (i) the Collateral Manager from exercising any Warrant Assets issued to it by Obligors from time to time or (ii) the Borrower from exercising any Warrant Assets issued to it by Obligors from time to time to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution extent funds are available to the Noteholders in accordance with Borrower under Section 8.2(b8.3(a) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, or made available to the Noteholders of Class D Notes, the Accrued Class D Note Interest due and accrued for the related Interest Period;Borrower.

Distributions. (a) Prior to any acceleration of Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Indenture Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner 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 Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any ), reasonable expenses (including and indemnification amounts) amounts to the extent not previously paid by the ServicerSantander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Owner Trustee Asset Representations Reviewer pursuant to this clause first shall be limited to $100,000 300,000 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 Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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;

Distributions. (a) Prior to any acceleration of the Notes pursuant to Section 5.2 of the Indenture, on each Payment Date, the Indenture Trustee (based on information contained in in, and as directed by, the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds Funds, Advances made on such Payment Date pursuant to Section 4.3(c) and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1i) first, to the Indenture Trustee and the Owner TrusteeServicer (or any predecessor Servicer, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periodsif applicable) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum in the aggregatefor reimbursement of all outstanding Advances; (2ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods;; 13 Sale and Servicing Agreement (3iii) third, to the Noteholders of the Class A NotesNoteholders, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notesowed; (4iv) fourth, to the Principal Distribution Account for distribution to the Noteholders pursuant to Section 8.2(b8.2(c) of the Indenture, the First Allocation of Principal, if anyPrincipal Distribution Amount; (5v) fifth, to the Noteholders 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 Issuer Delaware 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 (vii) seventh, to or at the direction of the Class B 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 Accrued Class B Note Interest due and accrued for Indenture Trustee shall apply all amounts on deposit in the related Interest Period; (6) sixth, for distribution Collection Account pursuant to the Noteholders in accordance with Section 8.2(b5.4(b) of the Indenture, the Second Allocation of Principal, if any;. (7b) seventhAfter the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders or in accordance with Section 8.2(b) of the Indenture, instructions provided from time to time by 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;Certificateholder.

Distributions. (a) Prior On each Determination Date, the Servicer shall calculate all amounts required to any acceleration of the Notes be deposited or paid pursuant to this Section and deliver a Servicer’s Certificate pursuant to Section 5.2 of the Indenture, on 4.09. (b) On each Payment Date, 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 Determination Date pursuant to Section 3.84.09) shall to make the following deposits and distributions, to the extent of distributions on such Payment Date from Available Funds and the Reserve Account Draw Amount, Amounts on deposit in the Collection Account for such Payment DateAccount, and, in the event of a shortfall in meeting the payments described in clauses (i) through (iv) below (an “Available Amounts Shortfall”), from amounts withdrawn from the Reserve Account, in the following order of and priority: (1i) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum in the aggregate; (2) second, to the Servicer, the Servicing Fee (and all any accrued and unpaid Servicing Fees with respect to from prior periodsCollection Periods), and Nonrecoverable Advances; (3ii) third, to the Noteholders Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, pro rata, based on amounts due to each such party, for payment of any Trustee and Reviewer Fees and other amounts required to be paid to such party pursuant to the terms of the Class A NotesIndenture, the Accrued Class A Note Trust Agreement or the Asset Representations Review Agreement, respectively (including, without limitation, expenses and indemnification amounts), in an aggregate amount not to exceed $250,000 in any calendar year; (iii) to the Interest due and Distribution Account, (a) the aggregate amount of interest accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount Period on each of the Accrued Class of Notes at their respective Class A Note Interest, Rate on the amounts available will be applied Outstanding Amount as of the previous Payment Date after giving effect to all payments of principal to the payment of such interest Noteholders on the Class A Notes on a pro rata basis based on preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to each Class of the Noteholders on prior Payment Dates over the amounts actually paid to the Noteholders on those prior Payment Dates, plus interest on any such shortfall at the related Class A NotesRate to the extent permitted by law; (4iv) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the IndenturePrincipal Distribution Account, the First Allocation of PrincipalPriority Principal Distribution Amount, if any; (5v) fifth, to the Noteholders of the Class B NotesReserve Account, the Accrued Class B Note Interest due and accrued for amount, if any, necessary to cause the related Interest Periodamount on deposit in the Reserve Account to equal the Reserve Account Required Amount; (6vi) sixthto the Principal Distribution Account, the Regular Principal Distribution Amount; (vii) to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, pro rata, based on amounts due to each such party, for distribution payment of any Trustee and Reviewer Fees and other amounts required to be paid to such party pursuant to the Noteholders in accordance with Section 8.2(b) terms of the Indenture, the Second Allocation Trust Agreement or the Asset Representations Review Agreement, respectively (including, without limitation, expenses and indemnification amounts), to the extent any such amounts remain unpaid after application of Principalclause (ii) above; and (viii) any Available Amounts remaining, if any; (7) seventh, to the Noteholders of Class C NotesCertificate Distribution Account. On each Payment Date, the Accrued Class C Note Interest due and accrued for Servicer shall instruct the Indenture Trustee to distribute (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 4.09), any amounts deposited into the Interest Period; (8) eighth, for distribution Distribution Account as payment of interest on the Notes pursuant to the Noteholders priority set forth in accordance with Section 8.2(b8.02(d) of the Indenture and the Principal Distribution Account as payment of principal on the Notes pursuant to the priority set forth in Section 8.02(e) of the Indenture. Notwithstanding that the Notes have been paid in full, the Third Allocation Indenture Trustee shall continue to maintain the Collection Account hereunder until the Certificate Percentage Interest is reduced to zero. (c) Except as otherwise provided hereunder or agreed in writing among the parties hereto, the Servicer shall retain the authority to institute, participate and join in any plan of Principalreorganization, if any; (9) ninthreadjustment, merger or consolidation with respect to the issuer of any securities held hereunder in the Trust Accounts, and, in general, to exercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote on any securities. (d) The Indenture Trustee is authorized to deposit uninvested funds in non-interest bearing, unsecured demand deposit accounts at affiliated banks, purchase and sell investment securities through or from affiliated banks and broker-dealers, invest funds in registered investment companies that receive investment management and custodial services from the Noteholders Indenture Trustee or its affiliates, subject to the limitations set forth herein. (e) The Issuer acknowledges that to the extent regulations of Class D Notesthe Comptroller of the Currency or other applicable regulatory entity grant the Issuer the right or option to receive individual confirmations of security transactions at no additional cost, as they occur, the Accrued Class D Note Interest due and accrued Issuer specifically waives the option to receive such confirmation to the extent permitted by law. The Indenture Trustee will furnish the Issuer periodic cash transaction statements that include detail for all investment transactions made by the related Interest Period;Indenture Trustee hereunder.

Distributions. (a) Prior to any acceleration of Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Indenture Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 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 Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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;

Distributions. (a) Prior The Servicer shall calculate all amounts required to any acceleration of be deposited pursuant to this Section and deliver a Servicer’s Certificate on or before the Notes second Business Day prior to each Payment Date pursuant to Section 5.2 4.09. (b) On each Payment Date, except as specified in Section 5.04(b) of the Indenture, on each Payment Date, 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 Determination second Business Day prior to each Payment Date pursuant to Section 3.84.09) shall to make the following deposits and distributions, to the extent of distributions from Available Funds and the Reserve Account Draw Amount, Amounts on deposit in the Collection Account for such Payment DateAccount, including amounts deposited pursuant to Section 5.06(b), in the following order of and priority: (1i) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum in the aggregate; (2) second, to the Servicer, the Servicing Fee and all Fee, including any unpaid Servicing Fees with respect to one or more prior periodsCollection Periods, and Advances not previously reimbursed to the Servicer; (3ii) third, to the Noteholders of the Class A NotesNoteholders, (a) the Accrued Class A Note Interest due and aggregate amount of interest accrued for the related Interest PeriodPeriod 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; providedand (b) the excess, if any, of the amount of interest payable to the Class A Noteholders on those prior 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; provided that if there are not sufficient funds available to pay the entire amount of the Accrued accrued and unpaid interest on the Class A Note InterestNotes, the amounts available will shall be applied to the payment of such interest on the Class A Notes on a pro rata basis based on upon the amount of interest payable to due on each Class of Class A Notes; (4iii) fourthto the Noteholders, for distribution to the Noteholders pursuant to Section 8.2(b8.02(d) of the Indenture, the First Allocation of PrincipalPriority Principal Distribution Amount, if any; (5iv) fifth, to the Noteholders of the Class B NotesNoteholders, (a) the Accrued Class B Note Interest due and aggregate amount of interest accrued for the related Interest PeriodPeriod on each of the Class 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; (6v) sixthto the Noteholders, for distribution pursuant to the Noteholders in accordance with Section 8.2(b8.02(d) of the Indenture, the Second Allocation of PrincipalPriority Principal Distribution Amount, if any; (7vi) seventh, to the Noteholders of Class C NotesNoteholders, (a) the Accrued Class C Note Interest due and aggregate amount of interest accrued for the related Interest PeriodPeriod 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; (8) eighthvii) to the Noteholders, for distribution pursuant to the Noteholders in accordance with Section 8.2(b8.02(d) of the Indenture, the Third Allocation of PrincipalPriority Principal Distribution Amount, if any; ; (9viii) ninth, to the Noteholders of Class D NotesNoteholders, (a) the Accrued Class D Note Interest due and aggregate amount of interest accrued for the related Interest PeriodPeriod 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 Noteholders, for distribution pursuant to Section 8.02(d) of the Indenture, the Regular Principal Distribution Amount; (x) to the Reserve Account, from Available Amounts remaining, the amount, if any, necessary to cause the amount on deposit in that account to equal the Reserve Account Required Amount; (xi) to the Indenture Trustee and the Owner Trustee, any reimbursements, expenses and indemnification amounts, in each case to the extent such reimbursements, expenses and indemnification amounts have not been previously paid by the Servicer and to the Securities Intermediary, any accrued and unpaid indemnification expenses owed to it; and (xii) to the Owner Trustee or its agent, any remaining Available Amounts indicated in the Servicer’s Report to be for deposit into the Certificate Distribution Account (as defined in the Trust Agreement) for subsequent distribution to the Certificateholder pursuant to Section 5.02 of the Trust Agreement.

Distributions. (a) Prior Promptly following the receipt by Promote Pool LLC or any of its wholly owned subsidiaries of any Promoted Interest Proceeds, including the receipt of any proceeds assigned to Grantee in respect of any Eligible Promoted Interest, Promote Pool LLC shall distribute such Promoted Interest Proceeds (with respect to any acceleration of the Notes pursuant to Section 5.2 of the Indenture, on each Payment Datedistribution, the Indenture Trustee (based “Aggregate Proceeds”) to the Members on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits terms and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priorityconditions: (1i) firstIf the Employee Unit Distribution Conditions are satisfied as of the date of receipt of such Promoted Interest Proceeds by Promote Pool LLC or any of its wholly owned subsidiaries, an amount equal to the Indenture Trustee and product of (x) the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees Aggregate Employee Participation Percentage then outstanding in the series of Bonus Pool Units related to the Eligible Promoted Interest with respect to prior periodswhich the Promoted Interest Proceeds were received times (y) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first Aggregate Proceeds shall be limited to $100,000 per annum in the aggregate; (2) secondpaid, to the Serviceror set aside for future payment, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b1(b) or 1(c); and (ii) The remainder of such Aggregate Proceeds shall be paid to the Managing Member. (b) All amounts referred to in Section 1(a)(i) (with respect to any distribution, the “Employee Member Share”) shall be applied as follows: (i) An amount equal to the product of (x) each Employee Member’s Vested Participation Percentage at such time in such series of Bonus Pool Units times (y) the Aggregate Proceeds shall be paid to such Employee Member ;and (ii) The remainder of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due Employee Member Share shall be set aside and accrued held by Promote Pool LLC for the related Interest Period; (8) eighth, for distribution to the Noteholders future payment in accordance with Section 8.2(b1(c). (c) All amounts referred to in Section 1(b)(ii) shall be applied as follows: (i) At such time as any Employee Member’s Vested Participation Percentage in the applicable series of Bonus Pool Units increases after the initial distribution of the Indentureapplicable Aggregate Proceeds under Section 1(b), an amount equal to (x) the product of (I) such Employee Member’s Vested Participation Percentage (after such increase) in such series of Bonus Pool Units times (II) the Aggregate Proceeds minus (y) the aggregate amount of such Aggregate Proceeds that previously paid to such Employee Member under Section 1(b)(i) or this Section 1(c)(i). (ii) At such time as any Employee Member’s unvested Bonus Pool Units in the applicable series are forfeited pursuant to Section 4 of such Employee’s Award Agreement, an amount equal to the product of (x) a fraction, the Third Allocation numerator of Principal, if any; which is the number of unvested Bonus Pool Units in the applicable series so forfeited and the denominator of which is the aggregate number of outstanding Bonus Pool Units in such series times (9y) ninth, to the Noteholders of Class D Notes, the Accrued Class D Note Interest due and accrued for the related Interest Period;applicable Aggregate Proceeds.

Distributions. (a) Prior to any acceleration of On each Distribution Date, based solely on the Notes pursuant to Section 5.2 of the Indenture, on each Payment DateDistribution Date Statement, the Indenture Trustee (based on information contained in will apply the Servicer’s Certificate delivered on or before Net Collections available from the related Determination 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 pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, distributions in the following amounts and order of priority: (1i) firstto 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 Owner TrusteeTrust Agent, any accrued and unpaid fees (including unpaid of the Indenture Trustee fees or Trustee, the Owner Trustee and the Trust Agent, in each case to the extent such fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) have not been previously paid by the ServicerServicer or the Administrator; (iii) to the Note Distribution Account, the Note Interest Distributable Amount to be paid to the Holders of the Class A Notes at their respective Interest Rates; (iv) to the Note Distribution Account, if such Distribution Date is a Note Final Scheduled Distribution Date for any Class of Notes, the Note Principal Distributable Amount to the extent of the remaining principal amount of such Class of Notes, to be paid to the Holders of such Class of Notes; (v) 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 Prefunding Account representing earnings from investments therein and amounts transferred from the Capitalized Interest Account, if any) remaining after giving effect to the distributions described in clauses (i) through (v) above, the remaining Note Principal Distributable Amount (after giving effect to the payment, if any, described in clause (iv) above), to be paid first to the Holders of the Class A-1 Notes until the principal amount of the Class A-1 Notes has been reduced to zero, second, to the Holders of the Class A-2 Notes until the principal amount of the Class A-2 Notes has been reduced to zero, third, to the Holders of the Class A-3 Notes until the principal amount of the Class A-3 Notes has been reduced to zero, and fourth, to the Holders of the Class A-4 Notes until the principal amount of the Class A-4 Notes has been reduced to zero; (vii) to the Insurer, after giving effect to the distributions described in clauses (i) through (vi) above, (A) any amounts, including the Premium, owing to the Insurer under the Insurance Agreement and (B) any unreimbursed Insurer Defense Costs; (viii) to the Spread Account, after giving effect to the distributions described in clauses (i) through (vii) above, the amount, if any, required to increase the amount therein to the Spread Account Maximum for such Distribution Date; providedand (ix) any amounts remaining after distribution of the Accelerated Principal Distributable Amount as part of the Note Principal Distributable Amount, howeverif 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 feesrepresent 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, expenses in that order of priority, but only to the extent that the Net Collections (plus amounts transferred to the Payment Account from the Prefunding Account, representing earnings from investments therein, and indemnification amounts payable 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 amounts to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum in the aggregate; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) thirda Distribution Date in connection with the Insurer's election to pay, to as provided in the Noteholders Policy, all or a portion of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on any shortfalls in the amount of interest payable to each Class of Class A Notes; Net Collections (4) fourth, for distribution plus amounts transferred to the Noteholders pursuant Payment Account from the Prefunding Account, representing earnings from investments therein, and amounts transferred to Section 8.2(b) of the Indenture, Payment Account from the First Allocation of PrincipalCapitalized Interest Account, if any; ) with respect to such Distribution Date available to distribute the amounts referred to in clause (5vi) fifth, to the Noteholders of the Class B Notesabove, the Accrued Class B Note Interest due and accrued for Indenture Trustee shall distribute the related Interest Period; (6) sixth, for distribution to amounts so received from the Noteholders Insurer as provided in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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;such clause.

Distributions. (a) Prior to any acceleration of Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Indenture Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner 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 Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any ), reasonable expenses (including and indemnification amounts) amounts to the extent not previously paid by the ServicerSantander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Owner Trustee Asset Representations Reviewer pursuant to this clause first shall be limited to $100,000 300,000 per annum in the aggregateaggregate (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); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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 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; (12) twelfth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (13) thirteenth, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (14) fourteenth, 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 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 Certificateholders.

Distributions. (a) Prior to any acceleration of the Notes pursuant to Section 5.2 of the Indenture, on each Payment Date, the Indenture Trustee (based on information contained in in, and as directed by, the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds Funds, Advances made on such Payment Date pursuant to Section 4.3(c) and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1i) first, to the Indenture Trustee and the Owner TrusteeServicer (or any predecessor Servicer, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periodsif applicable) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum in the aggregatefor reimbursement of all outstanding Advances; (2ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3iii) third, pro rata, to the Noteholders of Owner Trustee, the Class A NotesIndenture 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 Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notesowing; (4v) fourthfifth, to the Principal Distribution Account for distribution to the Noteholders pursuant to Section 8.2(b8.2(c) of the Indenture, the First Allocation of Principal, if anyPrincipal Distribution Amount; (5vi) fifthsixth, to the Noteholders 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 amounts due pursuant to clause third above to the extent not paid in such clause; and (viii) eighth, to or at the direction of the Class B 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 Accrued Class B Note Interest due and accrued for Indenture Trustee shall apply all amounts on deposit in the related Interest Period; (6) sixth, for distribution Collection Account pursuant to the Noteholders in accordance with Section 8.2(b5.4(b) of the Indenture, the Second Allocation of Principal, if any;. (7b) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due Upon and accrued for the related Interest Period; (8) eighth, for 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 Section 8.2(b) of the Indenture, instructions provided from time to time by 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;Certificateholder.

Distributions. Borrower shall not, and shall not allow any Subsidiary to, (a) Prior repurchase or redeem any class of stock or other Equity Interest other than pursuant to employee, director or consultant repurchase plans or other similar agreements, provided, however, in each case the repurchase or redemption price does not exceed the original consideration paid for such stock or Equity Interest, or (b) declare or pay any cash dividend or make any other cash distribution on any class of stock or other Equity Interest, except that a Subsidiary may pay dividends or make other distributions to Borrower or any Subsidiary of Borrower, or (c) lend money to any acceleration employees, officers or directors or guarantee the payment of any such loans granted by a third party in excess of $100,000 in the aggregate or (d) waive, release or forgive any Indebtedness owed by any employees, officers or directors in excess of $100,000 in the aggregate. Notwithstanding the foregoing, and for the avoidance of doubt, this Section 7.7 shall not prohibit the issuance of, performance of, obligations under (including any payments of interest), and conversion, exercise, repurchase, redemption by holders of (including any payment upon conversion, whether in cash, common stock or a combination thereof), or required payment of any principal or premium on (including, for the avoidance of doubt, in respect of a required repurchase in connection with the redemption of Permitted Convertible Debt upon satisfaction of a condition related to the stock price of the Notes pursuant to Section 5.2 Common Stock) or required payment of any interest with respect to, any Permitted Convertible Debt in each case, in accordance with the terms of the Indenture, on each Payment Date, the Indenture Trustee indenture governing such Permitted Convertible Debt; provided that principal payments in cash (based on information contained other than cash in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8lieu of fractional shares) shall make only be allowed if the following deposits Redemption Conditions are satisfied in respect of such payment and distributionsat all times after such payment; provided further that, to the extent both (a) the aggregate amount of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order cash payable upon conversion or payment of priority: any Permitted Convertible Debt (1) first, to the Indenture Trustee and the Owner Trustee, excluding any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees required payment of interest with respect to prior periodssuch Permitted Convertible Debt and excluding any payment of cash in lieu of a fractional share due upon conversion thereof) exceeds the aggregate principal amount thereof and any reasonable expenses (including indemnification amountsb) such conversion or payment does not previously paid by trigger or correspond to an exercise or early unwind or settlement of a corresponding portion of the Servicer; providedPermitted Bond Hedge Transactions relating to such Permitted Convertible Debt (including, however, that fees, expenses and indemnification amounts payable to for the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum in the aggregate; (2) second, to the Serviceravoidance of doubt, the Servicing Fee and all unpaid Servicing Fees with respect case where there is no Permitted Bond Hedge Transaction relating to prior periods; (3) thirdsuch Permitted Convertible Debt), to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on excess cash shall not be permitted by the Class A Notes on preceding sentence. Notwithstanding the foregoing, Borrower may repurchase, exchange or induce the conversion of Permitted Convertible Debt by delivery of shares of Common Stock and/or a pro rata basis based on different series of Permitted Convertible Debt and/or by payment of cash (in an amount that does not exceed the amount proceeds received by Borrower from the substantially concurrent issuance of interest payable to each Class shares of Class A Notes; (4) fourth, for distribution to Common Stock and/or Permitted Convertible Debt plus the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principalnet cash proceeds, if any; (5) fifth, received by Borrower pursuant to the Noteholders related exercise or early unwind or termination of the Class B Notes, the Accrued Class B Note Interest due related Permitted Bond Hedge Transactions and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of PrincipalPermitted Warrant Transactions, if any; (7) seventh, pursuant to the Noteholders immediately following proviso); provided that, substantially concurrently with, or a commercially reasonable period of Class C Notestime before or after, the Accrued Class C Note Interest due and accrued related settlement date for the related Interest Period; Permitted Convertible Debt that is so repurchased, exchanged or converted, Borrower shall exercise or unwind or terminate early (8) eighthwhether in cash, for distribution to shares or any combination thereof) the Noteholders in accordance with Section 8.2(b) portion of the Indenture, the Third Allocation of PrincipalPermitted Bond Hedge Transactions and Permitted Warrant Transactions, if any; (9) ninth, corresponding to the Noteholders of Class D Notessuch Permitted Convertible Debt that are so repurchased, the Accrued Class D Note Interest due and accrued for the related Interest Period;exchanged or converted.

Distributions. (a) Prior to any acceleration of Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Indenture Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 200,000 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 Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; ; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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;

Distributions. (a) Prior to any acceleration of the Notes pursuant to Section 5.2 of the Indenture, on each Payment Date, the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that feesthat, unless (i) an Event of Default or Servicer Termination Event has occurred and is continuing and (ii) the Controlling Party shall consent otherwise, expenses 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 $100,000 150,000 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 Noteholders of Swap Counterparty, the Class A NotesNet Swap Payment; (4) fourth, to the Noteholders, on a pro rata basis based on interest due, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (45) fourthfifth, 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 Noteholders Holders of the Class A Notes, pursuant to Section 8.2(b8.2(c) of the Indenture, the First Allocation of Principal, if any; (57) fifthseventh, to the Noteholders of Note Insurer, all accrued and unpaid Premium and Reimbursement Obligations to the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Periodextent not paid pursuant to clause fifth; (6) sixth8) eighth, to the Principal Distribution Account for distribution to the Noteholders Holders of the Class A Notes, in accordance with Section 8.2(b8.2(c) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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 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 Class D payments made under the Swap Policy in respect of Swap Termination Payments; (11) eleventh, to the Owner Trustee and the Indenture Trustee, accrued and unpaid fees and reasonable expenses (including indemnification amounts) permitted under this Agreement, the Trust Agreement and the Indenture, as applicable, which have not been previously paid; and (12) 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 Accrued Class D 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 Note Interest due Insurer under the Insurance Agreement, all amounts payable to the Swap Counterparty and accrued for all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the related Interest Period;instructions provided from time to time by the Residual Interestholder.

Distributions. (a) Prior On each Payment Date prior to any acceleration of the Notes pursuant to Section 5.2 5.02 of the Indenture, on each Payment Date, the Indenture Trustee (based solely on information contained in in, and as directed by, the related Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8Monthly Certificate) shall make the following deposits and distributions, to the extent of apply Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, to make the following payments and deposits in the following order of priority: (1i) first, pro rata, to (A) the Indenture Trustee Servicer, the Servicing Fee, and to any Backup Servicer, the Owner TrusteeBackup Servicing Fee, any in each case for the related Collection Period and all accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees Servicing Fees and Backup Servicing Fees with respect to prior periodsCollection Periods and (B) and any reasonable expenses Successor Servicer, Transition Costs not to exceed $200,000 (including indemnification amountsboarding fees) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum in the aggregate; (2ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) thirdpro rata, to the Noteholders of the Class A NotesA-1 Noteholders, the Accrued Class A A-1 Note Interest due and accrued for the related Interest Period; providedto the Class A-2 Noteholders, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A A-2 Note InterestInterest for the related Interest Period; to the Class A-3 Noteholders, the amounts available will be applied Accrued Class A-3 Note Interest for the related Interest Period; and to the payment of such interest on Class A-4 Noteholders, the Accrued Class A Notes on a pro rata basis based on A-4 Note Interest for the amount of interest payable to each Class of Class A Notesrelated Interest Period; (4iii) fourththird, to the Principal Distribution Account for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture5.04(b), the First Allocation of Principal, if any; (5iv) fifthfourth, to the Noteholders of the Class B NotesNoteholders, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6v) sixthfifth, to the Principal Distribution Account for distribution to the Noteholders in accordance with pursuant to Section 8.2(b) of the Indenture5.04(b), the Second Allocation of Principal, if any; (7vi) seventhsixth, to the Noteholders of Class C NotesNoteholders, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighthvii) seventh, to the Principal Distribution Account for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture5.04(b), the Third Allocation of Principal, if any; ; (9viii) eighth, to the Reserve Account, any additional amounts required to increase the amount in the Reserve Account up to the Reserve Account Required Amount; (ix) ninth, to the Principal Distribution Account for distribution to the Noteholders in accordance with Section 5.04(b), the Regular Principal Distribution Amount, if any; (x) tenth, pro rata, to (A) the Owner Trustee, the Indenture Trustee, the Administrator and the Asset Representations Reviewer, accrued and unpaid fees, reasonable expenses and indemnification amounts due and owing under this Agreement, the Trust Agreement, the Administration Agreement and the Indenture, as applicable, which have not been previously paid, and to or at the direction of Class D the Issuer, any expenses of the Issuer incurred under the Basic Documents and (B) any Successor Servicer, Transition Costs in excess of the related cap in clause (i) above; and (xi) eleventh, to the Certificate Distribution Account, any funds remaining for distribution to the Certificateholders. Notwithstanding any other provision of this Section, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Accrued Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.04(b) of the Indenture. (b) Prior to the acceleration of the Notes pursuant to Section 5.02 of the Indenture, on each Payment Date and the Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Principal Distribution Account to Noteholders in respect of principal of the Notes to the extent of the funds therein in the following order of priority: (i) first, to the Holders of the Class D Note Interest due and accrued for A-1 Notes, until the related Interest PeriodClass A-1 Notes have been paid in full; (ii) second, to the Holders of the Class A-2 Notes, until the Class A-2 Notes have been paid in full; (iii) third, to the Holders of the Class A-3 Notes, until the Class A-3 Notes have been paid in full; (iv) fourth, to the Holders of the Class A-4 Notes, until the Class A-4 Notes have been paid in full; (v) fifth, to the Holders of the Class B Notes, until the Class B Notes have been paid in full; and (vi) sixth, to the Holders of the Class C Notes, until the Class C Notes have been paid in full.

Distributions. (a) Prior On each Determination Date, the Servicer shall calculate all amounts required to any acceleration of the Notes be deposited pursuant to this Section and deliver a Servicer's Certificate pursuant to Section 5.2 of the Indenture, on 4.09. (b) On each Payment Date, the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s 's Certificate delivered on or before the related Determination Date pursuant to Section 3.84.09) shall to make the following deposits and distributions, to the extent of distributions from Available Funds and the Reserve Account Draw Amount, Amounts on deposit in the Collection Account for such Payment DateAccount, and, in the event of a shortfall in meeting the payments described in clauses (i) through (v) below (an "Available Amounts Shortfall"), from amounts withdrawn from the Reserve Account, in the following order of and priority: (1i) firstto the Servicer, the Servicing Fee (and any accrued and unpaid Servicing Fees from prior Collection Periods), and Nonrecoverable Advances; (ii) to the Interest Distribution Account, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class A Notes at their respective Class A Rate 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, of the amount of interest payable to the Class A Noteholders on prior Payment Dates over the amounts actually paid to the Class A Noteholders on those prior Payment Dates, plus interest on any such shortfall at the related Class A Rate to the extent permitted by law; (iii) to the 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 B Notes at the Class B Rate on such Notes 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 Reserve Account, the amount, if any, necessary to cause the amount on deposit in the Reserve Account to equal the Reserve Account Required Amount; (vii) to the Principal Distribution Account, the Regular Principal Distribution Amount; (viii) to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) have not been previously paid by the Servicer; providedprovided that, howeveruntil the Notes have been paid in full, that feesthe annual amount paid to the Trustees out of Available Amounts described in this clause (viii) shall not exceed $10,000; and (ix) any Available Amounts remaining, expenses and indemnification amounts payable if any, to the Certificate Distribution Account. On each Payment Date, the Servicer shall instruct the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum in the aggregate; distribute (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to information contained in the Noteholders Servicer's Certificate delivered on the related Determination Date pursuant to Section 8.2(b4.09), any amounts deposited into the Principal Distribution Account as payment of principal on the Notes pursuant to priority set forth in Section 8.02(d) of the Indenture. Notwithstanding that the Notes have been paid in full, the First Allocation of Principal, if any; (5) fifth, Indenture Trustee shall continue to maintain the Noteholders of Collection Account hereunder until the Class B Notes, the Accrued Class B Note Certificate Percentage Interest due and accrued for the related Interest Period; (6) sixth, for distribution is reduced to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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;zero.

Distributions. (a) Prior to any acceleration of Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Indenture Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 200,000 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 Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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;

Distributions. (a) Prior From time to any acceleration time and not less than monthly, the Board of Directors shall review the Notes Company’s accounts to determine whether the Company has available cash which is not necessary to retain and can be distributed to its Members. The Board of Directors shall cause the Company to set aside adequate reserves for normal replacements and contingencies (but not for the payment of fees payable to the Manager). The Company shall make Distributions to the Members pursuant to this Section 5.2 of the Indenture, on each Payment Date, the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.89.2(a) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priorityas follows: (1i) firstFirst, subject to the Indenture Trustee and the Owner Trusteerights of any holders of Preferred Shares specified in any Share Designation, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first distributions shall be limited to $100,000 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 Noteholders of allocated among the Class A NotesShares, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note InterestT Shares, the amounts available will be applied Class I Shares, the Class D Shares, the Class S Shares and the Class FA Shares (as well as any subsequently authorized Class) pro rata in proportion to the payment outstanding shares of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of PrincipalClass, if any; (5ii) fifthSecond, the Distributions allocable to any given Class pursuant to Section 9.2(a)(i) shall be distributed among the respective holders of Shares of such Class pro rata based on their Percentage Interests of such Class (with (x) the amount of the Distribution Fee payable by the Company with respect to Class T Shares being deducted from the Distributions available to Class T Shares pursuant to Section 9.2(a)(i) and reserved by the Company for payment or paid by the Company to the Noteholders Managing Dealer which amounts shall be deemed distributed to such holders of Class T Shares, (y) the amount of the Distribution Fee payable by the Company with respect to Class B NotesD Shares being deducted from the Distributions available to Class D Shares pursuant to Section 9.2(a)(i) and reserved by the Company for payment or paid by the Company to the Managing Dealer which amounts shall be deemed distributed to such holders of Class D Shares and (z) the amount of the Management Fee and Incentive Fee payable by the Company with respect to each Class of Shares being deducted from the Distributions available to each such Class of Shares pursuant to Section 9.2(a)(i) and reserved by the Company for payment or paid by the Company to the Manager). (b) Following the Commencement of the Initial Public Offering, the Accrued Class B Note Interest due and accrued Company will make no Distributions of in-kind property except for Distributions of readily marketable securities, distributions of beneficial interests in a liquidating trust established for the related Interest Period; (6) sixth, for distribution to dissolution of the Noteholders Company or Distributions in connection with the liquidation of the assets in accordance with Section 8.2(bthe terms of this Agreement unless: (i) the Board of Directors advises each Member of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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 risks associated with Section 8.2(b) direct ownership of the Indentureproperty, (ii) the Third Allocation Board of PrincipalDirectors offers each Member the election of receiving in-kind property Distributions, if any; and (9iii) ninththe Company distributes in-kind property only to those Members who accept such offer by the Board of Directors. A Member, regardless of the nature of the Member’s Capital Contribution, has no right to demand and receive any distribution from the Noteholders of Class D Notes, the Accrued Class D Note Interest due and accrued for the related Interest Period;Company in any form other than money.

Distributions. (a) Prior to any acceleration of Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Indenture Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner 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 Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any ), reasonable expenses (including and indemnification amounts) amounts to the extent not previously paid by the ServicerSantander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Owner Trustee Asset Representations Reviewer pursuant to this clause first shall be limited to $100,000 300,000 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 Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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 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; (12) twelfth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; and (13) thirteenth, 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 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 Certificateholders.

Distributions. (a) Prior to any acceleration of the Notes pursuant to Section 5.2 of the Indenture, on each Payment Date, the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that feesthat, unless (i) an Event of Default or Servicer Termination Event has occurred and is continuing and (ii) the Controlling Party shall consent otherwise, expenses 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 $100,000 150,000 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 Noteholders of Swap Counterparty, the Class A NotesNet Swap Payment; (4) fourth, to the Noteholders, on a pro rata basis, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (45) fourthfifth, 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 Noteholders Holders of the Class A Notes, pursuant to Section 8.2(b8.2(c) of the Indenture, the First Allocation of Principal, if any; (57) fifthseventh, to the Noteholders of Note Insurer, all accrued and unpaid Premium and Reimbursement Obligations to the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Periodextent not paid pursuant to clause fifth; (6) sixth8) eighth, to the Principal Distribution Account for distribution to the Noteholders Holders of the Class A Notes, in accordance with Section 8.2(b8.2(c) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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 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 Class D payments made under the Swap Policy in respect of Swap Termination Payments; (11) eleventh, to the Owner Trustee and the Indenture Trustee, accrued and unpaid fees and reasonable expenses (including indemnification amounts) permitted under this Agreement, the Trust Agreement and the Indenture, as applicable, which have not been previously paid; and (12) 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 Accrued Class D 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 Note Interest due Insurer under the Insurance Agreement, all amounts payable to the Swap Counterparty and accrued for all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the related Interest Period;instructions provided from time to time by the Residual Interestholder.

Distributions. (a) Prior Subject to any acceleration of the Notes pursuant to Section 5.2 Article V of the Indenture, on each Payment Date, the Indenture Trustee (solely based on information contained in in, and as directed by, the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, Amount on deposit in the Collection Account for such Payment Date, in the following order of priority: (1i) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum in the aggregate; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periodsCollection Periods; (3ii) thirdsecond, pro rata to the Noteholders of the Class A NotesNoteholders, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notesbasis; (4iii) fourththird, to the Principal Distribution Account for distribution to the Noteholders pursuant to Section 8.2(b8.2(c) of the Indenture, the First Allocation of Principal, if any; (5iv) fifthfourth, to the Noteholders of the Class B NotesNoteholders, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6v) sixthfifth, to the Principal Distribution Account for distribution to the Noteholders in accordance with Section 8.2(b8.2(c) of the Indenture, the Second Allocation of Principal, if any; (7vi) 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 Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, Principal Distribution Account for distribution to the Noteholders in accordance with Section 8.2(b8.2(c) of the Indenture, the Third Regular Allocation of Principal, if any; ; (9viii) eighth, to the Owner Trustee and the Indenture Trustee, accrued and unpaid fees and reasonable expenses (including indemnification amounts) due and payable under this Agreement, the Trust Agreement, the Asset Representations Review Agreement and the Indenture, as applicable, which have not been previously paid; (ix) ninth, to the Noteholders Asset Representations Reviewer, accrued and unpaid fees and reasonable expenses (including indemnification amounts) due and payable under the Asset Representations Review Agreement which have not been previously paid; (x) tenth, to the Servicer, legal expenses and costs incurred pursuant to Section 6.4(b); and (xi) eleventh, to or at the direction of Class D 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 Accrued Class D Note Interest due 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 accrued for all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the related Interest Period;instructions provided from time to time by the Certificateholder.

Distributions. (a) Prior to any acceleration of Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Indenture Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee, the Owner Trustee and the Owner Delaware 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 Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any ), reasonable expenses (including and indemnification amounts) amounts to the extent not previously paid by the ServicerSantander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee, the Delaware Trustee and the Owner Trustee Asset Representations Reviewer pursuant to this clause first shall be limited to $100,000 300,000 per annum in the aggregateaggregate (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); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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 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; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of Class D the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee, the Delaware Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (12) twelfth, 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 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 Accrued Class D Note Interest due 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 accrued for all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the related Interest Period;instructions provided from time to time by the Certificateholders.

Distributions. (a) Prior On each Determination Date, the Servicer shall calculate all amounts required to any acceleration of the Notes be deposited or paid pursuant to this Section and deliver a Servicer’s Certificate pursuant to Section 5.2 of the Indenture, on 4.09. (b) On each Payment Date, 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 Determination Date pursuant to Section 3.84.09) shall to make the following deposits and distributions, to the extent of distributions on such Payment Date from Available Funds and the Reserve Account Draw Amount, Amounts on deposit in the Collection Account for such Payment DateAccount, and, in the event of a shortfall in meeting the payments described in clauses (i) through (iii) below (an “Available Amounts Shortfall”), from amounts withdrawn from the Reserve Account, in the following order of and priority: (1i) firstto the Servicer, the Servicing Fee (and any accrued and unpaid Servicing Fees from prior Collection Periods), and Nonrecoverable Advances; (ii) to the Interest Distribution Account, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class of Notes at their respective Class A Rate on the Outstanding Amount 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, of the amount of interest payable to the Noteholders on prior Payment Dates over the amounts actually paid to the Noteholders on those prior Payment Dates, plus interest on any such shortfall at the related Class A Rate to the extent permitted by law; (iii) to the Principal Distribution Account, the Priority Principal Distribution Amount, if any; (iv) to the Reserve Account, the amount, if any, necessary to cause the amount on deposit in the Reserve Account to equal the Reserve Account Required Amount; (v) to the Principal Distribution Account, the Regular Principal Distribution Amount; (vi) to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) have not been previously paid by the ServicerServicer in its capacity as Administrator; providedand (vii) any Available Amounts remaining, howeverif any, that feesto the Certificate Distribution Account. On each Payment Date, expenses and indemnification amounts payable to the Servicer shall instruct the Indenture Trustee and to distribute (based on the Owner Trustee information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to this clause first shall be limited to $100,000 per annum in Section 4.09), any amounts deposited into the aggregate; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the Distribution Account as payment of such interest on the Class A Notes on a pro rata basis based pursuant to the priority set forth in Section 8.02(d) of the Indenture and the Principal Distribution Account as payment of principal on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution Notes pursuant to the Noteholders pursuant to priority set forth in Section 8.2(b8.02(e) of the Indenture. Notwithstanding that the Notes have been paid in full, the First Allocation of Principal, if any; (5) fifth, Indenture Trustee shall continue to maintain the Noteholders of Collection Account hereunder until the Class B Notes, the Accrued Class B Note Certificate Percentage Interest due and accrued for the related Interest Period; (6) sixth, for distribution is reduced to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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;zero.

Distributions. (a) Prior No later than 12:00 noon Pennsylvania time on the fourth Business Day preceding each Distribution Date, the Servicer shall deliver to any acceleration the Trustee a report in computer-readable form containing such information as to each Mortgage Loan as of such Distribution Date and such other information as the Notes pursuant Trustee shall reasonably require. With respect to Section 5.2 of the IndentureCertificate Account, on each Payment Distribution Date, the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits allocations, disbursements and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, transfers in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: (1i) first, to the Indenture Trustee and the Owner Trustee, an amount equal to the Trustee's Fees then due to it; (ii) from amounts then on deposit in the Certificate Account (excluding any accrued Insured Payments) to the 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 unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periodsy) the sum of (i) the amount of all Reimbursement Amounts which have not been previously repaid as of such Distribution Date and any reasonable expenses other amounts then due to the Certificate Insurer pursuant to the Insurance and Indemnity Agreement and (including indemnification amountsii) not previously paid the Premium Amount; (iii) from amounts then on deposit in the Certificate Account, pro rata, (A) to the Owners of the Class A-1 Certificates, the Class A-1 Distribution Amount for such Distribution Date; (B) to the Owners of the Class A-2 Certificates, the Class A-2 Distribution Amount for such Distribution Date; (C) to the Owners of the Class A-3 Certificates, the Class A-3 Distribution Amount for such Distribution Date; (D) to the Owners of the Class A-4 Certificates, the Class A-4 Distribution Amount for such Distribution Date; (E) to the Owners of the Class A-5 Certificates, the Class A-5 Distribution Amount for such Distribution Date; and (F) to the Owners of the Class A-6 Certificates, the Class A-6 Distribution Amount for such Distribution Date; (iv) following the making by the ServicerTrustee of all allocations, transfers and disbursements described above, from amounts then on deposit in the Certificate Account, the Trustee shall distribute to the Holders of the Class R Certificates, the amount remaining in the Certificate Account on such Distribution Date, if any; provided, however, that feesif, expenses and indemnification amounts payable on any Distribution Date, (x) the Certificate Insurer is then in default under the Certificate Insurance Policy relating to the Indenture Trustee Mortgage Loans and (y) a Subordination Deficit exists, then any distribution of the Owner Trustee pursuant to this clause first Principal Distribution Amount on such Distribution Date shall be limited to $100,000 per annum in the aggregate; (2) second, made pro rata to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders Owners of each of the Class A NotesCertificates. Notwithstanding the foregoing, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the aggregate amounts available will be applied distributed on all Distribution Dates to the payment Holders of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to Certificates on account of principal shall not exceed the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued Original Certificate Principal Balance for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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;A Certificates.

Distributions. (a) Prior On or before each Determination Date, the Servicer shall calculate all amounts to any acceleration of be deposited in the Notes pursuant Class A Distribution Account and the Class B Distribution Account, which calculations shall be set forth in the Servicer's Certificate delivered to Section 5.2 of the Indenture, Trustee on or before such Determination Date. (b) On each Payment Date, after making the Indenture Trustee (based reimbursements to the Servicer from amounts on information contained deposit in the Servicer’s Certificate delivered on or before the related Determination Date Collection Account of Outstanding Advances pursuant to Section 3.8) 7.3, the Trustee shall withdraw from the Collection Account, the Available Interest and Available Principal for such Payment Date, withdraw from the Reserve Account such amounts as may be required to satisfy amounts requested by the Servicer for such Payment Date, make the following deposits and distributions, if necessary, based solely on the information contained in the Servicer's Certificate, to the extent of Available Funds and amounts available from the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Dateindicated sources, in the following order of priority: (1i) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum in the aggregate; (2) second, to the Servicer, first from Available Interest, and then, if necessary, from the Available Reserve Amount, any unpaid Servicing Fee owing to such Servicer for the related Collection Period and all unpaid Servicing Fees with respect from prior Collection Periods less any amounts owing to prior periodsthe Trustee pursuant to Section 13.7 hereof, which shall be paid to the Trustee; (3ii) thirdto the Class A Distribution Account, first from Available Interest, then, if necessary, from the Available Reserve Amount, and finally, if necessary, from the Class B Percentage of Available Principal, the Class A Interest Distribution for such Payment Date; and (iii) to the Class B Distribution Account, first from Available Interest, and then, if necessary, from the Available Reserve Amount, the Class B Interest Distribution for such Payment Date. (c) On each Payment Date, the Trustee shall make the following deposits and distributions (based on the information contained in the Servicer's Certificate), to the Noteholders extent of the portion of Available Principal, Available Interest and the Available Reserve Amount (to be applied in that order of priority) remaining after the application of clauses (i), (ii) and (iii) above, in the following priority: (i) to the Class A NotesDistribution Account, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A NotesPrincipal Distribution for such Payment Date; (4ii) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the IndentureClass B Distribution Account, the First Allocation of Principal, if anyClass B Principal Distribution for such Payment Date; (5iii) fifth, to the Noteholders of Collateral Agent for deposit in the Reserve Account, any amounts remaining, until the amount on deposit in the Reserve Account equals the Specified Reserve Account Balance; and (iv) to the Depositor, any amount remaining less any accrued and unpaid Trustee fees and expenses which shall be paid to the Trustee; (d) On each Payment Date, all amounts on deposit in the Class A Distribution Account will be distributed pro rata to the Class A Certificateholders by the Trustee and all amounts on deposit in the Class B Notes, Distribution Account will be distributed pro rata to the Accrued Class B Note Interest due and accrued for Certificateholders by the related Interest Period; (6) sixthTrustee. Except as provided in Section 14.1, for distribution payments under this paragraph shall be made to the Noteholders Certificateholders by check mailed by the Trustee to each Holder's respective address of record (or, in accordance with Section 8.2(b) the case of Certificates registered in the name of a Clearing Agency, or its nominee, by wire transfer of immediately available funds). To the extent that the Trustee is required to wire funds to the Certificateholders from the Class A Distribution Account or the Class B Distribution Account, as applicable, it shall request the bank maintaining the Class A Distribution Account or the Class B Distribution Account, as applicable, to make a wire transfer of the Indenture, the Second Allocation of Principal, if any; (7) seventh, amount to the Noteholders of Class C Notes, the Accrued Class C Note Interest due be distributed 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;confirm such wire transfer.

Distributions. (a) Prior to any acceleration Distributions of the Notes pursuant to Section 5.2 of the Indenture, on each Payment Date, the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) Available Cash shall make the following deposits and distributions, be distributed to the extent Members from time to time on such date or dates determined by the Board of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment DateManagers, in the following order of and priority: (1) first4.1.1 First, to the Indenture Trustee P10 Member, in an amount sufficient to pay all reasonable expenses of P10 Member to cover overhead, general and administrative costs, audit fees, taxes (based on the Owner Trusteeassumption that its net operating loss carryovers are not subject to limitation under Section 382 of the Code, other than any such limitation resulting from a transaction approved by the Keystone Member or the Keystone Board Designee after clear disclosure of such limitation resulting from such transaction), board fees, any accrued expenses related to a Public Offering or Uplist Event and unpaid fees public company related expenses, but excluding, for the avoidance of doubt, any employee compensation. 4.1.2 Second, to each Preferred Unitholder, a preferred return on the Issue Price of its Preferred Units equal to one percent (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods1%) per annum, compounded annually for the period beginning on the date of issuance of the applicable Preferred Units and any reasonable expenses (including indemnification amounts) not previously paid by calculated taking into account the Servicer; provided, however, amounts and dates of distributions that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee are made pursuant to this clause first Section 4.1.2, which distributions shall be limited to $100,000 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 Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest made on the Class A Notes on a same date for all Preferred Unitholders and shall be pro rata basis based on the amount of interest payable to the preferred return accrued as of such distribution date for each Class of Class A Notes;Preferred Unitholder. (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth4.1.3 Third, to the Noteholders of the Class B NotesP10 Member, the Accrued Class B Note Interest in an amount sufficient to make payments due and accrued for the related Interest Period; (6) sixth, for distribution with respect to the Noteholders RCP Seller Obligations; provided, that no distributions shall be made pursuant to this Section 4.1.3 unless all outstanding Redemptions that have been exercised in accordance with Section 8.2(b) 3.8.3 have been settled and paid in full. 4.1.4 Fourth, any remaining amount of the Indenture, the Second Allocation of Principal, if any; (7) seventhAvailable Cash, to the Noteholders Common Unitholders, pro rata based on the number of Class C NotesCommon Units held by each Common Unitholder; provided, that without the written consent of the holders of a majority of the then outstanding Series A and B Preferred Units (voting as a single class) and a majority of the then outstanding Series D Preferred Units, no distributions shall be made pursuant to this Section 4.1.4 while any Series A Preferred Units, Series B Preferred Units or Series D Preferred Units are outstanding. Notwithstanding the foregoing provisions of this Section 4.1, the Accrued Class C Note Interest due and accrued for distributions pursuant to Section 4.1.2 shall be made at least once each calendar year beginning with calendar year 2021, provided that there is Available Cash to make the related Interest Period; (8) eighth, for distribution distribution. The Members intend that the Board of Managers will cause the Company’s Subsidiaries to make sufficient distributions or dividends to the Noteholders in accordance with Section 8.2(b) of Company each year to enable the IndentureCompany to make the distributions pursuant to Sections 4.1.1, the Third Allocation of Principal4.1.2 and 4.1.3 annually, if any; (9) ninth, provided that such Subsidiaries have sufficient available cash to the Noteholders of Class D Notes, the Accrued Class D Note Interest due and accrued for the related Interest Period;do so.

Distributions. (ai) Prior to any acceleration of the Notes pursuant to Section 5.2 of the Indenture, on On each Payment Master Servicer Remittance Date, the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds, an amount held in the Collection Account equal to the sum of (A) Available Funds and (B) any Yield Maintenance Charges and the Trustee Fee for the related Distribution Date shall be withdrawn by the Master Servicer and remitted to the Trustee for deposit in the Lower-Tier Distribution Account and, if required pursuant to Section 3.05(e), the Payment Reserve Account. On each Master Servicer Remittance Date, the Trustee shall withdraw any amounts required pursuant to Section 3.05(e) from the Payment Reserve Account Draw Amountand shall deposit such amounts in the Lower-Tier Distribution Account, together with any amounts drawn under the Reinvestment Enhancement Instrument or from the Reinvestment Reserve Account pursuant to Section 4.08. On each Distribution Date, the amount that has been so transferred to the Lower-Tier Distribution Account from the Collection Account shall be distributed on the Lower-Tier Regular Interests to the Upper-Tier REMIC, in accordance with the provisions set forth herein. Thereafter, such amounts shall be considered to be held in the Upper-Tier Distribution Account until distributed to the Certificateholders. (ii) Principal amounts, rates of interest and timing of distributions on each Lower-Tier Regular Interest will be identical to such amounts, rates, and timing on the corresponding Related Certificates, except that, solely for this purpose, all calculations of interest with respect to the Related Lower-Tier Regular Interests shall be made as though the Class A-1, Class A-2, Class A-3, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K Certificate Pass-Through Rates were equal to the WAC Rate and as though the Notional Amount of the Class X Certificates were zero at all times, such that the rates of interest and timing of interest distributions on each Related Lower-Tier Regular Interest represent the aggregate of the corresponding amounts on each Related Certificate and its related Component of the Class X Certificates; provided that interest shall be distributable on such Lower-Tier Regular Interest only to the extent actually distributed on such related Certificate or related Component. Any Yield Maintenance Charge that is to be paid to a Regular Certificate, other than the Class X Certificates, shall be paid to the Related Lower-Tier Regular Interest, and the balance of any such Yield Maintenance Charge, so long as any one or more of the Class ▇▇-▇, ▇▇▇▇▇ ▇▇-▇, Class LA-3, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class LJ or Class LK Interests remain outstanding, shall be paid to such Lower-Tier Regular Interests, pro rata, in proportion to the Interest Distribution Amount for the Related Certificates for such Distribution Date. Realized Losses shall be allocated to, and shall reduce the Certificate Principal Amounts of, each Class of Lower-Tier Regular Interests without distribution on any Distribution Date, to the extent that the Certificate Principal Amount of such Class exceeds the Certificate Principal Amount of the corresponding Related Certificates because of Realized Losses allocated to such Related Certificates. On each Distribution Date, the Class LR Certificates shall receive distributions of any amounts remaining in the Lower-Tier Distribution Account after all payments have been made to the Trustee as the holder of the Lower-Tier Regular Interests in accordance with this Section 4.01(a). (b) On each Distribution Date prior to the Cross-over Date, Holders of each Class of Certificates (other than the Class Q, Class R and Class LR Certificates) shall receive distributions from amounts on deposit in the Collection Upper-Tier Distribution Account for such Payment Datein respect of interest and principal, to the extent of Available Funds, in the following amounts and in the order of prioritypriority set forth below: (1i) First, pro rata, in respect of interest, to the Class A-1, Class A-2, Class A-3 and Class X Certificates, up to an amount equal to, and pro rata as among such Classes in accordance with, the Interest Distribution Amounts of such Classes; (ii) Second, to the Class A Certificates, in reduction of their respective Certificate Principal Amounts pro rata: (A) first, to the Indenture Trustee Class A-1 Certificates, and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum in the aggregate; (2) second, to the ServicerClass A-2 Certificates, in each case up to an amount equal to the lesser of (i) the Certificate Principal Amount thereof and (ii) the Principal Distribution Amount for Group 1 for such Distribution Date (plus, after the Certificate Principal Amount of the Class A-3 Certificates has been reduced to zero, the Servicing Fee Principal Distribution Amount for Group 2 for such Distribution Date (or the portion remaining after making the required distributions to the Class A-3 Certificates pursuant to this paragraph)); and all unpaid Servicing Fees with respect (B) to prior periodsthe Class A-3 Certificates, up to an amount equal to the lesser of (i) the Certificate Principal Amount thereof and (ii) the Principal Distribution Amount for Group 2 for such Distribution Date (plus, after the Certificate Principal Amounts of the Class A-1 and Class A-2 Certificates have been reduced to zero, the Principal Distribution Amount for Group 1 for such Distribution Date (or the portion remaining after making the required distributions to the Class A-1 and Class A-2 Certificates pursuant to this paragraph)); (3iii) Third, to the Class B Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class; (iv) Fourth, to the Class B Certificates, in reduction of the Certificate Principal Amount thereof, up to an amount equal to the Principal Distribution Amount for Group 1 and Group 2, less the portion of the Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Principal Amount thereof is reduced to zero; (v) Fifth, to the Class B Certificates, an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class; (vi) Sixth, to the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class; (vii) Seventh, to the Class C Certificates, in reduction of the Certificate Principal Amount thereof, up to an amount equal to the Principal Distribution Amount for Group 1 and Group 2, less the portion of the Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Principal Amount thereof is reduced to zero; (viii) Eighth, to the Class C Certificates, an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class; (ix) Ninth, to the Class D Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class; (x) Tenth, to the Class D Certificates, in reduction of the Certificate Principal Amount thereof, up to an amount equal to the Principal Distribution Amount for Group 1 and Group 2, less the portion of the Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Principal Amount thereof is reduced to zero; (xi) Eleventh, to the Class D Certificates, an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class; (xii) Twelfth, to the Class E Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class; (xiii) Thirteenth, to the Class E Certificates, in reduction of the Certificate Principal Amount thereof, up to an amount equal to the Principal Distribution Amount for Group 1 and Group 2, less the portion of the Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Principal Amount thereof is reduced to zero; (xiv) Fourteenth, to the Class E Certificates, an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class; (xv) Fifteenth, to the Class F Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class; (xvi) Sixteenth, to the Class F Certificates, in reduction of the Certificate Principal Amount thereof, up to an amount equal to the Principal Distribution Amount for Group 1 and Group 2, less the portion of the Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Principal Amount thereof is reduced to zero; (xvii) Seventeenth, to the Class F Certificates, an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class; (xviii) Eighteenth, to the Class G Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class; (xix) Nineteenth, to the Class G Certificates, in reduction of the Certificate Principal Amount thereof, up to an amount equal to the Principal Distribution Amount for Group 1 and Group 2, less the portion of the Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Principal Amount thereof is reduced to zero; (xx) Twentieth, to the Class G Certificates, an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class; (xxi) Twenty-first, to the Class H Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class; (xxii) Twenty-second, to the Class H Certificates, in reduction of the Certificate Principal Amount thereof, up to an amount equal to the Principal Distribution Amount for Group 1 and Group 2, less the portion of the Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Principal Amount thereof is reduced to zero; (xxiii) Twenty-third, to the Noteholders Class H Certificates, an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class; (xxiv) Twenty-fourth, to the Class J Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class; (xxv) Twenty-fifth, to the Class J Certificates, in reduction of the Certificate Principal Amount thereof, up to an amount equal to the Principal Distribution Amount for Group 1 and Group 2, less the portion of the Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Principal Amount thereof is reduced to zero; (xxvi) Twenty-sixth, to the Class A NotesJ Certificates, an amount equal to the Accrued aggregate of unreimbursed Realized Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class A Note Interest due and accrued for compounded monthly from the date the related Realized Loss was allocated to such Class; (xxvii) Twenty-seventh, to the Class K Certificates in respect of interest, up to an amount equal to the Interest PeriodDistribution Amount of such Class; (xxviii) Twenty-eighth, to the Class K Certificates, in reduction of the Certificate Principal Amount thereof, up to an amount equal to the Principal Distribution Amount for Group 1 and Group 2, less the portion of the Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Principal Amount thereof is reduced to zero; (xxix) Twenty-ninth, to the Class K Certificates, an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class; providedand (xxx) Thirtieth, that if there are not sufficient funds available to pay the entire Class LR Certificates, any amounts remaining in the Lower-Tier Distribution Account, and to the Class R Certificates, any amounts remaining in the Upper-Tier Distribution Account. On each Distribution Date occurring on and after the Cross-over Date, in place of the allocation of principal payments described in priority Second above, remaining Available Funds at such level will be distributed first up to an amount equal to the Principal Distribution Amount for such Distribution Amount to the Class A-1, Class A-2 and Class A-3 Certificates, pro rata, based on their respective Certificate Principal Amounts, in reduction of their respective Certificate Principal Amounts, until the Certificate Principal Amount of each such Class is reduced to zero, and, second, to the Class A-1, Class A-2 and Class A-3 Certificates for unreimbursed amounts of Realized Losses previously allocated to such Classes, pro rata, in accordance with the amount of such unreimbursed Realized Losses so allocated, plus interest thereon at their respective Pass-Through Rates compounded monthly from the Accrued Class A Note Interest, date the amounts available related Realized Losses were allocated to such Classes. Any remaining Available Funds will then be applied allocated as provided in priorities Third through Twenty-first above. All references to "pro rata" in the payment of such preceding clauses with respect to interest and Interest Shortfalls shall mean pro rata based on the Class A Notes on a amount distributable pursuant to such clauses, with respect to distributions of principal other than in reimbursement of Realized Losses shall mean pro rata basis based on Certificate Principal Amount, and with respect to distributions in reimbursement of Realized Losses shall mean pro rata based on the amount of interest payable unreimbursed Realized Losses previously allocated to each Class of Class A Notes;the applicable Classes. (4c) fourthOn any Distribution Date, for distribution any Yield Maintenance Charges collected on Mortgage Loans in Group 1 during the related Prepayment Period will be distributed to the Noteholders pursuant to Section 8.2(b) Holders of the Indenture, the First Allocation Classes of Principal, if any; (5) fifth, Certificates as follows: to the Noteholders holders of the Class B NotesA-1, Class A-2, Class B, Class C, Class D and Class E Certificates, for each such Class an amount equal to the product of (a) a fraction, the Accrued numerator of which is the amount distributed as principal to such Class B Note on such Distribution Date, and the denominator of which is the total amount distributed as principal to all Classes of Sequential Pay Certificates (other than the Class A-3 Certificates) on such Distribution Date, (b) the Base Interest due and accrued Fraction for the related Interest Principal Prepayment and such Class of Certificates and (c) the aggregate amount of Yield Maintenance Charges collected on such Principal Prepayment during the Prepayment Period; (6) sixth, for distribution . Any Yield Maintenance Charges collected on Mortgage Loans in Group 1 during such Prepayment Period remaining after such distributions will be distributed to the Noteholders in accordance with Section 8.2(b) holders of the IndentureClass X Certificates. On any Distribution Date, any Yield Maintenance Charges collected on Mortgage Loans in Group 2 during the related Prepayment Period will be distributed to the Holders of the Class A-3 Certificates in an amount equal to the product of (a) a fraction, not greater than 1, the Second Allocation numerator of Principalwhich is the amount distributed as principal to such Class on such Distribution Date, if any; and the denominator of which is the total amount distributed as principal to all Classes of Sequential Pay Certificates from the Mortgage Loans in Group 2 on such Distribution Date, (7b) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Base Interest due and accrued Fraction for the related Interest Principal Prepayment and such Class of Certificates and (c) the aggregate amount of Yield Maintenance Charges collected on such Principal Prepayment during the Prepayment Period; (8) eighth, for distribution . Any Yield Maintenance Charges collected on Mortgage Loans in Group 2 during such Prepayment Period remaining after such distributions will be distributed to the Noteholders in accordance with Section 8.2(b) holders 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;X Certificate

Distributions. (a) Prior to any acceleration of the Notes pursuant to Section 5.2 of the Indenture, on On each Payment Distribution Date, the Indenture Trustee shall (based solely on the information contained in the Servicer’s Certificate delivered on or before with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period, (y) the Reserve Account Withdrawal Amount for such Distribution Date pursuant and (z) the Class N Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to Section 3.8) shall make distribute the following deposits and distributionsamounts from the Collection Account unless otherwise specified, to the extent of Available Funds the sources of funds stated to be available therefor, and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority; provided, that any amounts withdrawn from the Class N Reserve Account for distribution on such Distribution Date (including, without limitation, the Class N Reserve Account Withdrawal Amount) shall be available solely for application pursuant to clauses (xx) through (xxiv) below, and shall constitute “Total Available Funds” solely with respect to such clauses: (i) from the Total Available Funds, to the Servicer, (1) firstthe Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3, to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer; to Exeter, any amounts paid by Obligors during the related Collection Period that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables, and (4) to any successor Servicer, transition fees not to exceed $200,000 (including boarding fees) in the aggregate; (ii) from the Total Available Funds, to each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the Custodian, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent and the Owner Trustee, pro rata based on amounts due, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses and indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the Issuer, and provided that such fees, expenses and indemnities payable shall not exceed (u) $100,000 in the aggregate in any calendar year to the Owner Trustee, (v) $25,000 in the aggregate in any calendar year to the Custodian, (w) $100,000 in the aggregate in any calendar year to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees Backup Servicer (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periodsthe Backup Servicer in its capacity as the successor Servicer if so appointed), (x) and $50,000 in the aggregate in any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable calendar year to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to Asset Representations Reviewer, (y) $100,000 per annum 50,000 in the aggregateaggregate in any calendar year to the Lockbox Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor Agent); (2iii) secondfrom the Total Available Funds, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect Note Distribution Account for further distribution to prior periods; (3) third, to the Noteholders of the Class A NotesNoteholders, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable due to each the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (4vi) fourthfrom the Total Available Funds, to the Note Distribution Account for further distribution to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xix) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Principal Payment Amount; (xx) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class N Noteholders, the Noteholders’ Interest Distributable Amount for the Class N Notes for such Distribution Date; (xxi) from the Total Available Funds, to the Class N Reserve Account, the Class N Reserve Account Deposit Amount for such Distribution Date; (xxii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class N Noteholders, the amount necessary to reduce the outstanding principal balance of the Class N Notes to zero; (xxiii) from the Total Available Funds, to pay each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the Custodian, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent, the Owner Trustee and any successor Servicer, pro rata based on amounts due to each such party, any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxiv) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Noteholders pursuant Certificateholders in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Indenture Trustee will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii), (xv) and (xx) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and (xvii) above. Notwithstanding the foregoing, if on any Distribution Date the distribution priorities set forth in Section 8.2(b5.6(a) or Section 5.6(b) of the IndentureIndenture are applicable then all distributions of Total Available Funds on such Distribution Date will be made in accordance with such applicable section of the Indenture rather than in accordance with the priorities set forth above. (b) On each Distribution Date, the First Allocation Indenture Trustee shall apply or cause to be applied the aggregate of Principalthe amounts described in clause (iv), if any(v), (vii), (viii), (x), (xi), (xiii), (xiv), (xvi), (xvii) and (xix) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal amount of the Class A-1 Notes, until the outstanding principal amount thereof has been reduced to zero; (5ii) fifth, to the Class A-2 Noteholders in reduction of the remaining principal amount of the Class A-2 Notes, until the outstanding principal amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount of the Class A-3 Notes, until the outstanding principal amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount of the Class B Notes, until the Accrued Class B Note Interest due and accrued for the related Interest Periodoutstanding principal amount thereof has been reduced to zero; (6v) sixth, for distribution to the Class C Noteholders in accordance with Section 8.2(b) reduction of the Indenture, remaining principal amount of the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, until the Accrued Class C Note Interest due and accrued for the related Interest Periodoutstanding principal amount thereof has been reduced to zero; (8) eighth, for distribution vi) to the Class D Noteholders in accordance with Section 8.2(b) reduction of the Indenture, remaining principal amount of the Third Allocation of Principal, if any; (9) ninth, to the Noteholders of Class D Notes, until the Accrued outstanding principal amount thereof has been reduced to zero; (vii) to the Class D E Noteholders in reduction of the remaining principal amount of the Class E Notes, until the outstanding principal amount thereof has been reduced to zero. (c) The amount deposited in the Note Interest due Distribution Account pursuant to Section 5.7(a)(xxii) shall be applied to the Class N Notes, until the outstanding principal amount of the Class N Notes is reduced to zero. (d) In the event that the Collection Account is maintained with an institution other than the Indenture Trustee, the Servicer shall instruct and accrued cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (e) In the event that any withholding tax is imposed on the Holding Trust’s payment (or allocations of income) to a Holding Trust Certificateholder or the Issuer’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Holding Trust Certificateholder or Noteholder, as applicable, in accordance with this Section. The Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Holding Trust Certificateholders or Noteholders sufficient funds for the payment of any tax attributable to the Holding Trust or the Issuer, as applicable (but such authorization shall not prevent 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 a Holding Trust Certificateholder or Noteholder shall be treated as cash distributed to such Holding Trust Certificateholder or Noteholder at the time it is withheld by Holding Trust or the Issuer, as applicable, and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Holding Trust Certificateholder or a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with such Holding Trust Certificateholder or Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (f) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other depository institution having appropriate wire transfer facilities, provided that the Noteholder has furnished the Note Paying Agent with wire instructions no later than seven (7) days prior to the related Interest Period;Distribution Date (which may be standing instructions). Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (g) Subject to Section 5.1 and this section, monies received by the Indenture Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Indenture Trustee shall not be liable for any interest thereon. (h) Notwithstanding Section 5.7(a), the Servicer shall, in the same order and priority described in such Section and in accordance with the written directions of Exeter Finance LLC, direct the Indenture Trustee to distribute to Exeter Finance LLC any amounts otherwise payable to the Lockbox Bank pursuant to such Section, to the extent that such amounts were withdrawn directly by the Lockbox Bank from funds on deposit in a bank account of Exeter Finance LLC.

Distributions. (a) Prior to any acceleration of Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Indenture Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee, the Owner Trustee and the Owner TrusteeAsset Representations Reviewer, any accrued and unpaid fees (including unpaid Indenture Trustee fees or fees, Owner Trustee fees and Asset Representations Reviewer fees with respect to prior periods) and ), any reasonable expenses (including and any indemnification amounts) amounts not previously paid by Santander Consumer 14 Sale and Servicing Agreement (2017-1) (in the Servicercase of such amounts owing to the Asset Representations Reviewer) or the Servicer (in the case of such amounts owing to the Indenture Trustee or the Owner Trustee), as applicable; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Owner Trustee Asset Representations Reviewer pursuant to this clause first shall be limited to $100,000 300,000 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 Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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;

Distributions. (a) Prior to any acceleration of the Notes pursuant to Section 5.2 of the Indenture, on [RESERVED] (b) On each Payment Distribution Date, the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) Securities Administrator shall make the following deposits and distributionsdistributions from funds then available in the Certificate Account, of an amount equal to the extent of Available Interest Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1i) first, to the Indenture Trustee and the Owner TrusteeClass P Certificates, an amount equal to any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees Prepayment Charges received with respect to prior periods) the Mortgage Loans and any reasonable expenses (including indemnification amounts) not previously all amounts paid by the Servicer, the Seller or the Transferor in respect of Prepayment Charges pursuant to this Agreement or the Transfer Agreement, as applicable, and all amounts received in respect of any indemnification paid as a result of a Prepayment Charge being unenforceable in breach of the representations and warranties set forth in the Sale Agreement or the Transfer Agreement for the related Prepayment Period; (ii) to each class of the Class A-1, Class A-2 and Class R Certificates, the Current Interest and any Interest Carry Forward Amount with respect to each such class; provided, however, that fees, expenses if Interest Funds are insufficient to make a full distribution of the aggregate Current Interest and indemnification amounts payable the aggregate Interest Carry Forward Amount to the Indenture Trustee Class A-1, Class A-2 and Class R Certificates, Interest Funds will be distributed pro rata among each class of the Owner Trustee pursuant Class A-1, Class A-2 and Class R Certificates based upon the ratio of (x) the Current Interest and Interest Carry Forward Amount for each class of the Class A-1, Class A-2 and Class R Certificates to this clause first shall be limited to $100,000 per annum (y) the total amount of Current Interest and any Interest Carry Forward Amount for the Class A-1, Class A-2 and Class R Certificates in the aggregate; (2iii) secondto the Class A-3 Certificates, the Current Interest for such class and any Interest Carry Forward Amount with respect to such class; (iv) to the Class M-1 Certificates, the Current Interest for such class and any Interest Carry Forward Amount with respect to such class; (v) to the Class M-2 Certificates, the Current Interest for such class and any Interest Carry Forward Amount with respect to such class; (vi) to the Class M-3 Certificates, the Current Interest for such class and any Interest Carry Forward Amount with respect to such class; (vii) to the Class M-4 Certificates, the Current Interest for such class and any Interest Carry Forward Amount with respect to such class; (viii) to the Class M-5 Certificates, the Current Interest for such class and any Interest Carry Forward Amount with respect to such class; (ix) to the Class M-6 Certificates, the Current Interest for such class and any Interest Carry Forward Amount with respect to such class; (x) pro rata to each class of the Class B-1 Certificates, the Current Interest for each such class and any Interest Carry Forward Amount with respect to each such class; (xi) pro rata to each class of the Class B-2 Certificates, the Current Interest for each such class and any Interest Carry Forward Amount with respect to each such class; (xii) pro rata to each class of the Class B-3 Certificates, the Current Interest for each such class and any Interest Carry Forward Amount with respect to each such class; (xiii) pro rata to each class of the Class B-4 Certificates, the Current Interest for each such class and any Interest Carry Forward Amount with respect to each such class; and (xiv) any remainder pursuant to Section 4.04(f) hereof. On each Distribution Date, subject to the proviso in (ii) above, Interest Funds received on the Group One Mortgage Loans will be deemed to be distributed to the Class R and Class A-1 Certificates and Interest Funds received on the Group Two Mortgage Loans will be deemed to be distributed to the Class A-2 Certificates, in each case, until the related Current Interest and Interest Carry Forward Amount of each such class of Certificates for such Distribution Date has been paid in full. Thereafter, Interest Funds not required for such distributions are available to be applied to if necessary, to the Servicerclass or classes of Certificates that are not related to such group of Mortgage Loans. (c) [RESERVED] (d) On each Distribution Date, the Servicing Fee Securities Administrator shall make the following distributions from the Certificate Account of an amount equal to the Principal Distribution Amount in the following order of priority, and each such distribution shall be made only after all unpaid Servicing Fees distributions pursuant to Section 4.04(b) above shall have been made until such amount shall have been fully distributed for such Distribution Date: (i) to the Class A Certificates (other than the Class A-3 Certificate), the Class A Principal Distribution Amount shall be distributed as follows: (a) the Group One Principal Distribution Amount will be distributed as follows: sequentially to the Class R and Class A-1 Certificates, until the Certificate Principal Balance of each such class has been reduced to zero; (b) the Group Two Principal Distribution Amount will be distributed as follows: pro rata, to the Class A-2A Certificates and the Class A-2B Certificates until the Certificate Principal Balance of each such class has been reduced to zero; provided, however, that on and after the Distribution Date on which the aggregate Certificate Principal Balance of the Class M, Class B and Class C Certificates has been reduced to zero, any principal distributions allocated to the Class A-2A and Class A-2B Certificates are required to be allocated sequentially, to the Class A-2A Certificates until the Certificate Principal Balance thereof has been reduced to zero and then to the Class A-2B Certificates until the Certificate Principal Balance thereof has been reduced to zero; and (c) any principal distributions to the Class A-2A Certificates pursuant to clause (b) above will be distributed as follows: sequentially, to the Class A-2A1 Certificates until the Certificate Principal Balance thereof has been reduced to zero and then to the Class A-2A2 Certificates until the Certificate Principal Balance thereof has been reduced to zero; provided, however, that on and after the Distribution Date on which the aggregate Certificate Principal Balance of the Class M, Class B and Class C Certificates has been reduced to zero, any principal distributions to the Class A-2A Certificates pursuant to clause (b) above are -95- required to be allocated pro rata to the Class A-2A1 Certificates and the Class A-2A2 Certificates until the Certificate Principal Balance of each such class has been reduced to zero; (ii) to the Class A-3 Certificates, the remaining Class A Principal Distribution Amount after distributions have been made pursuant to clause (i) above; (iii) to the Class M-1 Certificates, the Class M-1 Principal Distribution Amount; (iv) to the Class M-2 Certificates, the Class M-2 Principal Distribution Amount; (v) to the Class M-3 Certificates, the Class M-3 Principal Distribution Amount; (vi) to the Class M-4 Certificates, the Class M-4 Principal Distribution Amount; (vii) to the Class M-5 Certificates, the Class M-5 Principal Distribution Amount; (viii) to the Class M-6 Certificates, the Class M-6 Principal Distribution Amount; (ix) pro rata to each class of the Class B-1 Certificates, the Class B-1 Principal Distribution Amount; (x) pro rata to each class of the Class B-2 Certificates, the Class B-2 Principal Distribution Amount; (xi) pro rata to each class of the Class B-3 Certificates, the Class B-3 Principal Distribution Amount; (xii) pro rata to each class of the Class B-4 Certificates, the Class B-4 Principal Distribution Amount; and (xiii) any remainder pursuant to Section 4.04(f) hereof. (e) [RESERVED] (f) On each Distribution Date, the Securities Administrator shall make the following distributions up to the following amounts from the Certificate Account of the remainders pursuant to Section 4.04(b)(xiv)and (d)(xiii) hereof and each such distribution shall be made only after all distributions pursuant to Sections 4.04(b) and (d) above shall have been made until such remainders shall have been fully distributed for such Distribution Date: (i) for distribution as part of the Principal Distribution Amount, the Extra Principal Distribution Amount; (ii) to the Class M-1 Certificates, any Unpaid Realized Loss Amount for such class; (iii) to the Class M-2 Certificates, any Unpaid Realized Loss Amount for such class; (iv) to the Class M-3 Certificates, any Unpaid Realized Loss Amount for such class; (v) to the Class M-4 Certificates, any Unpaid Realized Loss Amount for such class; (vi) to the Class M-5 Certificates, any Unpaid Realized Loss Amount for such class; (vii) to the Class M-6 Certificates, any Unpaid Realized Loss Amount for such class; (viii) pro rata to each class of the Class B-1 Certificates, any Unpaid Realized Loss Amount for such class; (ix) pro rata to each class of the Class B-2 Certificates, any Unpaid Realized Loss Amount for such class; (x) pro rata to each class of the Class B-3 Certificates, any Unpaid Realized Loss Amount for such class; (xi) pro rata to each class of the Class B-4 Certificates, any Unpaid Realized Loss Amount for such class; (xii) to the Class R Certificate, the Residual Excess Interest Amount; (xiii) to the Class A, Class M and Class B Certificates, on a pro rata basis, based upon outstanding Floating Rate Certificate Carryover for each such Class, the Floating Rate Certificate Carryover for each such Class; and (xiv) the remainder pursuant to Section 4.04(g) hereof. (g) on each Distribution Date, the Securities Administrator shall allocate the remainders pursuant to Section 4.04(f)(xiv) as follows: (i) to the Class C Certificates in the following order of priority, (I) the Class C Current Interest, (II) the Class C Interest Carry Forward Amount, (III) as principal on the Class C Certificate until the Certificate Principal Balance of the Class C Certificates has been reduced to zero and (IV) the Class C Unpaid Realized Loss Amount; and (ii) the remainder pursuant to Section 4.04(h) hereof. (h) On each Distribution Date, the Securities Administrator shall allocate the remainder pursuant to Section 4.04(g)(ii) hereof (i) to the Securities Administrator to reimburse amounts or pay indemnification amounts owing to the Master Servicer and the Securities Administrator pursuant to Section 6.03 and (ii) to the Class R Certificate and such distributions shall be made only after all preceding distributions shall have been made until such remainder shall have been fully distributed. (i) On each Distribution Date, after giving effect to distributions on such Distribution Date, the Securities Administrator shall allocate the Applied Realized Loss Amount for the Certificates to reduce the Certificate Principal Balances of the Class C Certificates and the Subordinate Certificates in the following order of priority: (i) to the Class C Certificates, until the Class C Certificate Principal Balance is reduced to zero; (ii) pro rata to each class of the Class B-4 Certificates until the Class B-4 Certificate Principal Balance is reduced to zero; (iii) pro rata to each class of the Class B-3 Certificates until the Class B-3 Certificate Principal Balance is reduced to zero; (iv) pro rata to each class of the Class B-2 Certificates until the Class B-2 Certificate Principal Balance is reduced to zero; (v) pro rata to each class of the Class B-1 Certificates until the Class B-1 Certificate Principal Balance is reduced to zero; (vi) to the Class M-6 Certificates until the Class M-6 Certificate Principal Balance is reduced to zero; (vii) to the Class M-5 Certificates until the Class M-5 Certificate Principal Balance is reduced to zero; (viii) to the Class M-4 Certificates until the Class M-4 Certificate Principal Balance is reduced to zero; (ix) to the Class M-3 Certificates until the Class M-3 Certificate Principal Balance is reduced to zero; (x) to the Class M-2 Certificates until the Class M-2 Certificate Principal Balance is reduced to zero; and (xi) to the Class M-1 Certificates until the Class M-1 Certificate Principal Balance is reduced to zero. (j) Subject to Section 9.02 hereof respecting the final distribution, on each Distribution Date the Securities Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if such Holder has so notified the Securities Administrator at least five (5) Business Days prior to the related Record Date or, if not, by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. Notwithstanding the foregoing, but subject to Section 9.02 hereof respecting the final distribution, distributions with respect to prior periods; Certificates registered in the name of a Depository shall be made to such Depository in immediately available funds. In accordance with this Agreement, the Servicer shall prepare and deliver a report (3the "Remittance Report") third, to the Noteholders Securities Administrator in the form of a computer readable magnetic tape (or by such other means as the Servicer and the Securities Administrator may agree from time to time) containing such data and information as to permit the Securities Administrator to prepare the Monthly Statement to Certificateholders and make the required distributions for the related Distribution Date. The Securities Administrator will prepare the Monthly Report based solely upon the information received from the Servicer. The Trustee shall promptly notify the NIMs Insurer of any proceeding or the institution of any action, of which a Responsible Officer of the Trustee has actual knowledge, seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any distribution made with respect to the Class C Certificates or the Class P Certificates. Each Holder of the Class A NotesC Certificates or the Class P Certificates, by its purchase of such Certificates and the Trustee hereby agree that the NIMs Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to such Preference Claim and (ii) the posting of any surety, supersedes or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Accrued NIMs Insurer shall be subrogated to the rights of the Trustee and each Holder of the Class A Note Interest due C Certificates and accrued for the related Interest PeriodClass P Certificates in the conduct of any such Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim; provided, however, that if there are the NIMs Insurer will not sufficient have any rights with respect to any Preference Claim set forth in this paragraph unless the indenture trustee with respect to the NIM Notes or the holder of any NIMs Notes has been required to relinquish a distribution made on the Class C Certificates, the Class P Certificates or the NIM Notes, as applicable, and the NIMs Insurer made a payment in respect of such relinquished amount. (k) The Securities Administrator is hereby directed by the Depositor to execute the Cap Contracts on behalf of the Trust Fund in the form presented to it by the Depositor and shall have no responsibility for the contents of such Cap Contract, including, without limitation, the representations and warranties contained therein. Any funds payable by the Securities Administrator under the Cap Contracts at closing shall be paid by the Depositor. Notwithstanding anything to the contrary contained herein or in any Cap Contract, except as set forth in Section 11 of each Cap Contract, the Securities Administrator shall not be required to make any payments to the counterparty under any Cap Contract. Any payments received under the terms of the related Cap Contract will be available to pay the entire amount holders of the Accrued related Class A Note InterestA, the amounts available will be applied Class M and Class B Certificates up to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourthany Floating Rate Certificate Carryovers remaining after all other distributions required under this Section 4.04 are made on such Distribution Date, for distribution other than Floating Rate Certificate Carryovers attributable to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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;fact that Applied Realized Loss Amo

Distributions. (a) Prior From time to any acceleration time and not less than monthly, the Board of Directors shall review the Notes Company’s accounts to determine whether the Company has available cash which is not necessary to retain and can be distributed to its Members. The Board of Directors shall cause the Company to set aside adequate reserves for normal replacements and contingencies (but not for the payment of fees payable to the Manager). The Company shall make Distributions to the Members pursuant to this Section 5.2 of the Indenture, on each Payment Date, the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.89.2(a) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priorityas follows: (1i) firstFirst, subject to the Indenture Trustee and the Owner Trusteerights of any holders of Preferred Shares specified in any Share Designation, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first distributions shall be limited to $100,000 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 Noteholders of allocated among the Class A NotesShares, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note InterestT Shares, the amounts available will be applied Class I Shares, the Class D and the Class FA Shares (as well as any subsequently authorized Class) pro rata in proportion to the payment outstanding shares of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of PrincipalClass, if any; (5ii) fifthSecond, the Distributions allocable to any given Class pursuant to Section 9.2(a)(i) shall be distributed among the respective holders of Shares of such Class pro rata based on their Percentage Interests of such Class (with (x) the amount of the Distribution Fee payable by the Company with respect to Class T Shares being deducted from the Distributions available to Class T Shares pursuant to Section 9.2(a)(i) and reserved by the Company for payment or paid by the Company to the Noteholders Managing Dealer which amounts shall be deemed distributed to such holders of Class T Shares, (y) the amount of the Distribution Fee payable by the Company with respect to Class B NotesD Shares being deducted from the Distributions available to Class D Shares pursuant to Section 9.2(a)(i) and reserved by the Company for payment or paid by the Company to the Managing Dealer which amounts shall be deemed distributed to such holders of Class D Shares and (z) the amount of the Management Fee and Incentive Fee payable by the Company with respect to each Class of Shares being deducted from the Distributions available to each such Class of Shares pursuant to Section 9.2(a)(i) and reserved by the Company for payment or paid by the Company to the Manager). (b) Following the Commencement of the Initial Public Offering, the Accrued Class B Note Interest due and accrued Company will make no Distributions of in-kind property except for Distributions of readily marketable securities, distributions of beneficial interests in a liquidating trust established for the related Interest Period; (6) sixth, for distribution to dissolution of the Noteholders Company or Distributions in connection with the liquidation of the assets in accordance with Section 8.2(bthe terms of this Agreement unless: (i) the Board of Directors advises each Member of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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 risks associated with Section 8.2(b) direct ownership of the Indentureproperty, (ii) the Third Allocation Board of PrincipalDirectors offers each Member the election of receiving in-kind property Distributions, if any; and (9iii) ninththe Company distributes in-kind property only to those Members who accept such offer by the Board of Directors. A Member, regardless of the nature of the Member’s Capital Contribution, has no right to demand and receive any distribution from the Noteholders of Class D Notes, the Accrued Class D Note Interest due and accrued for the related Interest Period;Company in any form other than money.

Distributions. (a) Prior to any acceleration of the Notes pursuant to Section 5.2 of the Indenture, on each Payment Date, the Indenture Trustee (based on information contained in in, and as directed by, the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds Funds, Advances made on such Payment Date pursuant to Section 4.3(c) and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1i) first, to the Indenture Trustee and the Owner TrusteeServicer (or any predecessor Servicer, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periodsif applicable) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum in the aggregatefor reimbursement of all outstanding Advances; (2ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3iii) third, to the Noteholders of the Class A NotesNoteholders, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notesowed; (4iv) fourth, to the Principal Distribution Account for distribution to the Noteholders pursuant to Section 8.2(b8.2(c) of the Indenture, the First Allocation of Principal, if anyPrincipal Distribution Amount; (5v) fifth, to the Noteholders 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 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 (vii) seventh, to or at the direction of the Class B 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 Accrued Class B Note Interest due and accrued for Indenture Trustee shall apply all amounts on deposit in the related Interest Period; (6) sixth, for distribution Collection Account pursuant to the Noteholders in accordance with Section 8.2(b5.4(b) of the Indenture, the Second Allocation of Principal, if any;. (7b) seventhAfter the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders or in accordance with Section 8.2(b) of the Indenture, instructions provided from time to time by 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;Certificateholder.

Distributions. (a) Prior to any acceleration of the Notes pursuant to Section 5.2 of the Indenture, on On each Payment Distribution Date, the Indenture Trustee (based on information contained Paying Agent, in accordance with the report delivered for such day pursuant to SECTION 5.1(a), shall withdraw from amounts deposited in the Servicer’s Series 2001-A Certificate delivered on or before Account during the related Determination Date pursuant Related Collection Period such amount of funds as are necessary to Section 3.8) provide for the payments set forth below and shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, payments in the following order of priorityon such Distribution Date: (1i) firstFIRST, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to the Trustee and the Servicer, respectively; (ii) SECOND, an amount equal to the Quarterly Interest due on such Distribution Date and any Additional Amounts with respect to the Series 2001-A Series shall be distributed PRO RATA to each Series 2001-A Certificateholder; (iii) THIRD, if (but only if) a Series 2001-A Rapid Amortization Period has not commenced, an amount equal to the Series 2001-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2001-A Certificateholder; (iv) FOURTH, if (but only if) a Series 2001-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2001-A Certificate Balance shall be distributed PRO RATA to each Series 2001-A Certificateholder; (v) FIFTH, to the Indenture Trustee and the Owner Trustee, Holders of Certificates of any Series or other Persons to whom any other accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by or other obligations payable from the Servicer; providedTrust Assets are payable, however, that fees, expenses and indemnification amounts payable an amount up to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum in the aggregateaggregate of such unpaid obligations; (2vi) secondSIXTH, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis Subordinated Certificateholders PRO RATA based on the principal amount of interest payable each Subordinated Certificate held by such Person in an amount not to each Class exceed the outstanding balance of Class A Notes;such Subordinated Certificates; and (4vii) fourthSEVENTH, for distribution all remaining amounts to the Noteholders pursuant to Section 8.2(b) Sellers as Holders of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders Sellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, in each case by wire transfer. (b) The Paying Agent shall make all distributions to each Series 2001-A Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 8.2(b) 9.3 of the Indenture, Master Trust Agreement respecting a final distribution). Such distributions shall be made PRO RATA to each Series 2001-A Certificateholder (based on the Second Allocation ratio of Principal, if any; (7) seventh, the portion of the Series 2001-A Certificate Balance represented by each Series 2001-A Certificate held by such Certificateholder to the Noteholders of Class C Notes, Series 2001-A Certificate Balance) by wire transfer to each Series 2001-A Certificateholder as such Person's address appears on 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;Certificate Register.

Distributions. (a) Prior The Servicer shall calculate all amounts required to any acceleration of the Notes be deposited pursuant to this Section and deliver a Servicer’s Certificate two Business Days prior to each Payment Date pursuant to Section 5.2 4.09. (b) On each Payment Date, except as specified in Section 5.04(b) of the Indenture, on each Payment Date, 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 Determination two Business Days prior to each Payment Date pursuant to Section 3.84.09) shall to make the following deposits and distributions, to the extent of distributions from Available Funds and the Reserve Account Draw Amount, Amounts on deposit in the Collection Account, and to the extent of any Reserve Account for such Payment Date, Withdrawal Amount from amounts withdrawn from the Reserve Account in the following order of and priority: (1i) firstto the 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 interest 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, of the amount of interest payable to the Class A Noteholders on those prior 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; (iii) to the 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 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 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; (x) to the Reserve Account, from Available Amounts remaining, the amount, if any, necessary to cause the amount on deposit in that account to equal the Reserve Account Required Amount; (xi) to the Indenture Trustee and the Owner Trustee, any accrued reimbursements and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect expenses, in each case to prior periods) the extent such reimbursements and any reasonable expenses (including indemnification amounts) have not been previously paid by the Servicer; provided, however, that fees, expenses Servicer and indemnification amounts payable to the Indenture Trustee Securities Intermediary, any accrued and unpaid indemnification expenses owed to it; and (xii) any Available Amounts remaining, if any, to the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum or its agent, for deposit into the Certificate Distribution Account (as defined in the aggregate; (2Trust Agreement) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for subsequent distribution to the Noteholders Certificateholder pursuant to Section 8.2(b) 5.01 of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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;Trust Agreement.

Distributions. (a) Prior The Servicer shall calculate all amounts required to any acceleration of be deposited pursuant to this Section and deliver a Servicer’s Certificate on or before the Notes second Business Day prior to each Payment Date pursuant to Section 5.2 4.09. (b) On each Payment Date, except as specified in Section 5.04(b) of the Indenture, on each Payment Date, 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 Determination second Business Day prior to each Payment Date pursuant to Section 3.84.09) shall to make the following deposits and distributions, to the extent of distributions from Available Funds and the Reserve Account Draw Amount, Amounts on deposit in the Collection Account for such Payment DateAccount, including amounts deposited pursuant to Section 5.06(b), in the following order of and priority: (1i) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum in the aggregate; (2) second, to the Servicer, the Servicing Fee and all Fee, including any unpaid Servicing Fees with respect to one or more prior periodsCollection Periods, and Advances not previously reimbursed to the Servicer; (3ii) third, to the Noteholders of the Class A NotesNoteholders, (a) the Accrued Class A Note Interest due and aggregate amount of interest accrued for the related Interest PeriodPeriod 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; providedand (b) the excess, if any, of the amount of interest payable to the Class A Noteholders on those prior 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; provided that if there are not sufficient funds available to pay the entire amount of the Accrued accrued and unpaid interest on the Class A Note InterestNotes, the amounts available will shall be applied to the payment of such interest on the Class A Notes on a pro rata basis based on upon the amount of interest payable to due on each Class of Class A Notes; (4iii) fourthto the Noteholders, for distribution to the Noteholders pursuant to Section 8.2(b8.02(d) of the Indenture, the First Allocation of PrincipalPriority Principal Distribution Amount, if any; (5iv) fifth, to the Noteholders of the Class B NotesNoteholders, (a) the Accrued Class B Note Interest due and aggregate amount of interest accrued for the related Interest PeriodPeriod on each of the Class 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; (6v) sixthto the Noteholders, for distribution pursuant to the Noteholders in accordance with Section 8.2(b8.02(d) of the Indenture, the Second Allocation of PrincipalPriority Principal Distribution Amount, if any; (7vi) seventh, to the Noteholders of Class C NotesNoteholders, (a) the Accrued Class C Note Interest due and aggregate amount of interest accrued for the related Interest PeriodPeriod 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; (8) eighthvii) to the Noteholders, for distribution pursuant to the Noteholders in accordance with Section 8.2(b8.02(d) of the Indenture, the Third Allocation of PrincipalRegular Principal Distribution Amount; (viii) to the Reserve Account, from Available Amounts remaining, the amount, if any; , necessary to cause the amount on deposit in that account to equal the Reserve Account Required Amount; (9ix) ninth, to the Noteholders Indenture Trustee and the Owner Trustee, any reimbursements, expenses and indemnification amounts, in each case to the extent such reimbursements, expenses and indemnification amounts have not been previously paid by the Servicer and to the Securities Intermediary, any accrued and unpaid indemnification expenses owed to it; and (x) to the Owner Trustee or its agent, any remaining Available Amounts indicated in the Servicer’s Report to be for deposit into the Certificate Distribution Account (as defined in the Trust Agreement) for subsequent distribution to the Certificateholder pursuant to Section 5.02 of Class D Notes, the Accrued Class D Note Interest due and accrued for the related Interest Period;Trust Agreement.

Distributions. (a) Prior On each Payment Date prior to any acceleration of the Notes pursuant to Section 5.2 5.02 of the Indenture, on each Payment Date, the Indenture Trustee (based solely on information contained in in, and as directed by, the related Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8Monthly Certificate) shall make the following deposits and distributions, to the extent of apply Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, to make the following payments and deposits in the following order of priority: (1i) first, pro rata, to (A) the Indenture Trustee Servicer, the Servicing Fee, and to any Backup Servicer, the Owner TrusteeBackup Servicing Fee, any in each case for the related Collection Period and all accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees Servicing Fees and Backup Servicing Fees with respect to prior periodsCollection Periods and (B) and any reasonable expenses Successor Servicer, Transition Costs not to exceed $200,000 (including indemnification amountsboarding fees) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum in the aggregate; (2ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) thirdpro rata, to the Noteholders of the Class A NotesA-1 Noteholders, the Accrued Class A A-1 Note Interest due and accrued for the related Interest Period; providedto the Class A-2 Noteholders, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A A-2 Note InterestInterest for the related Interest Period; to the Class A-3 Noteholders, the amounts available will be applied Accrued Class A-3 Note Interest for the related Interest Period; and to the payment of such interest on Class A-4 Noteholders, the Accrued Class A Notes on a pro rata basis based on A-4 Note Interest for the amount of interest payable to each Class of Class A Notesrelated Interest Period; (4iii) fourththird, to the Principal Distribution Account for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture5.04(b), the First Allocation of Principal, if any; (5iv) fifthfourth, to the Noteholders of the Class B NotesNoteholders, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6v) sixthfifth, to the Principal Distribution Account for distribution to the Noteholders in accordance with pursuant to Section 8.2(b) of the Indenture5.04(b), the Second Allocation of Principal, if any; (7vi) seventhsixth, to the Noteholders of Class C NotesNoteholders, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighthvii) seventh, to the Principal Distribution Account for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture5.04(b), the Third Allocation of Principal, if any; ; (9viii) eighth, to the Reserve Account, any additional amounts required to increase the amount in the Reserve Account up to the Reserve Account Required Amount; (ix) ninth, to the Principal Distribution Account for distribution to the Noteholders in accordance with Section 5.04(b), the Regular Principal Distribution Amount, if any; (x) tenth, pro rata, to (A) the Owner Trustee, the Indenture Trustee, the Administrator and the Asset Representations Reviewer, accrued and unpaid fees, reasonable expenses and indemnification amounts due and owing under this Agreement, the Trust Agreement, the Administration Agreement and the Indenture, as applicable, which have not been previously paid, and to or at the direction of Class D the Issuer, any expenses of the Issuer incurred under the Basic Documents and (B) any Successor Servicer, Transition Costs in excess of the related cap and annual limitation in clause (i) above; and (xi) eleventh, to the Certificate Distribution Account, any funds remaining for distribution to the Certificateholders. Notwithstanding any other provision of this Section, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Accrued Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.04(b) of the Indenture. (b) Prior to the acceleration of the Notes pursuant to Section 5.02 of the Indenture, on each Payment Date and the Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Principal Distribution Account to Noteholders in respect of principal of the Notes to the extent of the funds therein in the following order of priority: (i) first, to the Holders of the Class D Note Interest due and accrued for A-1 Notes, until the related Interest PeriodClass A-1 Notes have been paid in full; (ii) second, to the Holders of the Class A-2 Notes, until the Class A-2 Notes have been paid in full; (iii) third, to the Holders of the Class A-3 Notes, until the Class A-3 Notes have been paid in full; (iv) fourth, to the Holders of the Class A-4 Notes, until the Class A-4 Notes have been paid in full; (v) fifth, to the Holders of the Class B Notes, until the Class B Notes have been paid in full; and (vi) sixth, to the Holders of the Class C Notes, until the Class C Notes have been paid in full.

Distributions. (a) Prior to any acceleration of On each Distribution Date, in accordance with the Notes pursuant to Section 5.2 of the Indenture, on each Payment DateServicer’s Certificate, the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant shall cause to Section 3.8) shall make the following deposits and distributions, be distributed to the extent of Available Funds and the Reserve Account Draw Amount, Noteholders all amounts on deposit in the Collection Note Distribution Account for such Payment (subject to the Depositor’s rights to Investment Earnings pursuant to Section 8.2(a)(ii) hereof) in the following order of priority and in the amounts determined as described below: (i) On each Distribution Date, the amount deposited in the Note Distribution Account in respect of interest on the Notes shall be applied in the following order of priority, to the extent of remaining funds after all earlier priorities have been satisfied, and any amount so applied shall be paid on such Distribution Date to the holders of Notes of each applicable Class: (1A) first, the Aggregate Class A Interest Distributable Amount shall be paid to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 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 Noteholders holders of the Class A Notes; (B) the Aggregate Class B Interest Distributable Amount shall be paid to the holders of the Class B Notes; (C) the Aggregate Class C Interest Distributable Amount shall be paid to the holders of the Class C Notes; (D) the Aggregate Class D Interest Distributable Amount shall be paid to the holders of the Class D Notes; (E) the Aggregate Class E Interest Distributable Amount shall be paid to the holders of the Class E Notes; and (F) the Aggregate Class N Interest Distributable Amount shall be paid to the holders of the Class N Notes; provided however, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to so pay the entire amount specified in any of the Accrued foregoing priorities for a particular Class A of Notes, then the amount available for such Class of Notes shall be paid to the Holders thereof ratably on the basis of the total amount of accrued and unpaid interest owing to each such Holder. (ii) The amount deposited in the Note InterestDistribution Account pursuant to Section 2.7(b) (v), the amounts available will (vii), (ix), (xi), (xiii) and (xv), as applicable, shall be applied to each Class of Notes in the payment following amounts and in the following order of priority and any amount so applied shall be paid on such Distribution Date to the Holders of such interest on Class of Notes: (1) to the Class A-1 Notes, an amount equal to the excess of the then outstanding principal amount of the Class A Notes on a pro rata basis based on over the Target Balance for the Class A Notes for such Distribution Date, until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) to the Class A-2 Notes, only after the principal amount of interest payable the Class A-1 Notes has been reduced to each Class zero, an amount equal to the excess of the then outstanding principal amount of the Class A Notes over the Target Balance for the Class A Notes for such Distribution Date, until the Outstanding Amount of the Class A-2 Notes is reduced to zero (3) to the Class B Notes, an amount equal to the excess of the then outstanding principal amount of the Class B Notes over the Target Balance for the Class B Notes for such Distribution Date, until the Outstanding Amount of the Class B Notes is reduced to zero; (4) fourth, for distribution to the Noteholders pursuant Class C Notes, an amount equal to Section 8.2(b) the excess of the Indenturethen outstanding principal amount of the Class C Notes over the Target Balance for the Class C Notes for such Distribution Date, until the First Allocation Outstanding Amount of Principal, if anythe Class C Notes is reduced to zero; (5) fifth, to the Noteholders Class D Notes, an amount equal to the excess of the then outstanding principal amount of the Class B Notes, D Notes over the Accrued Class B Note Interest due and accrued Target Balance for the related Interest Period;Class D Notes for such Distribution Date, until the Outstanding Amount of the Class D Notes is reduced to zero; and (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) Class E Notes, an amount equal to the excess of the Indenturethen outstanding principal amount of the Class E Notes over the Target Balance for the Class E Notes for such Distribution Date, until the Second Allocation Outstanding Amount of Principal, if any;the Class E Notes is reduced to zero. (7iii) seventh, The amount deposited in the Note Distribution Account pursuant to Section 2.7(b)(xviii) shall be applied to the Noteholders of Class C N Notes, until 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) Outstanding Amount of the Indenture, the Third Allocation of Principal, if any; (9) ninth, Class N Notes is reduced to the Noteholders of Class D Notes, the Accrued Class D Note Interest due and accrued for the related Interest Period;zero.

Distributions. (a) Prior to any acceleration On each Distribution Date, the Certificate Administrator, on behalf of the Notes Trustee, will first distribute the Prepayment Charges collected on the Group I Mortgage Loans and on the Group II Mortgage Loans during the prior Prepayment Period to the Holders of the Class P Certificates. After making that distribution, the Certificate Administrator, on behalf of the Trustee, shall (based solely on the information provided to the Trustee by the Certificate Administrator pursuant to Section 5.2 4.03 hereof) withdraw from the Distribution Account that portion of REMIC Available Funds for such Distribution Date consisting of the Indenture, on each Payment Interest Remittance Amount for such Distribution Date, the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall and make the following deposits disbursements and distributionstransfers in the order of priority described below, in each case to the extent of Available Funds the Interest Remittance Amount remaining for such Distribution Date: (i) On each Distribution Date, the Certificate Administrator, on behalf of the Trustee, will distribute, pro rata from both the Group I Interest Remittance Amount and the Reserve Account Draw Group II Interest Remittance Amount, the Certificate Administrator Fee which is due on deposit in that Distribution Date to the Collection Account for such Payment DateCertificate Administrator. After making that distribution, the Certificate Administrator, on behalf of the Trustee, will then apply the remaining Interest Remittance Amount to the payment of interest then due on the certificates in the following order of priority: (1A) first, on each Distribution Date prior to the Indenture Trustee Class I Termination Date, payable from the Group I Interest Remittance Amount and the Owner TrusteeGroup II Interest Remittance Amount, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and Holders of the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum in Class I Certificates, the aggregateClass I Monthly Interest Distributable Amount; (2B) second, concurrently, with equal priority of payment: (I) payable solely from the Group I Interest Remittance Amount for that Distribution Date or, to the Servicerextent that the Group I Interest Remittance Amount is less than the related REMIC Monthly Interest Distributable Amount for the Class A-1 Certificates, also from the Group II Cross Collateralization Amount for that Distribution Date, to the Holders of the Class A-1 Certificates, the Servicing Fee and all unpaid Servicing Fees with respect to prior periodsREMIC Monthly Interest Distributable Amount for such Class; (3II) thirdpayable solely from the Group II Interest Remittance Amount for that Distribution Date or, to the Noteholders extent that the Group II Interest Remittance Amount is less than the related REMIC Monthly Interest Distributable Amount for the Class A-2 Certificates, also from the Group I Cross Collateralization Amount for that Distribution Date, to the Holders of the Class A NotesA-2 Certificates, the Accrued Class A Note REMIC Monthly Interest due Distributable Amount for such Class; and (III) payable from both the Group I Interest Remittance Amount and accrued for the related Group II Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note InterestRemittance Amount, the amounts available will Class AIO Monthly Interest Distributable Amount, which shall be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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;paid as follows:

Distributions. (a) Prior On each Distribution Date (or, if both the Accounts are not maintained by the Trustee, on the Business Day immediately preceding each Distribution Date), the Trustee shall cause to any acceleration be made the following transfers and distributions in immediately available funds in the amounts set forth in the Servicer's Certificate for such Distribution Date: (i) from the Payahead Account (or directly from the Servicer in the case of Payments Ahead held by the Notes Servicer pursuant to Section 5.2 of 4.02(b) or (c)) to the IndentureCollection Account, on the aggregate Applied Payments Ahead; and (ii) if the Servicer is not permitted to hold Payments Ahead pursuant to Section 4.02(b) or (c), from the Collection Account to the Payahead Account, the aggregate Payments Ahead for the related Collection Period. (b) On each Payment Determination Date, the Indenture Trustee (based Servicer shall calculate the Available Interest, the Available Principal, the Class A Distributable Amount, the Class B Distributable Amount, the amount to be distributed to Certificateholders of each Class and all other distributions to be made on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant Distribution Date. (c) The rights of the Class B Certificateholders to Section 3.8) receive distributions in respect of the Class B Certificates shall be and hereby are subordinated to the rights of the Class A Certificateholders to receive distributions in respect of the Class A Certificates to the extent provided in this Section. On each Distribution Date, the Trustee shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in distributions from the Collection Account for such Payment Date, in the following order of priority: (1) first, to priority and in the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by amounts set forth in the Servicer's Certificate for such Distribution Date; provided, however, that feesexcept as otherwise provided in Sections 4.05(a) or 4.06(a), expenses and indemnification amounts payable such distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period: (i) to the Indenture Trustee and the Owner Trustee Servicer from Available Interest or Available Principal, any payments in respect of Nonrecoverable Advances required pursuant to this clause first shall be limited to $100,000 per annum in the aggregateSection 4.04(c); (2ii) second, to the Servicer, from Available Interest (after giving effect to any reduction in Available Interest described in clause (i) above), the Total Servicing Fee and all (including any unpaid Total Servicing Fees with respect to from one or more prior periodsCollection Periods); (3iii) third, to the Noteholders Class A Certificateholders of record, from Available Interest (after giving effect to the reduction in Available Interest described in clauses (i) and (ii) above), an amount equal to the sum of the Class A Notes, the Accrued Interest Distributable Amount and any outstanding Class A Note Interest due and accrued for Carryover Shortfall from the related immediately preceding Distribution Date and, if such Available Interest Period; providedis insufficient, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes Certificateholders will receive such shortfall first, from the Class B Percentage of Available Principal and second, if such amounts are still insufficient, from monies on a pro rata basis based on deposit in the amount of interest payable to each Class of Class A NotesReserve Fund; (4iv) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) Class B Certificateholders of the Indenturerecord, the First Allocation of Principal, if any; from Available Interest (5) fifth, after giving effect to the Noteholders reduction in Available Interest described in clauses (i), (ii) and (iii) above), an amount equal to the sum of the Class B NotesInterest Distributable Amount and any outstanding Class B Interest Carryover Shortfall from the immediately preceding Distribution Date and, if such Available Interest is insufficient, the Accrued Class B Note Interest due and accrued for Certificateholders will receive such shortfall from monies on deposit in the related Interest PeriodReserve Fund; (6v) sixth, for distribution to the Noteholders Class A Certificateholders of record, from Available Principal (after giving effect to any reduction in accordance with Section 8.2(bAvailable Principal described in clauses (i) and (iii) above), an amount equal to the sum of the IndentureClass A Principal Distributable Amount and any outstanding Class A Principal Carryover Shortfall from the immediately preceding Distribution Date and, if such Available Principal is insufficient, the Second Allocation Class A Certificateholders will receive such shortfall first, from Available Interest (after giving effect to the reduction in Available Interest described in clauses (i) through (iv) above) and second, if such amounts are still insufficient, from monies on deposit in the Reserve Fund; and (vi) to the Class B Certificateholders of Principalrecord, from Available Principal (after giving effect to the reduction in Available Principal described in clauses (i), (iii) and (v) above), an amount equal to the sum of the Class B Principal Distributable Amount and any outstanding Class B Principal Carryover Shortfall from the immediately preceding Distribution Date and, if such Available Principal is insufficient, the Class B Certificateholders will receive such shortfall first, from Available Interest (after giving effect to the reduction in Available Interest described in clauses (i) through (v) above) and second, if such amounts are still insufficient, from monies on deposit in the Reserve Fund. (d) On each Distribution Date, the Trustee shall deposit any Excess Amounts into the Reserve Fund until the amount on deposit therein equals the Specified Reserve Fund Balance and shall distribute the remainder, if any; (7) seventh, to the Noteholders Seller. (e) Subject to Section 10.01 respecting the final payment upon retirement of Class C Noteseach Certificate, the Accrued Servicer shall on each Distribution Date instruct the Trustee to distribute to each Certificateholder of any Class C Note Interest due and accrued for of record on the related Interest Period; Record Date by check mailed to such Certificateholder at the address of such Holder appearing in the Certificate Register (8) eighthor, for distribution if DTC, its nominee or a Clearing Agency is the relevant Certificateholder, by wire transfer of immediately available funds or pursuant to the Noteholders in accordance with Section 8.2(b) of the Indentureother arrangements), the Third Allocation of Principal, if any; (9) ninth, amount to the Noteholders of Class D Notes, the Accrued Class D Note Interest due and accrued for the related Interest Period;be distributed to such Certificateholder pursuant to such Holder's Certificates.

Distributions. (a) Prior In the event that, pursuant to any acceleration a dissolution of the Notes pursuant to Section 5.2 of the Indenture, on each Payment DateSponsor, the Indenture Trustee (based on information contained in Sponsor distributes all of its Registrable Securities to its members, the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first Founder Holders shall be limited to $100,000 per annum in treated as the aggregate; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest PeriodSponsor hereunder; provided, that if there are such Founder Holders, taken as a whole, shall not sufficient funds available be entitled to pay the entire amount rights in excess of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest those conferred on the Class A Notes on Sponsor, as if the Sponsor remained a pro rata basis based single entity party to this Agreement. (b) In the event that any ▇▇▇▇▇▇▇ Equityholder (i) distributes all of its Registrable Securities to its direct equity holders or (ii) contributes all of its Registrable Securities to a controlled Affiliate, which Affiliate must be a Permitted Transferee, such distributees or contributees, as applicable, shall be treated as such ▇▇▇▇▇▇▇ Equityholder hereunder; provided, that such distributees or contributees, taken as a whole, shall not be entitled to rights in excess of those conferred on the amount of interest payable ▇▇▇▇▇▇▇ Equityholders, as if they remained a single party to each Class of Class A Notes;this Agreement. (4c) fourthIn the event that any IVP Equityholder (i) distributes all of its Registrable Securities to its direct equity holders or (ii) contributes all of its Registrable Securities to a controlled Affiliate, for distribution which Affiliate must be a Permitted Transferee, such distributees or contributees, as applicable, shall be treated as such IVP Equityholder hereunder; provided, that only the IVP Representative shall be entitled to take any action hereunder that any such IVP Equityholder is entitled to take; provided, further, that such distributees or contributees, taken as a whole, shall not be entitled to rights in excess of those conferred on the Noteholders pursuant IVP Equityholders, as if they remained a single party to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any;this Agreement. (5d) fifthIn the event that any PEM Equityholder (i) distributes all of its Registrable Securities to its direct equity holders or (ii) contributes all of its Registrable Securities to a controlled Affiliate, which Affiliate must be a Permitted Transferee, such distributees or contributees, as applicable, shall be treated as such PEM Equityholder hereunder; provided, that such distributees or contributees, taken as a whole, shall not be entitled to rights in excess of those conferred on the Noteholders of the Class B NotesPEM Equityholders, the Accrued Class B Note Interest due and accrued for the related Interest Period;as if they remained a single party to this Agreement. (6e) sixthIn the event that any Francisco Partners Equityholder (i) distributes all of its Registrable Securities to its direct equity holders or (ii) contributes all of its Registrable Securities to a controlled Affiliate, for distribution which Affiliate must be a Permitted Transferee, such distributees or contributees, as applicable, shall be treated as such Francisco Partners Equityholder hereunder; provided, that only the FP Representative shall be entitled to take any action hereunder that any such Francisco Partners Equityholder is entitled to take; provided, further, that such distributees or contributees, taken as a whole, shall not be entitled to rights in excess of those conferred on the Noteholders in accordance with Section 8.2(b) of the IndentureFrancisco Partners Equityholders, the Second Allocation of Principal, as if any;they remained a single party to this Agreement. (7f) seventhIn the event that the Temasek Equityholder (i) distributes all of its Registrable Securities to its direct equity holders or (ii) contributes all of its Registrable Securities to a controlled Affiliate, which Affiliate must be a Permitted Transferee, such distributees or contributees, as applicable, shall be treated as such Temasek Equityholder hereunder; provided, that such distributees or contributees, taken as a whole, shall not be entitled to rights in excess of those conferred on the Noteholders of Class C NotesTemasek Equityholder, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution as if it remained a single party 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;this Agreement

Distributions. (a) Prior to any acceleration of the Notes pursuant to Section 5.2 of the Indenture, on On each Payment Distribution Date, the Indenture Trustee Securities Administrator shall distribute out of Interest Funds, to the holder of the Class ES Certificates, the Class ES Distribution Amount for such Distribution Date. (based on information contained in b) On each Distribution Date, the Servicer’s Certificate delivered on or before Securities Administrator shall distribute from Interest Funds remaining after the related Determination Date distributions pursuant to Section 3.8clause (a) shall make the following deposits and distributionsabove, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit available in the Collection Account for such Payment DateCertificate Account, in the following order of priority: (1i) first, to the Indenture Trustee and the Owner TrusteeCertificate Insurer, any accrued and unpaid fees Certificate Insurer Premiums for such Distribution Date; (including unpaid Indenture Trustee fees or Owner Trustee fees ii) to each class of the Class A Certificates, concurrently, any Current Interest and any Interest Carry Forward Amount with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicereach such class; provided, however, that fees, expenses and indemnification amounts payable if Interest Funds remaining after distributions pursuant to clause (a) above are insufficient to make a full distribution of the Indenture Trustee aggregate Current Interest and the Owner Trustee pursuant aggregate Interest Carry Forward Amount to this clause first shall each Class of the Class A Certificates, Interest Funds will be limited distributed pro rata among each class of the Class A Certificates based upon the ratio of (x) the Current Interest and Interest Carry Forward Amount for such class to $100,000 per annum (y) the total amount of Current Interest and any Interest Carry Forward Amount for the Class A Certificates in the aggregate; (2iii) secondto the Certificate Insurer, any Certificate Insurer Reimbursement Amounts; (iv) to the Class M-1 Certificates, the Current Interest and any Interest Carry Forward Amount with respect to such class; (v) to the Class M-2 Certificates, the Current Interest and any Interest Carry Forward Amount with respect to such class; (vi) to the Class M-3 Certificates, the Current Interest and any Interest Carry Forward Amount with respect to such class; (vii) to the Class M-4 Certificates, the Current Interest and any Interest Carry Forward Amount with respect to such class; (viii) to the Class M-5 Certificates, the Current Interest and any Interest Carry Forward Amount with respect to such class; (ix) to the Class M-6 Certificates, the Current Interest and any Interest Carry Forward Amount with respect to such class; (x) to the Class B-1 Certificates, the Current Interest and any Interest Carry Forward Amount with respect to such class; (xi) to the Class B-2 Certificates, the Current Interest and any Interest Carry Forward Amount with respect to such class; (xii) to the Class B-3 Certificates, the Current Interest and any Interest Carry Forward Amount with respect to such class; and (xiii) any remainder pursuant to Section 5.05(f) hereof. On each Distribution Date, subject to the proviso in (ii) above, Interest Funds received on the Group I Mortgage Loans will be deemed to be distributed to the Class R Certificate and Group I Senior Certificates and Interest Funds received on the Group II Mortgage Loans will be deemed to be distributed to the Group II Senior Certificates, in each case, until the related Current Interest and Interest Carry Forward Amount of each such class of Certificates for such Distribution Date has been paid in full. Thereafter, Interest Funds not required for such distributions are available to be applied, if necessary, to the Servicerclass or classes of Certificates that are not related to such group of Mortgage Loans. (c) [RESERVED]. (d) On each Distribution Date, the Servicing Fee Securities Administrator shall make the following distributions from the Certificate Account of an amount equal to the Principal Distribution Amount (other than Extra Principal Distribution Amount) in the following order of priority, and each such distribution shall be made only after all unpaid Servicing Fees with respect distributions pursuant to prior periodsSection 5.05(b) above (excluding Section 5.05(b)(xiii)) shall have been made until such amount shall have been fully distributed for such Distribution Date: (i) to the Certificate Insurer, any Certificate Insurer Reimbursement Amounts, to the extent not otherwise paid pursuant to Section 5.05(b)(iii); (3ii) third, to the Noteholders of the Class A Notesand Class R Certificates, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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;Principal Distribution Amount as follows:

Distributions. (a) Prior to any acceleration of the Notes pursuant to Section 5.2 of the Indenture, on On each Payment Distribution Date, the Indenture Trustee Administrator shall (based solely on the information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant with respect to Section 3.8such Distribution Date) shall make distribute the following deposits and distributionsamounts from and, to the extent of of, Available Funds and the Reserve Account Draw Amount, on deposit in with respect to the Collection Account for Period immediately preceding such Payment Distribution Date, in the following order of priority: (1i) firstto the Servicer, if HSBC Finance is no longer acting as Servicer, the Servicing Fee for the related Collection Period; (ii) to the Administrator, the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable unreimbursed costs and expenses (including indemnification amounts) to any successor Servicer, reasonable transition expenses in an amount not to exceed $100,000 per servicing transfer), in each case, to the extent such fees have not been previously paid by the Servicer; providedServicer or the Seller; (iii) to the Class A Noteholders in proportion to the interest due on each Class of Notes, howeverthe Class A Interest Distributable Amount; (iv) to the Class A Noteholders, that feesthe Class A Minimum Principal Distributable Amount; (v) to the Reserve Account, expenses and indemnification amounts payable the Reserve Account Shortfall Amount, if any; (vi) to the Class A Noteholders, the Class A Additional Principal Distributable Amount; (vii) to the Administrator, the Indenture Trustee and the Owner Trustee pursuant Trustee, any accrued and unpaid indemnity amounts, in each case, to this clause first shall be limited to $100,000 per annum in the aggregateextent such amounts have not been previously paid by the Servicer or the Seller; (2viii) second, to if HSBC Finance is acting as the Servicer, the Servicing Fee for the related Collection Period (unless the Servicer has retained such amount in accordance with Section 4.8 of the Sale and all unpaid Servicing Fees Agreement) or if a successor Servicer has been appointed, reasonable transition expenses in excess of the amounts paid in priority (i) above; and (ix) to the holders of the Certificates, any remaining Available Funds. Amounts to be distributed in reduction of the outstanding principal balance of the Class A Notes pursuant to Section 3.03(a)(iv) or (vi) or Section 3.03(b) shall be distributed in reduction of the outstanding principal balance of the Class A-1 Notes until the principal balance of the Class A-1 Notes is reduced to zero; thereafter such amount shall be distributed in reduction of the outstanding principal balance of the Class A-2 Notes until the principal balance of the Class A-2 Notes is reduced to zero; thereafter such amount shall be distributed in reduction of the outstanding principal balance of the Class A-3 Notes until the principal balance of the Class A-3 Notes is reduced to zero; and thereafter such amount shall be distributed in reduction of the outstanding principal balance of the Class A-4 Notes until the principal balance of the Class A-4 Notes is reduced to zero. (b) If on a Determination Date, the Servicer’s Certificate delivered with respect to prior periods; the related Distribution Date indicates that (3i) thirdthe amount of Available Funds with respect to such Distribution Date is not sufficient, when distributed in accordance with Section 3.03(a), to cause the Noteholders amounts specified in Section 3.03(a)(i), (ii) and (iii) with respect to such Distribution Date to be paid in full; or (ii) if after giving effect to the distribution of Available Funds pursuant to Section 3.03(a)(iv) on a Distribution Date there exists a Principal Balance Shortfall, the Administrator shall withdraw from the Reserve Account and distribute as follows an amount up to the amount which when distributed, first in accordance with Section 3.03(a)(i), (ii) and (iii); and second, in reduction of the outstanding principal balance of the Class A Notes, but only to the Accrued Class A Note Interest due extent necessary to eliminate the Principal Balance Shortfall, shall cause the amounts specified in Section 3.03(a)(i), (ii) and accrued for (iii) to be paid in full and such Principal Balance Shortfall to be eliminated. (c) [Reserved]. (d) [Reserved]. (e) Each Certificateholder, by its acceptance of its Certificate will be deemed to have consented to the related Interest Periodprovisions of paragraph (a) above relating to the priority of distributions, and will be further deemed to have acknowledged that no property rights in any amount or the proceeds of any such amount shall vest in such Certificateholder until such amounts have been distributed to such Certificateholder in accordance with the terms of the Trust Agreement and this Series Supplement; provided, that if there are the foregoing shall not sufficient funds available restrict the right of any Certificateholder, upon compliance with the provisions hereof, from seeking to pay compel the entire amount performance of the Accrued Class A Note Interestprovisions hereof by the parties hereto. Each Certificateholder, by acceptance of its Certificate, further specifically acknowledges that it has no right to or interest in any monies at any time held in the amounts available will Reserve Account, such monies being held in trust for the benefit of the Secured Parties. (f) Amounts on deposit in the Reserve Account on any Distribution Date (after giving effect to all distributions made on such Distribution Date) in excess of the Targeted Reserve Account Balance for such Distribution Date shall be applied released first, to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, Servicer for distribution to the Noteholders any Servicing Fees then due and unpaid pursuant to Section 8.2(b3.03(a)(viii), and any remainder shall be paid to the holders of the Certificates. (g) In the event that the Reserve Account is maintained with an institution other than the Administrator, the Servicer shall instruct and cause such institution to transfer the amounts to be distributed therefrom in accordance with Section 3.03(b) to the Administrator for distribution pursuant to Section 3.03(a) one Business Day prior to the related Distribution Date. (h) Unless Definitive Notes are issued pursuant to Section 2.12 of the Indenture, with respect to Notes registered on the First Allocation related Record Date in the name of Principala nominee of the Clearing Agency, if any;payment will be made by wire transfer to an account designated by such nominee, without presentation or surrender of the Notes or the making of any notation thereon. (5i) fifthIf not theretofore paid in full, all amounts outstanding with respect to the Noteholders of Class A-1 Notes shall be due and payable on the Class B NotesA-1 Scheduled Maturity Date; if not theretofore paid in full, all amounts outstanding with respect to the Accrued Class B Note Interest A-2 Notes shall be due and accrued for payable on the related Interest Period; (6) sixthClass A-2 Scheduled Maturity Date; if not theretofore paid in full, for distribution all amounts outstanding with respect to the Noteholders Class A-3 Notes shall be due and payable on the Class A-3 Scheduled Maturity Date; and if not theretofore paid in accordance full, all amounts outstanding with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, respect to the Noteholders of Class C Notes, the Accrued Class C Note Interest A-4 Notes shall be due and accrued for payable on 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;A-4 Scheduled Maturity Date.

Distributions. (a) Prior Subject to the Act, Section 5.2, and the right of the Board of Managers to suspend the payment of the GM Preferred Accrued Distribution Amount with respect to any acceleration one or more Fiscal Quarters with the consent of the Notes Majority GM Preferred Holders, 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 5.2 5.4, to the GM Preferred Holders no later than the tenth Business Day following (x) with respect to the first three Fiscal Quarters in each Fiscal Year, the filing (or delivery to the Members, as applicable) of the Indenture, on each Payment Date, the Indenture Trustee (based on information contained in the ServicerCompany’s Certificate delivered on or before the related Determination Date quarterly report pursuant to Section 3.84.5(a) shall make with respect to such Fiscal Quarter, and (y) with respect to the following deposits and distributionsfourth Fiscal Quarter in each Fiscal Year, the filing (or delivery to the Members, as applicable) of the Company’s annual report pursuant to Section 4.5(a) with respect to such 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 Funds and the Reserve Account Draw equity capital of the Company below the Required Capital Amount, on deposit as determined in good faith by the Collection Account for such Payment DateBoard 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 this Section 5.1(a). Notwithstanding the other provisions of this Agreement, in the event that the Company fails to make the full amount of Distributions of the GM Preferred Accrued Distribution Amount pursuant to this Section 5.1(a) with respect to any Fiscal Quarter, then the Company shall not make any Distributions pursuant to Section 5.1(d) until such time as the Company has made a full Distribution of the GM Preferred Accrued Distribution Amount pursuant to this Section 5.1(a) with respect to a subsequent Fiscal Quarter. (b) Subject to the Act and subject to Section 5.2, 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) and Section 5.2 at any time after the Fiscal Quarter ended December 31, 2008, Distributions shall be made when, as and if declared by the Board of Managers, and distributed in the following amounts and order of priority: (1i) first, to the Indenture Trustee and Common Holders, ratably among such Common Holders based on the Owner TrusteeCompany Interest of each such Common Holder either (A) immediately prior to such Distribution or, any accrued and unpaid fees if applicable, (including unpaid Indenture Trustee fees or Owner Trustee fees 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 periodsDistributions) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum in the aggregate; plus (2) secondan 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 Common 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 ServicerClass 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 Servicing Fee and all unpaid Servicing Fees record date set by the Board of Managers pursuant to Section 7.9 with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Periodsuch Distribution; provided, that if there to the extent any of the Management Units issued by Management Company are not sufficient funds available to pay the entire amount vested, then that portion of the Accrued Class A Note Interest, the amounts available will be applied Distributable Amount that would otherwise have been made to the payment 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 interest on time shall be held by the Company and shall not be distributed to the Class A Notes on a pro rata basis based on C-1 Holders until such time as such Management Units are vested. Distributions pursuant to this Section 5.1(d) shall be made in cash, except as otherwise may be permitted pursuant to Section 5.4. (i) Notwithstanding the other provisions of this Section 5.1, Distributions equal to the amount of interest income taxes that are payable by Management Company on income allocated to each 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 Class A Notes; (4) fourthManagers in good faith, for distribution shall be made from time to time to the Noteholders 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 8.2(b5.1(d)(ii) of and the Indentureaggregate amount to be Distributed to all other Members pursuant to Section 5.1(d)(ii) shall be increased by such deducted amount. (ii) (A) With respect to any taxable period during which the Company continues to be classified as a partnership for federal income tax purposes, the First Allocation of Principal, if any; (5) fifth, Company shall periodically make tax distributions on Junior Membership Interests to the Noteholders extent determined to be reasonably necessary by the Board of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; Managers (6“Tax Distributions”) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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;as follows:

Distributions. Except as otherwise expressly provided in this Article 4, all payments received by Administrative Agent or Servicer with respect to the Loan, including, without limitation, voluntary payments, voluntary prepayments, interest, principal, proceeds from any Interest Rate Protection Agreement, any Proceeds or any Award not being applied for the Restoration of the Property, and any other amounts payable to Administrative Agent or for the benefit of the Lender pursuant to the Loan Agreement (other than any reimbursable expenses, not previously reimbursed by the Noteholders, paid by Borrower to Administrative Agent, which in all cases Administrative Agent shall be entitled to retain), shall be promptly distributed by Administrative Agent or Servicer, but no later than two (2) Business Days after the later to occur of (in each case, however, subject to Administrative Agent’s or Servicer’s receipt and proper identification of funds) (a) Prior to any acceleration of such receipt and proper identification thereof and (b) the Notes pursuant to Section 5.2 of Payment Date under the Indenture, on each Payment Date, the Indenture Trustee Loan Agreement (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first any principal prepayments shall always be limited to $100,000 per annum in the aggregate; distributed no later than two (2) secondBusiness Days after the receipt thereof), pursuant to the wiring instructions given, in writing, by a Noteholder to Administrative Agent in connection with the execution of this Agreement (or such other wiring instructions a Noteholder may direct Administrative Agent to make payments to upon written notice to Administrative Agent given pursuant to Section 11.4), and in the following order and priority, and, in each case, without duplication: (A) if no Event of Default shall have occurred and be continuing: (a) first, to Administrative Agent in the Serviceramount of any unreimbursed out-of-pocket costs and expenses incurred by Administrative Agent, including, without limitation, reasonable attorneys’ fees and expenses, (i) in servicing and administering the Loan (other than the Servicing Fee and all unpaid Servicing Fees with respect any Protective Advances made by Administrative Agent) and (ii) pursuing remedies under the Loan Documents, including any such costs and expenses which are reimbursable by Borrower pursuant to prior periodsthe terms of the Loan Documents which remain unpaid; (3b) thirdnext, to Administrative Agent for the Noteholders payment to Servicer the amount of any Servicing Fees owed to any Servicer(s) engaged by Administrative Agent in connection with the servicing of the Class Loan; (c) next, to Administrative Agent and any Note-A NotesHolder that made any Super Priority Protective Advance, in the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class each such unreimbursed Super Priority Protective Advance made by Administrative Agent and each such Note-A Note InterestHolder, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis pari passu basis, (based on a ratio where the numerator is the amount so advanced by Administrative Agent or any such Note-A Holder (as the case may be) and the denominator is the aggregate amount of all Super Priority Protective Advances made by Administrative Agent and all of the Note-A Holders), together with all accrued and unpaid Protective Advance Interest at the Protective Advance Rate specified in Section 6(b) hereof with respect to such Super-Priority Protective Advances, with such Super-Priority Protective Advances being reimbursed in chronological order (with the first Super-Priority Protective Advance, and Protective Advance Interest thereon, to be reimbursed first); (d) next, to Administrative Agent and any Note-A Holder that made Protective Advances (other than Super-Priority Protective Advances), in the amount of each such unreimbursed Protective Advance made by Administrative Agent and each such Note-A Holder on a pro rata pari passu basis (based on a ratio where the numerator is the amount so advanced by Administrative Agent or any such Note-A Holder (as the case may be) and the denominator is the aggregate of all such Protective Advances made by Administrative Agent and all of the Note-A Holders), together with all accrued and unpaid Protective Advance Interest at the Protective Advance Rate with respect to such Protective Advances, with such Protective Advances being reimbursed in chronological order (with the first such Protective Advance, and interest payable thereon to each Class of Class A Notesbe reimbursed first); (4e) fourthnext, for distribution on a pro rata pari passu basis to the Noteholders Note-A Holders, an amount equal to the accrued and unpaid regular interest (i.e. not at the Default Rate) on the Note Principal Balance of such Note-A Holder’s A-Note (less each Note-A Holder’s Pro Rata Share of the Servicing Fee paid pursuant to Section 8.2(b4.2(A)(d) above) owed to each Note-A Holder on account of the Indenture, the First Allocation of Principal, if anysuch Note-A Holder’s funded Commitment; (5f) fifthnext, on a pro rata pari passu basis to the Note-B Holders, an amount equal to the accrued and unpaid regular interest (i.e., not at the Default Rate) on the Note Principal Balance of each Note-B Holder’s B-Notes (less the Note-B Holders’ Pro Rata Share of the Servicing Fee paid pursuant to Section 4.2(A)(d) above) owed to each Note-B Holder on account of such Note-B Holder’s funded Commitment; (g) next, on a pro rata pari passu basis to the Note-A Holders, with respect to any payments received on account of the outstanding principal balance of the Loan, whether scheduled or extraordinary (including any payment of principal payable on the Maturity Date and any prepayment amounts) to the Note-A Holders up to an amount equal to the Note-A Holders’ funded Commitment; (h) next, on a pro rata pari passu basis to the Note-A Holders an amount equal to the Yield Maintenance Premium, late charges, prepayment premiums and penalties, fees (including without limitation any extension fees), default interest, late charges and other amounts then due and owing to Note-A Holder with respect to the Loan; (i) next, to any Note-B Holder that made any Super Priority Protective Advances, in the amount of any such unreimbursed Super Priority Protective Advance made by each such Note-B Holder on a pro rata pari passu basis (based on a ratio where the numerator is the amount so advanced by any such Note-B Holder and the denominator is the aggregate amount of all Super Priority Protective Advances made by all of the Note-B Holders), together with all accrued and unpaid Protective Advance Interest at the Protective Advance Rate specified in Section 6(b) hereof with respect to such Super-Priority Protective Advances, with such Super-Priority Protective Advances being reimbursed in chronological order (with the first Super-Priority Protective Advance, and Protective Advance Interest thereon, to be reimbursed first); (j) next, to any Note-B Holder that made Protective Advances (other than Super Priority Protective Advances), in the amount of each such Protective Advances made by each such Note-B Holder, on a pro rata pari passu basis (based on a ratio where the numerator is the amount so advanced by any such Note-B Holder and the denominator is the aggregate amount of all Protective Advances made by all of the Note-B Holders), together with all accrued and unpaid Protective Advance Interest at the Protective Advance Rate with respect to such Protective Advances, with such Protective Advances being reimbursed in chronological order (with the first such Protective Advance, and interest thereon, to be reimbursed first); (k) next, to each Note-B Holder that made any cure payments pursuant to Section 10.1 in the amount of any such unreimbursed cure payments made by each such Note-B on a pro rata pari passu basis (based on a ratio where the numerator is the amount so advanced by any such B-Note Holder and the denominator is the aggregate of all cure payments made by all of the B-Note Holders); (l) next, on a pro rata pari passu basis to the Note-B Holders, with respect to any payments received on account of the outstanding principal balance of the Loan, whether scheduled or extraordinary (including any payment of principal payable on the Maturity Date and any prepayment amounts) to each such Note-B Holder up to an amount equal to such Note-B Holder’s funded Commitment; (m) next, on a pro rata pari passu basis to the Note-B Holders any fees (including without limitation any extension fees), premium, default interest, late charges and other excess amounts owed by Borrower, up to the amount actually owed to each such Note-B Holder, based on its Pro Rata Share; (n) lastly, any other amounts from any source whatsoever (including proceeds from a sale of the Property), to each Noteholder on a pro rata pari passu basis in accordance with each Noteholder’s Distribution Pro Rata Share. (B) if an Event of Default shall have occurred and be continuing, including, without limitation, at any time after foreclosure on the Property or taking the same by deed in lieu thereof: (a) first, to Administrative Agent in the amount of any unreimbursed out-of-pocket costs and expenses incurred by Administrative Agent, including, without limitation, reasonable attorneys’ fees and expenses, (i) in servicing and administering the Loan (other than the Servicing Fee and any Protective Advances made by Administrative Agent) and (ii) pursuing remedies under the Loan Documents, including any such costs and expenses which are reimbursable by Borrower pursuant to the terms of the Loan Documents which remain unpaid; (b) next, to Administrative Agent for the payment to Servicer the amount of any Servicing Fees owed to any Servicer(s) engaged by Administrative Agent in connection with the servicing of the Loan; (c) next, to Administrative Agent and any Note-A Holder that made any Super Priority Protective Advance, in the amount of each such unreimbursed Super Priority Protective Advance made by Administrative Agent and each such Note-A Holder, on a pro rata pari passu basis (based on a ratio where the numerator is the amount so advanced by Administrative Agent or any such Note-A Holder (as the case may be) and the denominator is the aggregate of all such Super Priority Protective Advances made by Administrative Agent and all of the Note-A Holders), together with all accrued and unpaid Protective Advance Interest at the Protective Advance Rate specified in Section 6(b) hereof with respect to such Super-Priority Protective Advances, with such Super-Priority Protective Advances being reimbursed in chronological order (with the first Super-Priority Protective Advance, and Protective Advance Interest thereon, to be reimbursed first); (d) next, to Administrative Agent and any Note-A Holder that made Protective Advances (other than Super Priority Protective Advances) in the amount of each such unreimbursed Protective Advances made by Administrative Agent and each such Note-A Holder on a pro rata pari passu basis (based on a ratio where the numerator is the amount so advanced by Administrative Agent or any such Note-A Holder (as the case may be) and the denominator is the aggregate of all such Protective Advances made by Administrative Agent and all of the Note-A Holders), together with all accrued and unpaid Protective Advance Interest at the Protective Advance Rate with respect to such Protective Advances, with such Protective Advances being reimbursed in chronological order (with the first such Protective Advance, and interest thereon, to be reimbursed first); (e) next, to the Noteholders Note-A Holders, an amount equal to the accrued and unpaid regular interest (i.e. not at the Default Rate) on the Note Principal Balance of such Note-A Holder’s A-Note (less each Note-A Holder’s Pro Rata Share of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest PeriodServicing Fee paid pursuant to Section 4.2(B)(b) above) owed to each such Note-A Holder on account of Note-A Holder’s funded Commitment; (6f) sixthnext, for distribution on a pro rata pari passu basis to the Noteholders Note-A Holders, with respect to any payments received on account of the outstanding principal balance of the Loan, whether scheduled or extraordinary (including any payment of principal payable on the Maturity Date and any prepayment amounts) to each Note-A Holder up to an amount equal to such Note-A Holder’s funded Commitment; (g) next, on a pro rata pari passu basis to each Note-A Holder, an amount equal to the Yield Maintenance Premium, late charges, prepayment premiums and penalties, fees (including without limitation any extension fees), default interest, late charges and other amounts then due and owing to each Note-A Holder with respect to the Loan; (h) next, to any Note-B Holder that made any Super Priority Protective Advance, in the amount of each such unreimbursed Super Priority Protective Advance made by each such Note-B Holder on a pro rata pari passu basis (based on a ratio where the numerator is the amount so advanced by any such Note-B Holder and the denominator is the aggregate of all such Super Priority Protective Advances made by all of the Note-B Holders), together with all accrued and unpaid Protective Advance Interest at the Protective Advance Rate specified in Section 6(b) hereof with respect to such Super-Priority Protective Advances, with such Super-Priority Protective Advances being reimbursed in chronological order (with the first Super-Priority Protective Advance, and Protective Advance Interest thereon, to be reimbursed first); (i) next, to each Note-B Holder that made any Protective Advance (other than Super Priority Protective Advances), in the amount of each such unreimbursed Protective Advances made by each such Note-B Holder, on a pro rata pari passu basis (based on a ratio where the numerator is the amount so advanced by any such Note-B Holder and the denominator is the aggregate of all such Protective Advances made by all of the Note-B Holders), together with all accrued and unpaid Protective Advance Interest at the Protective Advance Rate with respect to such Protective Advances, with such Protective Advances being reimbursed in chronological order (with the first such Protective Advance, and interest thereon to be reimbursed first); (j) next, to each Note-B Holder that made any cure payment pursuant to Section 10.1 in the amount of any such unreimbursed cure payments made by each such Note-B Holder, on a pro rata pari passu basis (based on a ratio where the numerator is the amount so advanced by any such Note-B Holder and the denominator is the aggregate of all such cure payments made by all of the Note-B Holders); (k) next, on a pro rata pari passu basis to each Note-B Holder, an amount equal to the accrued and unpaid regular interest (i.e. not at the Default Rate) on the Note Principal Balance of such Note-B Holder’s B-Note (less each such Note-B Holder’s Pro Rata Share of the Servicing Fee paid pursuant to clause (b) of this Section 4.2(B) above) owed to each such Note-B Holder on account of such Note-B Holder’s funded Commitment; (l) next, with respect to any payments received on account of the outstanding principal balance of the Loan, whether scheduled or extraordinary (including any payment of principal payable on the Maturity Date and any prepayment amounts) to each Note-B Holder on a pro rata pari passu basis up to an amount equal to such Note-B Holder’s respective funded Commitment; (m) next, on a pro rata pari passu basis to each Note-B Holder any fees (including without limitation any extension fees), premium, default interest, late charges and other excess amounts owed by Borrower, up to the amount actually owed to the Note-B Holders, based on their Pro Rata Share; (n) lastly, any other amounts from any source whatsoever (including proceeds from a sale of the Property), to each Noteholder on a pro rata pari passu basis in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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;each Noteholder’s Distribution Pro Rata Share.

Distributions. (a) Prior On each Determination Date, the Servicer shall calculate all amounts required to any acceleration of the Notes be deposited or paid pursuant to this Section and deliver a Servicer’s Certificate pursuant to Section 5.2 of the Indenture, on 4.09. (b) On each Payment Date, 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 Determination Date pursuant to Section 3.84.09) shall to make the following deposits and distributions, to the extent of distributions on such Payment Date from Available Funds and the Reserve Account Draw Amount, Amounts on deposit in the Collection Account for such Payment DateAccount, and, in the event of a shortfall in meeting the payments described in clauses (i) through (iii) below (an “Available Amounts Shortfall”), from amounts withdrawn from the Reserve Account, in the following order of and priority: (1i) firstto the Servicer, the Servicing Fee (and any accrued and unpaid Servicing Fees from prior Collection Periods), and Nonrecoverable Advances; (ii) to the Interest Distribution Account, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class of Notes at their respective Class A Rate on the Outstanding Amount 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, of the amount of interest payable to the Noteholders on prior Payment Dates over the amounts actually paid to the Noteholders on those prior Payment Dates, plus interest on any such shortfall at the related Class A Rate to the extent permitted by law; (iii) to the Principal Distribution Account, the Priority Principal Distribution Amount, if any; (iv) to the Reserve Account, the amount, if any, necessary to cause the amount on deposit in the Reserve Account to equal the Reserve Account Required Amount; (v) to the Principal Distribution Account, the Regular Principal Distribution Amount; (vi) to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) have not been previously paid by the ServicerServicer in its capacity as Administrator; providedprovided that, howeveruntil the Notes have been paid in full, the annual amount paid to the Trustees out of Available Amounts described in this clause (vi) shall not exceed $10,000; provided further that feesif an Event of Default occurs and is continuing such $10,000 limitation will not apply; and (vii) any Available Amounts remaining, expenses and indemnification amounts payable if any, to the Certificate Distribution Account. On each Payment Date, the Servicer shall instruct the Indenture Trustee and to distribute (based on the Owner Trustee information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to this clause first shall be limited to $100,000 per annum in Section 4.09), any amounts deposited into the aggregate; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the Distribution Account as payment of such interest on the Class A Notes on a pro rata basis based pursuant to the priority set forth in Section 8.02(c) of the Indenture and the Principal Distribution Account as payment of principal on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution Notes pursuant to the Noteholders pursuant to priority set forth in Section 8.2(b8.02(d) of the Indenture. Notwithstanding that the Notes have been paid in full, the First Allocation of Principal, if any; (5) fifth, Indenture Trustee shall continue to maintain the Noteholders of Collection Account hereunder until the Class B Notes, the Accrued Class B Note Certificate Percentage Interest due and accrued for the related Interest Period; (6) sixth, for distribution is reduced to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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;zero.

Distributions. (a) Prior On or before each Determination Date, the Administrator shall calculate 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 any acceleration determine the amounts, if any, to be deposited in or paid from each of the Notes pursuant AART Collection Account and the Note Distribution Account and all amounts to be paid to the Reserve Account and to the Certificateholders on or before the related Distribution Date. (b) Except as otherwise provided in Section 5.2 of the Indenture4.05(c), on each Payment Distribution Date, the AART Indenture Trustee (based solely on the information contained in the ServicerAdministrator’s Certificate Accounting delivered on or before the related Determination Date pursuant to Section 3.82.06) shall make the following deposits and distributions, to distributions from the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the AART Collection Account for such Payment Date, in the following order of priority: (1i) first, to the Indenture Trustee and Administrator, to the Owner Trusteeextent of the Total Available Amount, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) the Administration Fee for such Distribution Date and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum in the aggregateunpaid Administration Fee from any preceding Distribution Date; (2ii) second, to the Servicer, extent of the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; Total Available Amount (3as such amount has been reduced by the distributions described in clause (i) third, above) to the Noteholders Note Distribution Account for the payment of interest on the Class A Notes, the Accrued Aggregate Class A Note Interest due and accrued for Distributable Amount; (iii) third, to the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount extent of the Accrued Class A Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) and (ii) above), to the Note Interest, the amounts available will be applied to Distribution Account for the payment of such interest principal on the Class A Notes on a pro rata basis based on in the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to priority specified in the Noteholders pursuant to Section 8.2(b) of the AART Indenture, the First Allocation of Principal, if anyPriority Principal Distributable Amount; (5iv) fifthfourth, to the Noteholders 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 for the payment of interest on the Class B Notes, the Accrued Aggregate Class B Note Interest due and accrued for the related Interest PeriodDistributable Amount; (6v) sixthfifth, for distribution to the Noteholders in accordance with Section 8.2(b) 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 for the payment of principal on the Notes in the priority specified in the AART Indenture, the Second Allocation of Principal, if anyPriority Principal Distributable Amount; (7vi) 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 for the payment of interest on the Class C Notes, the Aggregate Class C Interest Distributable Amount; (vii) seventh, to the Noteholders extent of Class C Notesthe Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (vi) above), to the Accrued Class C Note Interest due and accrued Distribution Account for the related Interest Period; (8) eighth, for distribution to payment of principal on the Noteholders Notes in accordance with Section 8.2(b) of the priority specified in the AART Indenture, the Third Allocation Priority Principal Distributable Amount; Table of PrincipalContents (viii) eighth, if any; to the Reserve Account, to the extent of the Total Available Amount, as such amount has been reduced by the distributions described in clauses (9i) through (vii) above, the amount required to bring the amount on deposit therein up to the Reserve Account Required Amount (after giving effect to all distributions to the Reserve Account described in Section 3.03 of the Servicing Agreement); (ix) ninth, to the Noteholders extent of Class D Notesthe 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 Accrued Class D Note Interest Noteholders’ Regular Principal Distributable Amount; (x) tenth, to the AART Indenture Trustee, to the extent of the Total Available Amount (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 accrued for payable following the related Interest Period;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 clause (i) through (ix) of Section 4.05(b) of this Agreement shall be used to make payments to Noteholders in the order specified in Section 2.7(c) of the AART Indenture.

Distributions. (a) Prior to any acceleration of the Notes pursuant to Except as otherwise provided in Section 5.2 of the Indenture3(c), on each Payment applicable Distribution Date, the Indenture Trustee (based on information contained shall apply Available Funds in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, as follows in the following order of priority: (1i) the Trustee will pay the interest portion of Available Funds (subject to Section 5(c) and Section 5(d) below): (a) first, to the Indenture Trustee and the Owner Trustee, as reimbursement for any Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) below and approved by 100% of the Certificateholders; and (b) second, to the holders of the Class A-1 Certificates and to the holders of the Class A-2 Certificates, interest accrued and unpaid fees on each such Class pro rata in proportion to their entitlements thereto. (ii) the Trustee will pay the principal portion of Available Funds: (a) first, to the Trustee, as reimbursement for any remaining Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) below and approved by 100% of the Certificateholders; and (b) second, to the holders of the Class A-1 Certificates, the Certificate Principal Amount. (b) Distributions of interest on the Class A-1 Certificates and Class A-2 Certificates may be deferred as a result of the deferral of payment on the Underlying Securities. Distributions on the Underlying Securities may be deferred pursuant to the Underlying Securities Trust Agreement for up to ten consecutive semiannual interest periods (each, a "Deferral Period") provided that no Deferral Period may extend beyond the Final Scheduled Distribution Date. During any Deferral Period, interest on the Underlying Securities will continue to accrue at the applicable rate per annum compounded semi-annually. Interest on deferred and compounded interest on the Class A-1 Certificates and Class A-2 Certificates will be owing only to the extent that such interest is actually received by the Trustee on the Underlying Securities. (c) Notwithstanding the foregoing, if the Underlying Securities are redeemed, prepaid or liquidated in whole or in part for any reason (including a Special Event) other than due to the occurrence of an Event of Default or at their maturity, the Trustee shall apply Available Funds in the following order of priority: (i) first, to the Trustee, as reimbursement for any Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) below and approved by 100% of the Certificateholders; (ii) second, to the holders of the Class A-1 Certificates, an amount equal to the outstanding principal amount thereof plus accrued and unpaid Indenture interest thereon; (iii) third, to the holders of the Class A-2 Certificates, the present value of all amounts that would otherwise have been payable on the Class A-2 Certificates for the period from the date of such redemption or prepayment to the Final Scheduled Distribution Date using a discount rate of 8.375% per annum, assuming no delinquencies, deferrals, redemptions or prepayments on the Underlying Securities; and (iv) fourth, any remainder to the holders of the Class A-1 Certificates and the Class A-2 Certificates pro rata in proportion to the ratio of the Class A-1 Allocation to the Class A-2 Allocation. (d) Notwithstanding the foregoing, if the Underlying Securities are redeemed, prepaid or liquidated in whole or in part due to the occurrence of an Event of Default, the Trustee fees shall apply Available Funds to the holders of the Class A-1 Certificates and the holders of the Class A-2 Certificates in accordance with the ratio of the Class A-1 Allocation to the Class A-2 Allocation. (e) Unless otherwise instructed by holders of Certificates representing a majority of the Voting Rights, thirty (30) days after giving notice pursuant to Section 8 hereof, the Trustee shall sell the Underlying Securities pursuant to Section 13 hereof and deposit the Liquidation Proceeds, if any, into the Certificate Account for distribution not later than two (2) Business Days after the receipt of immediately available funds in accordance with Section 5(d) hereof. (f) If the Trustee receives non-cash property in respect of the Underlying Securities as a result of a payment default on the Underlying Securities (including from the sale thereof), the Trustee will promptly give notice to the Depository, or Owner for any Certificates which are not then held by DTC or any other depository, directly to the registered holders of the Certificates then outstanding and unpaid. Such notice shall state that the Trustee fees shall and the Trustee shall, not later than 30 days after the receipt of such property, allocate and distribute such property to the holders of Class A-1 Certificates and Class A-2 Certificates then outstanding and unpaid (after deducting the costs incurred in connection therewith) in accordance with Section 5(d) hereof. Property other than cash will be liquidated by the Trustee, and the proceeds thereof distributed in cash, only to the extent necessary to avoid distribution of fractional securities to Certificateholders. In-kind distribution of such property to Certificateholders will be deemed to reduce the principal amount of Certificates on a dollar-for-dollar basis. (g) Subject to Section 9(f) hereof, to the extent Available Funds are insufficient to make any required distributions due to any Class of Certificates on any Distribution Date, any shortfall will be carried over and will be distributed on the next Distribution Date (or date referred to in Section 5(h) hereof) on which sufficient funds are available to pay such shortfall. (h) If a payment with respect to prior periodsthe Underlying Securities is made to the Trustee after the payment date of the Underlying Securities on which such payment was due, then the Trustee will distribute any such amounts received on the next occurring Business Day (a "Special Distribution Date") and any reasonable expenses (including indemnification amounts) not previously paid by as if the Servicerfunds had constituted Available Funds on the Distribution Date immediately preceding such Special Distribution Date; provided, however, that fees, expenses and indemnification amounts payable the Record Date for such Special Distribution Date shall be five Business Days prior to the Indenture day on which the related payment was received from the Underlying Securities Trustee. (i) Notwithstanding Section 3.12 of the Standard Terms, if the Underlying Securities Issuer ceases to file periodic reports as required under the Exchange Act, the Depositor shall within a reasonable time instruct the Trustee to distribute the Underlying Securities in-kind to the Class A-1 Certificateholders or sell the Underlying Securities and distribute the Owner proceeds of such sale to the certificateholders in accordance with Section 5(c); provided, however, the Trustee shall not sell the Underlying Securities unless the proceeds of such sale would exceed the sum of the amounts to be distributed pursuant to clauses 5(c)(i) and 5(c)(ii) above; and provided, further, the Depositor shall not instruct the Trustee to distribute or sell the Underlying Securities pursuant to this clause first shall be limited unless the Underlying Securities Issuer has either (x) stated in writing that it intends permanently to $100,000 per annum in cease filing reports required under the aggregate; Exchange Act or (2y) second, failed to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued file any required reports for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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;one full calendar year.

Distributions. (a) Prior If, on any Payment Date prior to any the occurrence of an Event of Default that has resulted in an acceleration of the Notes pursuant Notes, Available Funds, together with the amount on deposit in the Reserve Account, equals or exceeds the sum of (i) the Outstanding Principal Balance of the Notes, (ii) accrued and unpaid interest thereon and (iii) the Servicing Fee, then all such amounts will be applied to reduce the Outstanding Principal Balance to zero, pay all accrued and unpaid interest on the Notes, pay the Servicing Fee and then pay all amounts specified in clauses eighth through tenth of this Section 5.2 4.4(a). Otherwise, subject to Article V of the Indenture, on each Payment Date, the Indenture Trustee (solely based on information contained in in, and as directed by, the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1i) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum in the aggregate; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periodsCollection Periods; (3ii) thirdsecond, pro rata based on amounts due, to the Noteholders of the Class A NotesNoteholders, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notesbasis; (4iii) fourththird, to the Principal Distribution Account for distribution to the Noteholders pursuant to Section 8.2(b8.2(c) of the Indenture, the First Allocation of Principal, if any;; 14 Sale and Servicing Agreement (USAA 2012-1) (5iv) fifthfourth, to the Noteholders of the Class B NotesNoteholders, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6v) sixthfifth, to the Principal Distribution Account for distribution to the Noteholders in accordance with Section 8.2(b8.2(c) of the Indenture, the Second Allocation of Principal, if any; (7vi) 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 Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, Principal Distribution Account for distribution to the Noteholders in accordance with Section 8.2(b8.2(c) of the Indenture, the Third Regular Allocation of Principal, if any; ; (9viii) eighth, to the Owner Trustee and the Indenture Trustee, fees, expenses and indemnification amounts due and owing under this Agreement, the Trust Agreement and the Indenture, as applicable, which have not been previously paid; (ix) ninth, to the Noteholders Servicer, legal expenses and costs incurred pursuant to Section 6.4(b); and (x) tenth, to or at the direction of Class D 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 Accrued Class D Note Interest due 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 accrued for all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the related Interest Period;instructions provided from time to time by the Certificateholder.

Distributions. Borrower shall not, nor shall it permit any Subsidiary to, (a) Prior repurchase or redeem any class of stock or other Equity Interest other than the repurchases described in clause (c) of the defined term “Permitted Investments”; (b) declare or pay any cash dividend or make a cash distribution on any class of stock or other Equity Interest, except that a Subsidiary of Borrower may pay dividends or make distributions to Borrower or a Subsidiary of Borrower; (c) lend money to any acceleration employees, officers or directors or guarantee the payment of the Notes pursuant to Section 5.2 any such loans granted by a third party in excess of the Indenture, on each Payment Date, the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum 500,000 in the aggregate; ; or (2d) secondwaive, release or forgive any Indebtedness owed by any employees, officers or directors in excess of $500,000 in the aggregate. Notwithstanding the foregoing, and for the avoidance of doubt, this Section 7.7 shall not prohibit (i) the conversion by holders of (including any cash payment upon conversion), or required payment of any principal or premium on (including, for the avoidance of doubt, in respect of a required repurchase in connection with the redemption of Permitted Convertible Debt upon satisfaction of a condition related to the Servicer, the Servicing Fee and all unpaid Servicing Fees stock price of Borrower’s common stock) or required payment of any interest with respect to prior periods; (3) thirdto, to any Permitted Convertible Debt in each case, in accordance with the Noteholders terms of the Class A Notesindenture governing such Permitted Convertible Debt, (ii) the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to entry into (including the payment of premiums in connection therewith) or any required payment with respect to, or required early unwind or settlement of, any Permitted Bond Hedge Transaction or Permitted Warrant Transaction, in each case, in accordance with the terms of the agreement governing such interest on Permitted Bond Hedge Transaction or Permitted Warrant Transaction, or (iii) the Class A Notes on a pro rata basis based on withholding of shares of common stock upon the amount vesting of interest payable to each Class of Class A Notes; (4) fourth, for distribution restricted stock units and performance stock units issued to the Noteholders pursuant Borrower’s employees under the Borrower’s equity incentive plan upon vesting of such stock units and any related cash payments required to Section 8.2(b) be paid to such employees and or any governmental authority on account of Taxes related thereto, in each case in the ordinary course of business of the IndentureBorrower. Notwithstanding the foregoing, Borrower may repurchase, exchange or induce the First Allocation conversion of PrincipalPermitted Convertible Debt by delivery of shares of Borrower’s common stock and/or a different series of Permitted Convertible Debt and/or by payment of cash (in an amount that does not exceed the proceeds received by Borrower from the substantially concurrent issuance of shares of Borrower’s common stock and/or Refinancing Convertible Notes plus the net cash proceeds, if any; (5) fifth, received by Borrower pursuant to the Noteholders related exercise or early unwind or termination of the Class B Notes, the Accrued Class B Note Interest due related Permitted Bond Hedge Transactions and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of PrincipalPermitted Warrant Transactions, if any; (7) seventh, pursuant to the Noteholders immediately following proviso); provided that, for the avoidance of Class C Notesdoubt, substantially concurrently with, or a commercially reasonable period of time before or after, the Accrued Class C Note Interest due and accrued related settlement date for the related Interest Period; Permitted Convertible Debt that are so repurchased, exchanged or converted, Borrower may exercise or unwind or terminate early (8) eighthwhether in cash, for distribution to shares or any combination thereof) the Noteholders in accordance with Section 8.2(b) portion of the Indenture, the Third Allocation of PrincipalPermitted Bond Hedge Transactions and Permitted Warrant Transactions, if any; (9) ninth, corresponding to the Noteholders of Class D Notessuch Permitted Convertible Debt that are so repurchased, the Accrued Class D Note Interest due and accrued for the related Interest Period;exchanged or converted.

Distributions. Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, make any Distribution, other than the following (collectively, “Permitted Distributions”): (a) Prior each Restricted Subsidiary may make Distributions to any acceleration of the Notes pursuant to Section 5.2 of the Indenture, on each Payment DateHoldings, the Indenture Trustee Borrower and to other Restricted Subsidiaries (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Dateand, in the following order case of priority: (1) firsta Distribution by a non- Wholly Owned Restricted Subsidiary, to Holdings, the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) Borrower and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses other Restricted Subsidiary and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 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 Noteholders each other owner of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment Stock of such interest on the Class A Notes Restricted Subsidiary on a pro rata basis based on their relative ownership interests of the amount relevant class of interest payable to each Class of Class A NotesStock); (4b) fourthwithout duplication of any Distributions made pursuant to clause (c) below, (i) Holdings may (or may make Distributions to permit any Parent Entity to directly or indirectly) redeem in whole or in part any of its Stock (A) for another class of its (or such Parent Entity’s) Stock or rights to acquire its Stock (or its Parent’s Stock), (B) with proceeds from substantially concurrent direct or indirect equity contributions by any Parent Entity to Holdings, or (C) with proceeds from substantially concurrent issuances of new Stock of Holdings (or new Stock of any Parent Entity); provided that any terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class of Stock referenced in clause (A) or (C) are at least as advantageous to the Lenders as those contained in the Stock redeemed thereby and (ii) Holdings may declare and make any Distribution payable solely in the Stock (other than Disqualified Stock not otherwise permitted by Section 8.12) of Holdings; (c) without duplication of any Distributions made pursuant to clause (b) above, any redemption or other acquisition by Holdings of its Stock pursuant to the “Redemption Right” or the “Call Right” (each as described in the Section of the Registration Statement for the IPO Transactions entitled “Corporate reorganization”) to be included in the Holdings LLC Agreement upon the effectiveness of the IPO Transactions (it being understood and agreed, for distribution the avoidance of doubt, that such redemption shall not in any event be made with the proceeds of any Distribution from the Borrower or any of its Restricted Subsidiaries to Holdings), in each case, so long as the consideration paid by Holdings for such redemption or other acquisition is not cash or any other assets of Holdings, the Borrower their respective Restricted Subsidiaries. (d) to the Noteholders extent constituting Distributions, Holdings and its Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 8.11 (other than pursuant to Section 8.2(bclause (p) of the Indenture, the First Allocation definition of Principal, if any“Permitted Investments”) or Section 8.14(g); (5e) fifthrepurchases of Stock of Holdings (Stock of any Parent Entity) or any Restricted Subsidiary deemed to occur upon exercise, to the Noteholders vesting and/or settlement of Stock if such Stock represents a portion of the Class B Notesexercise price thereof or any portion of required withholding or similar taxes due upon the exercise, the Accrued Class B Note Interest due and accrued for the related Interest Periodvesting and/or settlement thereof; (6f) sixthso long as no Default or Event of Default shall be continuing, from and after the date that is twelve (12) months after the consummation of the IPO Transactions, Holdings or any Restricted Subsidiary may pay (or make Distributions to allow any Parent Entity to pay) for the repurchase, retirement or other acquisition or retirement for value of Stock of it or any Parent Entity (or any options or warrants or stock appreciation or similar rights issued with respect to any of such Stock) held by any future, present or former employee, director, officer or other individual service provider (or any Affiliates, spouses, former spouses, other immediate family members, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing) of Holdings (or any Parent Entity) or any of the other Restricted Subsidiaries pursuant to any employee, management or director equity plan, employee, management or director stock option plan or any other employee, management or director benefit plan or any agreement (including any stock option or stock appreciation or similar rights plan, any management, director and/or employee stock ownership or equity-based incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement) with any employee, director, officer or other individual service provider of Holdings (or any Parent Entity) or any Restricted Subsidiary; provided that any such payments do not exceed $10,000,000 in any Fiscal Year plus (i) all net cash proceeds obtained by any Parent Entity (and contributed to the Borrower) or the Borrower during such calendar year from the sale or issuance of such Stock to other present or former officers, employees, directors and other individual service provider in connection with any plans or agreements set forth above in this clause (f) plus (ii) all net cash proceeds obtained from any key-man life insurance policies received by the Borrower during such calendar year; provided that any unused portion of the preceding basket calculated pursuant to clauses (i) and (ii) above for any Fiscal Year may be carried forward to the next two (2) succeeding Fiscal Years up to a maximum of $15,000,000 in the aggregate in any Fiscal Year; provided, further, that cancellation of Debt owing to Holdings (or any Parent Entity of Borrower) or any of its Restricted Subsidiaries from employees, directors, officers or other individual service providers of the Borrower, any of the Borrower’s Parent Entity or any of Holdings’ Restricted Subsidiaries in connection with a repurchase of Stock of a Parent Entity or Holdings will not be deemed to constitute a Distribution for purposes of this covenant or any other provision of this Agreement; (g) Holdings and its Restricted Subsidiaries may make Distributions to any direct or indirect owner thereof (including but not limited to any Parent Entity of Holdings): (i) the proceeds of which shall be used to make Permitted Tax Distributions; (ii) the proceeds of which shall be used: (A) to make payments to ▇▇▇▇▇ Brothers, LLC, a Texas limited liability company, in respect of the “retainer fees” under the Shared Services Agreement in an aggregate amount not to exceed in any Fiscal Year $7,000,000; and (B) to pay such Parent Entity’s operating costs and expenses incurred in the ordinary course of business, other overhead costs and expenses and fees (including administrative, legal, accounting and similar expenses provided by third parties as well as trustee, directors and general partner fees) which are reasonable and customary and incurred in the ordinary course of business and attributable to the ownership or operations of Holdings and its Restricted Subsidiaries (including any reasonable and customary indemnification claims made by directors or officers of any Parent Entity attributable to the direct or indirect ownership or operations of Holdings and its Restricted Subsidiaries) and fees and expenses otherwise due and payable by Holdings under the Shared Services Agreement in respect of services provided thereunder (for the avoidance of doubt, excluding any “retainer fees” permitted to be paid thereunder pursuant to subclause (A) of this clause (ii)) in an aggregate amount not to exceed in any Fiscal Year, for distribution all such amounts under this clause (ii)(B), the greater of (1) $4,500,000 and (2) 2.00% of the Consolidated EBITDA of Holdings and its Restricted Subsidiaries for the Fiscal Year most recently ended for which financial statements are available; provided that (x) such payments are made in respect of services performed on behalf of, or expenses incurred by, Holdings and its Restricted Subsidiaries on an arm’s length basis and (y) such payments are approved by the Board of Directors of ProFrac Holding Corp. if required by the policies of such Board of Directors related to arm’s length transactions; (iii) the proceeds of which shall be used to pay franchise, excise and similar taxes, and other fees and expenses, required to maintain its (or any of its direct or indirect parents’) existence; (iv) the proceeds of which shall be used to finance any Permitted Acquisition or similar any other acquisition constituting a Permitted Investment permitted to be consummated by the terms hereof; provided that (A) such Distribution shall be made substantially concurrently with the closing of such Investment and (B) Holdings, the Borrower or such Parent Entity shall, immediately following the closing thereof, cause all property acquired (whether assets or Stock (other than Excluded Stock described in clause (g) of the definition thereof) to be held by or contributed to the Noteholders Borrower or a Restricted Subsidiary of the Borrower; (v) the proceeds of which shall be used to pay customary costs, fees and expenses (other than to Affiliates) related to any unsuccessful Stock or Debt offering, Refinancing, issuance or incurrence transaction or any Disposition, acquisition or Investment permitted by this Agreement; and (vi) the proceeds of which shall be used to pay customary salary, compensation, bonus and other benefits payable to officers, employees, consultants and other service providers of any Parent Entity or partner of the Borrower to the extent such salaries, compensation, bonuses and other benefits are attributable to the ownership or operation of Holdings and its Restricted Subsidiaries in an aggregate amount not to exceed in any Fiscal Year, for all such amounts under this clause (vi), when taken together with any Distributions made pursuant to clause (ii)(B) above, the greater of (A) $7,000,000 and (B) 2.00% of the Consolidated EBITDA of Holdings and its Restricted Subsidiaries for the Fiscal Year most recently ended for which financial statements are available; (h) Holdings or any of its Restricted Subsidiaries may (a) pay cash in lieu of fractional Stock in connection with any dividend, split or combination thereof or any Permitted Acquisition (or any other similar acquisition constituting a Permitted Investment) and (b) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with Section 8.2(bits terms; (i) in addition to the foregoing Distributions (i) Holdings or any Restricted Subsidiary of Holdings may make additional Distributions so long as the Specified Conditions shall have been satisfied with respect thereto at the time of (and after giving effect to) such Distributions, (ii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower or any Restricted Subsidiary of Holdings may make additional Distributions, measured at the time made, in an aggregate amount not to exceed $5,000,000 and (iii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make additional Distributions in an aggregate amount not to exceed an amount equal to the Available Equity Amount at the time such Distributions are paid; and (j) Holdings or any Restricted Subsidiary of Holdings may pay (or may make Distributions to allow any Parent Entity to pay) Distributions in an amount equal to withholding or similar taxes payable or expected to be payable by any present or former employee, director, manager, consultant or other service provider (or its Affiliates, or any of their respective estates or immediate family members) and any repurchases of Stock in consideration of such payments including deemed repurchases in connection with the exercise of Stock options; (k) to the extent constituting Distributions, the transactions described in clause (i) of the Indenture, the Second Allocation definition of Principal, if anyIPO Transactions; (7l) seventh, any Distribution by Holdings pursuant to the Noteholders of Class C Notes, the Accrued Class C Note Interest due FTS Distribution and accrued for the related Interest PeriodContribution Transaction; (8) eighth, for distribution to m) any Distribution by Holdings of the Noteholders Stock of a Person acquired by Holdings or any of its Subsidiaries in accordance with Section 8.2(bthe provisions set forth herein so long as (i) all or substantially all of the Indenture, property and assets of such Person (including any Stock owned by such Person other than the Third Allocation Stock of Principal, if any; (9Holdings or any Parent Entity) ninth, contributed to the Noteholders Borrower or a Guarantor (other than Holdings, other than to the extent that Holdings substantially contemporaneously therewith contributes such property and assets to one of Class D Notesits Subsidiaries that is a Guarantor) substantially simultaneously with such acquisition (and, the Accrued Class D Note Interest due and accrued for the related Interest Periodavoidance of doubt, prior to such Distribution) and the Borrower or such Guarantor has complied with the Collateral and Guarantee Requirements with respect to such property and assets (including any Stock owned by such Person) so contributed and (ii) such Person, after giving effect to subclause (i) above, individually has assets with a Fair Market Value of less than $2,000,000, and in the aggregate for all such transactions during the term of the Agreement, such Persons, in each case after giving effect to subclause (i) above, collectively have assets with a Fair Market Value of less than $5,000,000 (it being understood and agreed that such caps shall not include any assets held by any such Person after the Stock of such Person has been distributed by Holdings pursuant the provisions of this clause (m)); (n) [reserved]; and (o) Holdings or any Restricted Subsidiary of Holdings may pay (or may make Distributions to allow any Parent Entity to pay) Distributions from the Net Equity Proceeds received by Holdings or any of its Restricted Subsidiaries from the consummation of the IPO Transaction so long as (i) no Event of Default exists or would arise as a result of making such Distribution, (ii) such Net Equity Proceeds are Not Otherwise Applied, (iii) such Distribution is made no later than seven (7) days following Holdings’ or its Restricted Subsidiaries’ receipt of such Net Equity Proceeds, as applicable, and (iv) the aggregate amount of Distributions made in reliance of this clause (o) does not exceed $72,930,000.

Distributions. (a) Prior The Managing Member, in its sole discretion, may authorize distributions by the Company to the Class A Members, which distributions shall be made pro rata in accordance with the Members’ respective Class A Units (other than Unvested Class A Units) on the date the distribution is made; provided, that, for the avoidance of doubt, no distributions shall be paid in respect of Class C Units (subject to Section 4.01(c) with respect to Tax Distributions), Class B Units (other than any Distribution Catch-Up Payment, when and if payable hereunder) or Class Z Units (subject to the rights of the Class Z Units as expressly set forth in Section 7.01(f)). (b) Notwithstanding anything in Section 4.01(a) of this Agreement to the contrary, no distribution (excluding Tax Distributions) shall be made in respect of any Unvested Class A Unit. However, upon the vesting of Unvested Class A Unit in accordance with the terms of the applicable Pre-Closing Award Agreement, which with respect to any acceleration Unvested Class A Unit held by Pubco shall be upon the vesting of the Notes corresponding Unvested Service Provider Class A Share) the holder of a Class A Unit shall be entitled to a cash payment from the Company in an amount equal to the distributions such Member would have received pursuant to Section 5.2 4.01(a) had such Unvested Class A Unit been vested beginning at the Tempo Effective Time and ending on the day prior to the date such Unvested Class A Unit Vests (which amount shall, for the avoidance of doubt, be paid by the Company in the same manner that Pubco pays dividends on Restricted Stock (as such term is defined in the Alight 2021 Omnibus Incentive Plan) and no such amount shall be paid to Pubco in respect of an Unvested Class A Unit unless Pubco pays the corresponding amount to the holder of the Indenture, on each Payment Datecorresponding Unvested Service Provider Class A Share. (c) Before distributing amounts pursuant to Sections 4.01(a) or 4.01(b), the Indenture Trustee Company shall distribute to each Member their proportionate share of the Tax Amount with respect to each taxable year, from the Available Cash of the Company (such distribution, a “Tax Distribution”). Tax Distributions shall be paid quarterly and no later than five (5) days before the date specified in Section 6655(c)(2) of the Code based on the Managing Member’s reasonable estimate of the taxable income of the Company and in accordance herewith; provided, (i) there will be an adjustment at the end of each taxable year and the Company will distribute any additional amounts or reduce future distributions pursuant to Section 4.01(a) and 4.01(b) as necessary to make the total amounts distributed pursuant to this Section 4.01(c) for such taxable year (or portion thereof) equal such Member’s proportionate share of the Tax Amount with respect to such taxable year (or portion thereof) and (ii) notwithstanding anything to the contrary, any Tax Distributions in respect of Class C Units shall be made only once annually. The “Tax Amount”, calculated for each quarter of the taxable year, is the Highest Member Tax Amount divided by the Total Percentage Interest for the Highest Tax Member. The “Highest Member Tax Amount” is, with respect to the Member receiving the greatest proportionate allocation (based on information contained in the Servicersuch Member’s Certificate delivered on or before the related Determination Date Total Percentage Interest) of estimated net taxable income pursuant to Section 3.85.06 of this Agreement in the taxable year (or portion thereof) shall make and any “guaranteed payment” within the following deposits meaning of Section 707(c) of the Code to which the distribution relates (such Member, the “Highest Tax Member”), an amount, as reasonably determined by the Managing Member in accordance herewith, equal to the product of (i) the estimated aggregate taxable income allocated to the Highest Tax Member, calculated by excluding the tax consequences resulting from any adjustment pursuant to Section 743(b) of the Code, (X) including any allocation of income pursuant to Section 704(c) of the Code and distributionsthe Treasury Regulations promulgated thereunder in such applicable taxable year (or portion thereof), (Y) presuming all available foreign tax credits and research and development credits will be taken as deductions and (Z) taking into account all items of loss, deduction, expense and any other Tax items which have the effect of reducing Taxes payable, including the utilization of any excess business interest expense under Code Section 163(j), previously allocated to such Member for any taxable year (or portion thereof) that begins after the Effective Date to the extent not previously taken into account for purposes of Available Funds and determining the Reserve Account Draw AmountTax Amount for a taxable year (or portion thereof), on deposit multiplied by (ii) the Assumed Tax Rate. For purposes of Tax Distributions, any Class C Units held by a Member shall only be entitled to an annual Tax Distribution hereunder in the Collection Account for such Payment Date, in the following order of priority: (1) first, an amount equal to the Indenture Trustee amount of taxable income allocated to the holders thereof for the relevant taxable year (less any losses allocated thereto in a prior taxable year and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid taken into account hereunder) multiplied by the Servicer; provided, however, Assumed Tax Rate. In the event that fees, expenses and indemnification amounts payable the Available Cash for any Tax Distribution to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 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 Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available made hereunder is insufficient to pay the entire full amount of the Accrued Class A Note InterestTax Distribution that would otherwise be required under this Section 4.01(c) (such shortfall, a “Shortfall Amount”), then the amounts available will amount of Available Cash shall be applied distributed to the payment of such interest on the Class A Notes Members under this Section 4.01(c) on a pro rata basis based on (in the amount of interest payable same proportions that would have been distributed to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders Member pursuant to this Section 8.2(b4.01(c) of if Available Cash had existed in a sufficient amount to make such Tax Distribution in full). The Managing Member shall in good faith increase subsequent Tax Distributions to appropriately take into account any Shortfall Amount. Tax Distributions shall be treated as an advance against distributions pursuant to Sections 4.01(a) and 4.01(b) for all purposes (and in the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders case of Class C NotesUnits, as an advance against, as applicable, the Accrued Class C Note Interest due Cash Amount or Class C Exchanged Shares), and, thus shall reduce and accrued for offset subsequent distributions under Sections 4.01(a) and 4.01(b) (and, in the related Interest Period; (8) eighthcase of Class C Units, for distribution Section 7.01(e)). For the avoidance of doubt, Tax Distributions shall be made only with respect to income of the Company allocated to the Noteholders in accordance Members (as opposed to income recognized by any Member with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, respect to the Noteholders issuance or vesting of Class D Notes, the Accrued Class D Note Interest due and accrued for the related Interest Period;such Member’s units or any guaranteed payment in respect of services).

Distributions. (a) Prior to any acceleration of On each Distribution Date, based solely on the Notes pursuant to Section 5.2 of the Indenture, on each Payment DateDistribution Date Statement, the Indenture Trustee (based on information contained in will apply the Servicer’s Certificate delivered on or before Net Collections available from the related Determination 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 pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, distributions in the following amounts and order of priority: (1i) firstto 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 Owner TrusteeTrust Agent, any accrued and unpaid fees (including unpaid of the Indenture Trustee fees or Trustee, the Owner Trustee and the Trust Agent, in each case to the extent such fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) have not been previously paid by the ServicerServicer or the Administrator; (iii) to the Note Distribution Account, the Note Interest Distributable Amount to be paid to the Holders of the Class A Notes at their respective Interest Rates; (iv) to the Note Distribution Account, if such Distribution Date is a Note Final Scheduled Distribution Date for any Class of Notes, the Note Principal Distributable Amount to the extent of the remaining principal amount of such Class of Notes, to be paid to the Holders of such Class of Notes; (v) 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 Prefunding Account representing earnings from investments therein and amounts transferred from the Capitalized Interest Account, if any) remaining after giving effect to the distributions described in clauses (i) through (v) above, the remaining Note Principal Distributable Amount (after giving effect to the payment, if any, described in clauses (iv) and (v) above), to be paid first to the Holders of the Class A-1 Notes until the principal amount of the Class A-1 Notes has been reduced to zero, second, to the Holders of the Class A-2 Notes until the principal amount of the Class A-2 Notes has been reduced to zero, third, to the Holders of the Class A-3 Notes until the principal amount of the Class A-3 Notes has been reduced to zero, and fourth, to the Holders of the Class A-4 Notes until the principal amount of the Class A-4 Notes has been reduced to zero; (vii) to the Insurer, after giving effect to the distributions described in clauses (i) through (vi) above, (A) any amounts, including the Premium, owing to the Insurer under the Insurance Agreement and (B) any unreimbursed Insurer Defense Costs; (viii) to the Spread Account, after giving effect to the distributions described in clauses (i) through (vii) above, the amount, if any, required to increase the amount therein to the Spread Account Maximum for such Distribution Date; providedand (ix) any amounts remaining after distribution of the Accelerated Principal Distributable Amount as part of the Note Principal Distributable Amount, howeverif 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 feesrepresent 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, expenses in that order of priority, but only to the extent that the Net Collections (plus amounts transferred to the Payment Account from the Prefunding Account, representing earnings from investments therein, and indemnification amounts payable 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 amounts to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum in the aggregate; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) thirda Distribution Date in connection with the Insurer's election to pay, to as provided in the Noteholders Policy, all or a portion of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on any shortfalls in the amount of interest payable to each Class of Class A Notes; Net Collections (4) fourth, for distribution plus amounts transferred to the Noteholders pursuant Payment Account from the Prefunding Account, representing earnings from investments therein, and amounts transferred to Section 8.2(b) of the Indenture, Payment Account from the First Allocation of PrincipalCapitalized Interest Account, if any; ) with respect to such Distribution Date available to distribute the amounts referred to in clause (5vi) fifth, to the Noteholders of the Class B Notesabove, the Accrued Class B Note Interest due and accrued for Indenture Trustee shall distribute the related Interest Period; (6) sixth, for distribution to amounts so received from the Noteholders Insurer as provided in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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;such clause.

Distributions. (a) Prior The Servicer shall calculate all amounts required to any acceleration of be deposited pursuant to this Section and deliver a Servicer’s Certificate on or before the Notes second Business Day prior to each Payment Date pursuant to Section 5.2 4.09. (b) On each Payment Date, except as specified in Section 5.04(b) of the Indenture, on each Payment Date, 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 Determination second Business Day prior to each Payment Date pursuant to Section 3.84.09) shall to make the following deposits and distributions, to the extent of distributions from Available Funds and the Reserve Account Draw Amount, Amounts on deposit in the Collection Account for such Payment DateAccount, including amounts deposited pursuant to Section 5.06(b) and (c), in the following order of and priority: (1i) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum in the aggregate; (2) second, to the Servicer, the Servicing Fee and all Fee, including any unpaid Servicing Fees with respect to one or more prior periodsCollection Periods and Advances not previously reimbursed to the Servicer to the extent set forth in Section 5.08; (3ii) third, to the Noteholders of the Class A NotesNoteholders, (a) the Accrued Class A Note Interest due and aggregate amount of interest accrued for the related Interest PeriodPeriod 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; providedand (b) the excess, if any, of the amount of interest payable to the Class A Noteholders on those prior 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; provided that if there are not sufficient funds available to pay the entire amount of the Accrued accrued and unpaid interest on the Class A Note InterestNotes, the amounts available will shall be applied to the payment of such interest on the Class A Notes on a pro rata basis based on upon the amount of interest payable to due on each Class of Class A Notes; (4iii) fourthto the Noteholders, for distribution to the Noteholders pursuant to Section 8.2(b8.02(d) of the Indenture, the First Allocation of PrincipalPriority Principal Distribution Amount, if any; (5iv) fifth, to the Noteholders of the Class B NotesNoteholders, (a) the Accrued Class B Note Interest due and aggregate amount of interest accrued for the related Interest PeriodPeriod on each of the Class 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; (6v) sixthto the Noteholders, for distribution pursuant to the Noteholders in accordance with Section 8.2(b8.02(d) of the Indenture, the Second Allocation of PrincipalPriority Principal Distribution Amount, if any; (7vi) seventh, to the Noteholders of Class C NotesNoteholders, (a) the Accrued Class C Note Interest due and aggregate amount of interest accrued for the related Interest PeriodPeriod 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; (8) eighthvii) to the Noteholders, for distribution pursuant to the Noteholders in accordance with Section 8.2(b8.02(d) of the Indenture, the Third Allocation of PrincipalRegular Principal Distribution Amount; (viii) to the Reserve Account, from Available Amounts remaining, the amount, if any; , necessary to cause the amount on deposit in that account to equal the Reserve Account Required Amount; (9ix) ninthfirst, to the Noteholders Indenture Trustee and the Owner Trustee, pro rata, and second, to the Asset Representations Reviewer, any reimbursements, expenses and indemnification amounts, in each case to the extent such reimbursements, expenses and indemnification amounts have not been previously paid by the Servicer and to the Securities Intermediary, any accrued and unpaid indemnification expenses owed to it; and (x) any remaining Available Amounts indicated in the Servicer’s Report to be for deposit into the Certificate Distribution Account for subsequent distribution to the Certificateholder pursuant to Section 5.02 of Class D Notes, the Accrued Class D Note Interest due and accrued for the related Interest Period;Trust Agreement.

Distributions. (a) Prior The Servicer shall calculate all amounts required to any acceleration of be deposited pursuant to this Section and deliver a Servicer’s Certificate on or before the Notes second Business Day prior to each Payment Date pursuant to Section 5.2 4.09. (b) On each Payment Date, except as specified in Section 5.04(b) of the Indenture, on each Payment Date, 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 Determination second Business Day prior to each Payment Date pursuant to Section 3.84.09) shall to make the following deposits and distributions, to the extent of distributions from Available Funds and the Reserve Account Draw Amount, Amounts on deposit in the Collection Account for such Payment DateAccount, including amounts deposited pursuant to Section 5.06(b), in the following order of and priority:: 14 (2017-B Sale and Servicing Agreement) (1i) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum in the aggregate; (2) second, to the Servicer, the Servicing Fee and all Fee, including any unpaid Servicing Fees with respect to one or more prior periodsCollection Periods, and Advances not previously reimbursed to the Servicer; (3ii) third, to the Noteholders of the Class A NotesNoteholders, (a) the Accrued Class A Note Interest due and aggregate amount of interest accrued for the related Interest PeriodPeriod 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; providedand (b) the excess, if any, of the amount of interest payable to the Class A Noteholders on those prior 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; provided that if there are not sufficient funds available to pay the entire amount of the Accrued accrued and unpaid interest on the Class A Note InterestNotes, the amounts available will shall be applied to the payment of such interest on the Class A Notes on a pro rata basis based on upon the amount of interest payable to due on each Class of Class A Notes; (4iii) fourthto the Noteholders, for distribution to the Noteholders pursuant to Section 8.2(b8.02(d) of the Indenture, the First Allocation of PrincipalPriority Principal Distribution Amount, if any; (5iv) fifth, to the Noteholders of the Class B NotesNoteholders, (a) the Accrued Class B Note Interest due and aggregate amount of interest accrued for the related Interest PeriodPeriod on each of the Class 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; (6v) sixthto the Noteholders, for distribution pursuant to the Noteholders in accordance with Section 8.2(b8.02(d) of the Indenture, the Second Allocation of PrincipalPriority Principal Distribution Amount, if any; (7vi) seventh, to the Noteholders of Class C NotesNoteholders, (a) the Accrued Class C Note Interest due and aggregate amount of interest accrued for the related Interest PeriodPeriod 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; (8) eighthvii) to the Noteholders, for distribution pursuant to the Noteholders in accordance with Section 8.2(b8.02(d) of the Indenture, the Third Allocation of PrincipalRegular Principal Distribution Amount; 15 (2017-B Sale and Servicing Agreement) (viii) to the Reserve Account, from Available Amounts remaining, the amount, if any; , necessary to cause the amount on deposit in that account to equal the Reserve Account Required Amount; (9ix) ninthfirst, to the Noteholders Indenture Trustee and the Owner Trustee, pro rata, and second, to the Asset Representations Reviewer, any reimbursements, expenses and indemnification amounts, in each case to the extent such reimbursements, expenses and indemnification amounts have not been previously paid by the Servicer and to the Securities Intermediary, any accrued and unpaid indemnification expenses owed to it; and (x) any remaining Available Amounts indicated in the Servicer’s Report to be for deposit into the Certificate Distribution Account for subsequent distribution to the Certificateholder pursuant to Section 5.02 of Class D Notes, the Accrued Class D Note Interest due and accrued for the related Interest Period;Trust Agreement.

Distributions. (a) Prior to any acceleration of Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Indenture Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee, the Owner Trustee and the Owner TrusteeAsset Representations Reviewer, any accrued and unpaid fees (including unpaid Indenture Trustee fees or fees, Owner Trustee fees and Asset Representations Reviewer fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by Santander Consumer (in the Servicercase of such amounts owing to the Asset Representations Reviewer) or the Servicer (in the case of such amounts owing to the Indenture Trustee or the Owner Trustee), as applicable; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Owner Trustee Asset Representations Reviewer pursuant to this clause first shall be limited to $100,000 300,000 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 Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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;

Distributions. Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, make any Distribution, other than the following (collectively, “Permitted Distributions”): (a) Prior each Restricted Subsidiary may make Distributions to any acceleration of the Notes pursuant to Section 5.2 of the Indenture, on each Payment DateHoldings, the Indenture Trustee Borrower and to other Restricted Subsidiaries (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Dateand, in the following order case of priority: (1) firsta Distribution by a non- Wholly Owned Restricted Subsidiary, to Holdings, the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) Borrower and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses other Restricted Subsidiary and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 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 Noteholders each other owner of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment Stock of such interest on the Class A Notes Restricted Subsidiary on a pro rata basis based on their relative ownership interests of the amount relevant class of interest payable to each Class of Class A NotesStock); (4b) fourthwithout duplication of any Distributions made pursuant to clause (c) below, (i) Holdings may (or may make Distributions to permit any Parent Entity to directly or indirectly) redeem in whole or in part any of its Stock (A) for another class of its (or such Parent Entity’s) Stock or rights to acquire its Stock (or its Parent’s Stock), (B) with proceeds from substantially concurrent direct or indirect equity contributions by any Parent Entity to Holdings, or (C) with proceeds from substantially concurrent issuances of new Stock of Holdings (or new Stock of any Parent Entity); provided that any terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class of Stock referenced in clause (A) or (C) are at least as advantageous to the Lenders as those contained in the Stock redeemed thereby and (ii) Holdings may declare and make any Distribution payable solely in the Stock (other than Disqualified Stock not otherwise permitted by Section 8.12) of Holdings; (c) without duplication of any Distributions made pursuant to clause (b) above, any redemption or other acquisition by Holdings of its Stock pursuant to the “Redemption Right” or the “Call Right” (each as described in the Section of the Registration Statement for the IPO Transactions entitled “Corporate reorganization”) to be included in the Holdings LLC Agreement upon the effectiveness of the IPO Transactions (it being understood and agreed, for distribution the avoidance of doubt, that such redemption shall not in any event be made with the proceeds of any Distribution from the Borrower or any of its Restricted Subsidiaries to Holdings), in each case, so long as the consideration paid by Holdings for such redemption or other acquisition is not cash or any other assets of Holdings, the Borrower their respective Restricted Subsidiaries. (d) to the Noteholders extent constituting Distributions, Holdings and its Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 8.11 (other than pursuant to Section 8.2(bclause (p) of the Indenture, the First Allocation definition of Principal, if any“Permitted Investments”) or Section 8.14(g); (5e) fifthrepurchases of Stock of Holdings (Stock of any Parent Entity) or any Restricted Subsidiary deemed to occur upon exercise, to the Noteholders vesting and/or settlement of Stock if such Stock represents a portion of the Class B Notesexercise price thereof or any portion of required withholding or similar taxes due upon the exercise, the Accrued Class B Note Interest due and accrued for the related Interest Periodvesting and/or settlement thereof; (6f) sixthso long as no Default or Event of Default shall be continuing, from and after the date that is twelve (12) months after the consummation of the IPO Transactions, Holdings or any Restricted Subsidiary may pay (or make Distributions to allow any Parent Entity to pay) for the repurchase, retirement or other acquisition or retirement for value of Stock of it or any Parent Entity (or any options or warrants or stock appreciation or similar rights issued with respect to any of such Stock) held by any future, present or former employee, director, officer or other individual service provider (or any Affiliates, spouses, former spouses, other immediate family members, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing) of Holdings (or any Parent Entity) or any of the other Restricted Subsidiaries pursuant to any employee, management or director equity plan, employee, management or director stock option plan or any other employee, management or director benefit plan or any agreement (including any stock option or stock appreciation or similar rights plan, any management, director and/or employee stock ownership or equity-based incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement) with any employee, director, officer or other individual service provider of Holdings (or any Parent Entity) or any Restricted Subsidiary; provided that any such payments do not exceed $10,000,000 in any Fiscal Year plus (i) all net cash proceeds obtained by any Parent Entity (and contributed to the Borrower) or the Borrower during such calendar year from the sale or issuance of such Stock to other present or former officers, employees, directors and other individual service provider in connection with any plans or agreements set forth above in this clause (f) plus (ii) all net cash proceeds obtained from any key-man life insurance policies received by the Borrower during such calendar year; provided that any unused portion of the preceding basket calculated pursuant to clauses (i) and (ii) above for any Fiscal Year may be carried forward to the next two (2) succeeding Fiscal Years up to a maximum of $15,000,000 in the aggregate in any Fiscal Year; provided, further, that cancellation of Debt owing to Holdings (or any Parent Entity of Borrower) or any of its Restricted Subsidiaries from employees, directors, officers or other individual service providers of the Borrower, any of the Borrower’s Parent Entity or any of Holdings’ Restricted Subsidiaries in connection with a repurchase of Stock of a Parent Entity or Holdings will not be deemed to constitute a Distribution for purposes of this covenant or any other provision of this Agreement; (g) Holdings and its Restricted Subsidiaries may make Distributions to any direct or indirect owner thereof (including but not limited to any Parent Entity of Holdings): (i) the proceeds of which shall be used to make Permitted Tax Distributions; (ii) the proceeds of which shall be used: (A) to make payments to ▇▇▇▇▇ Brothers, LLC, a Texas limited liability company, in respect of the “retainer fees” under the Shared Services Agreement in an aggregate amount not to exceed in any Fiscal Year $7,000,000; and (B) to pay such Parent Entity’s operating costs and expenses incurred in the ordinary course of business, other overhead costs and expenses and fees (including administrative, legal, accounting and similar expenses provided by third parties as well as trustee, directors and general partner fees) which are reasonable and customary and incurred in the ordinary course of business and attributable to the ownership or operations of Holdings and its Restricted Subsidiaries (including any reasonable and customary indemnification claims made by directors or officers of any Parent Entity attributable to the direct or indirect ownership or operations of Holdings and its Restricted Subsidiaries) and fees and expenses otherwise due and payable by Holdings under the Shared Services Agreement in respect of services provided thereunder (for the avoidance of doubt, excluding any “retainer fees” permitted to be paid thereunder pursuant to subclause (A) of this clause (ii)) in an aggregate amount not to exceed in any Fiscal Year, for distribution all such amounts under this clause (ii)(B), the greater of (1) $4,500,000 and (2) 2.00% of the Consolidated EBITDA of Holdings and its Restricted Subsidiaries for the Fiscal Year most recently ended for which financial statements are available; provided that (x) such payments are made in respect of services performed on behalf of, or expenses incurred by, Holdings and its Restricted Subsidiaries on an arm’s length basis and (y) such payments are approved by the Board of Directors of ProFrac Holding Corp. if required by the policies of such Board of Directors related to arm’s length transactions; (iii) the proceeds of which shall be used to pay franchise, excise and similar taxes, and other fees and expenses, required to maintain its (or any of its direct or indirect parents’) existence; (iv) the proceeds of which shall be used to finance any Permitted Acquisition or any other acquisition constituting a Permitted Investment; provided that (A) such Distribution shall be made substantially concurrently with the closing of such Investment and (B) Holdings, the Borrower or such Parent Entity shall, immediately following the closing thereof, cause all property acquired (whether assets or Stock (other than Excluded Stock described in clause (g) of the definition thereof) to be held by or contributed to the Noteholders Borrower or a Restricted Subsidiary of the Borrower; (v) the proceeds of which shall be used to pay customary costs, fees and expenses (other than to Affiliates) related to any unsuccessful Stock or Debt offering, Refinancing, issuance or incurrence transaction or any Disposition, acquisition or Investment permitted by this Agreement; and (vi) the proceeds of which shall be used to pay customary salary, compensation, bonus and other benefits payable to officers, employees, consultants and other service providers of any Parent Entity or partner of the Borrower to the extent such salaries, compensation, bonuses and other benefits are attributable to the ownership or operation of Holdings and its Restricted Subsidiaries in an aggregate amount not to exceed in any Fiscal Year, for all such amounts under this clause (vi), when taken together with any Distributions made pursuant to clause (ii)(B) above, the greater of (A) $7,000,000 and (B) 2.00% of the Consolidated EBITDA of Holdings and its Restricted Subsidiaries for the Fiscal Year most recently ended for which financial statements are available; (h) Holdings or any of its Restricted Subsidiaries may (a) pay cash in lieu of fractional Stock in connection with any dividend, split or combination thereof or any Permitted Acquisition (or any other acquisition constituting a Permitted Investment) and (b) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with Section 8.2(bits terms; (i) in addition to the foregoing Distributions (i) Holdings or any Restricted Subsidiary of Holdings may make additional Distributions so long as the Specified Conditions shall have been satisfied with respect thereto at the time of (and after giving effect to) such Distributions, (ii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower or any Restricted Subsidiary of Holdings may make additional Distributions, measured at the time made, in an aggregate amount not to exceed $5,000,000 and (iii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make additional Distributions in an aggregate amount not to exceed an amount equal to the Available Equity Amount at the time such Distributions are paid; and (j) Holdings or any Restricted Subsidiary of Holdings may pay (or may make Distributions to allow any Parent Entity to pay) Distributions in an amount equal to withholding or similar taxes payable or expected to be payable by any present or former employee, director, manager, consultant or other service provider (or its Affiliates, or any of their respective estates or immediate family members) and any repurchases of Stock in consideration of such payments including deemed repurchases in connection with the exercise of Stock options; (k) to the extent constituting Distributions, the transactions described in clause (i) of the Indenture, the Second Allocation definition of Principal, if anyIPO Transactions; (7l) seventh, any Distribution by Holdings pursuant to the Noteholders of Class C Notes, the Accrued Class C Note Interest due FTS Distribution and accrued for the related Interest PeriodContribution Transaction; (8) eighth, for distribution to m) any Distribution by Holdings of the Noteholders Stock of a Person acquired by Holdings or any of its Subsidiaries in accordance with Section 8.2(bthe provisions set forth herein so long as (i) all or substantially all of the Indenture, property and assets of such Person (including any Stock owned by such Person other than the Third Allocation Stock of Principal, if any; (9Holdings or any Parent Entity) ninth, contributed to the Noteholders Borrower or a Guarantor (other than Holdings, other than to the extent that Holdings substantially contemporaneously therewith contributes such property and assets to one of Class D Notesits Subsidiaries that is a Guarantor) substantially simultaneously with such acquisition (and, the Accrued Class D Note Interest due and accrued for the related Interest Periodavoidance of doubt, prior to such Distribution) and the Borrower or such Guarantor has complied with the Collateral and Guarantee Requirements with respect to such property and assets (including any Stock owned by such Person) so contributed and (ii) such Person, after giving effect to subclause (i) above, individually has assets with a Fair Market Value of less than $2,000,000, and in the aggregate for all such transactions during the term of the Agreement, such Persons, in each case after giving effect to subclause (i) above, collectively have assets with a Fair Market Value of less than $5,000,000 (it being understood and agreed that such caps shall not include any assets held by any such Person after the Stock of such Person has been distributed by Holdings pursuant the provisions of this clause (m)); (n) [reserved]; and (o) Holdings or any Restricted Subsidiary of Holdings may pay (or may make Distributions to allow any Parent Entity to pay) Distributions from the Net Equity Proceeds received by Holdings or any of its Restricted Subsidiaries from the consummation of the IPO Transaction so long as (i) no Event of Default exists or would arise as a result of making such Distribution, (ii) such Net Equity Proceeds are Not Otherwise Applied, (iii) such Distribution is made no later than seven (7) days following Holdings’ or its Restricted Subsidiaries’ receipt of such Net Equity Proceeds, as applicable, and (iv) the aggregate amount of Distributions made in reliance of this clause (o) does not exceed $72,930,000.

Distributions. (a) Prior to any acceleration of Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Indenture Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee, the Owner Trustee and the Owner Delaware 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 Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any ), reasonable expenses (including and indemnification amounts) amounts to the extent not previously paid by the ServicerSantander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee, the Delaware Trustee and the Owner Trustee Asset Representations Reviewer pursuant to this clause first shall be limited to $100,000 300,000 per annum in the aggregateaggregate (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); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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 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; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of Class D the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee, the Delaware Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (12) twelfth, 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 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 Accrued Class D Note Interest due Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. 17 Sale and accrued for Servicing Agreement (SDART 2023-6) (b) After the related Interest Period;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. (a) Prior On each Determination Date, the Servicer shall calculate all amounts required to any acceleration of the Notes be deposited or paid pursuant to this Section and deliver a Servicer’s Certificate pursuant to Section 5.2 of the Indenture, on 4.09. (b) On each Payment Date, 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 Determination Date pursuant to Section 3.84.09) shall to make the following deposits and distributions, to the extent of distributions on such Payment Date from Available Funds and the Reserve Account Draw Amount, Amounts on deposit in the Collection Account for such Payment DateAccount, and, in the event of a shortfall in meeting the payments described in clauses (i) through (iv) below (an “Available Amounts Shortfall”), from amounts withdrawn from the Reserve Account, in the following order of and priority: (1i) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum in the aggregate; (2) second, to the Servicer, the Servicing Fee (and all any accrued and unpaid Servicing Fees with respect to from prior periodsCollection Periods), and Nonrecoverable Advances; (3ii) third, to the Noteholders Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, pro rata, based on amounts due to each such party, for payment of any Trustee and Reviewer Fees and other amounts required to be paid to such party pursuant to the terms of the Class A NotesIndenture, the Accrued Class A Note Trust Agreement or the Asset Representations Review Agreement, respectively (including, without limitation, expenses and indemnification amounts), in an aggregate amount not to exceed $250,000 in any calendar year; (iii) to the Interest due and Distribution Account, (a) the aggregate amount of interest accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount Period on each of the Accrued Class of Notes at their respective Class A Note Interest, Rate on the amounts available will be applied Outstanding Amount as of the previous Payment Date after giving effect to all payments of principal to the payment of such interest Noteholders on the Class A Notes on a pro rata basis based on preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to each Class of the Noteholders on prior Payment Dates over the amounts actually paid to the Noteholders on those prior Payment Dates, plus interest on any such shortfall at the related Class A NotesRate to the extent permitted by law; (4iv) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the IndenturePrincipal Distribution Account, the First Allocation of PrincipalPriority Principal Distribution Amount, if any; (5v) fifth, to the Noteholders of the Class B NotesReserve Account, the Accrued Class B Note Interest due and accrued for amount, if any, necessary to cause the related Interest Periodamount on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (6vi) sixthto the Principal Distribution Account, the Regular Principal Distribution Amount; (vii) to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, pro rata, based on amounts due to each such party, for distribution payment of any Trustee and Reviewer Fees and other amounts required to be paid to such party pursuant to the Noteholders in accordance with Section 8.2(b) terms of the Indenture, the Second Allocation Trust Agreement or the Asset Representations Review Agreement, respectively (including, without limitation, expenses and indemnification amounts), to the extent any such amounts remain unpaid after application of Principalclause (ii) above; and (viii) any Available Amounts remaining, if any; (7) seventh, to the Noteholders of Class C NotesCertificate Distribution Account. On each Payment Date, the Accrued Class C Note Interest due and accrued for Servicer shall instruct the Indenture Trustee to distribute (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 4.09), any amounts deposited into the Interest Period; (8) eighth, for distribution Distribution Account as payment of interest on the Notes pursuant to the Noteholders priority set forth in accordance with Section 8.2(b8.02(d) of the Indenture and the Principal Distribution Account as payment of principal on the Notes pursuant to the priority set forth in Section 8.02(e) of the Indenture. Notwithstanding that the Notes have been paid in full, the Third Allocation Securities Intermediary shall continue to maintain the Collection Account hereunder until the Certificate Percentage Interest is reduced to zero. (c) Except as otherwise provided hereunder or agreed in writing among the parties hereto, the Servicer shall retain the authority to institute, participate and join in any plan of Principalreorganization, if any; (9) ninthreadjustment, merger or consolidation with respect to the issuer of any securities held hereunder in the Trust Accounts, and, in general, to exercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote on any securities. (d) The Indenture Trustee is authorized to deposit uninvested funds in non-interest bearing, unsecured demand deposit accounts at affiliated banks, purchase and sell investment securities through or from affiliated banks and broker-dealers, invest funds in registered investment companies that receive investment management and custodial services from the Noteholders Indenture Trustee or its affiliates, subject to the limitations set forth herein. (e) The Issuer acknowledges that to the extent regulations of Class D Notesthe Comptroller of the Currency or other applicable regulatory entity grant the Issuer the right or option to receive individual confirmations of security transactions at no additional cost, as they occur, the Accrued Class D Note Interest due and accrued Issuer specifically waives the option to receive such confirmation to the extent permitted by law. The Indenture Trustee will furnish the Issuer periodic cash transaction statements that include detail for all investment transactions made by the related Interest Period;Indenture Trustee hereunder.

Distributions. (a) Prior to any acceleration of the Notes pursuant to Section 5.2 of the Indenture, on On each Payment Date, the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) Paying Agent shall make the following deposits and distributions, distribute to the extent of Available Funds and the Reserve Account Draw AmountCertificateholders, all funds on deposit in the Collection Certificate Distribution Account and available for distribution on such Payment Date. (i) On each Payment Date, amounts on deposit in the Certificate Distribution Account in respect of the Interest Remittance Amount following distributions pursuant to Section 3.05(b)(ii) of the Indenture shall be distributed in the following order of priority, in each case to the extent of the then remaining Interest Remittance Amount: (1A) first, to the Indenture Trustee and the Owner Trustee, in respect of any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect amount owing to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee hereunder and in respect of any Expenses of the Trust remaining unpaid pursuant to Section 2.11 of this clause first shall be limited to $100,000 per annum in the aggregate;Agreement; and (2B) second, to the ServicerCertificateholders, on a pro rata basis, based on the Accrued Certificate Interest thereon, the Servicing Fee and all Accrued Certificate Interest on each Class of Certificates for such Payment Date, plus any such Accrued Certificate Interest remaining unpaid Servicing Fees with respect from any previous Payment Date provided, that if the Interest Remittance Amount is insufficient to prior periods; (3) pay the Certificateholders in full any Accrued Certificate Interest thereon, the amount of such shortfall shall be allocated first, to the Class X Certificates, second, to the Class C-3 Certificates, third, to the Noteholders Class C-2 Certificates and fourth, to the Class C-1 Certificates. (ii) On each Payment Date, amounts on deposit in the Certificate Distribution Account in respect of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available Principal Remittance Amount following distributions pursuant to pay the entire amount Section 3.05(c)(i) of the Accrued Class A Note InterestIndenture shall be distributed in the following order of priority, the amounts available will be applied in each case to the payment extent of such interest on the then remaining Principal Remittance Amount: (A) first, to the Owner Trustee, in respect of any amount owing to the Owner Trustee hereunder and in respect of any Expenses of the Trust remaining unpaid pursuant to Section 2.11 and Section 5.01(a)(1)(A) of this Agreement; and (B) second, to the Class A Notes C Certificateholders, to the Class C Certificates, on a pro rata basis basis, based on the amount then-current Certificate Principal Balances, the remainder of interest payable the Principal Remittance Amount, in reduction of the Certificate Principal Balances thereof, until reduced to each Class of Class A Notes;zero. (4iii) fourth, for distribution to In the Noteholders pursuant to events that the Certificate Paying Agent receives amounts in connection with Section 8.2(b) 5.04 of the Indenture, such amounts shall be distributed to the First Allocation of Principal, if any;Certificates as follows: (5A) fifthfirst, to the Noteholders Owner Trustee, in respect of any amount owing to the Owner Trustee hereunder and in respect of any Expenses of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period;Trust remaining unpaid pursuant to Section 2.11 of this Agreement; and (6B) sixthsecond, for distribution to the Noteholders Certificateholders on a pro rata basis, first, in respect of any Accrued Certificate Interest thereon and second, in reduction of the Certificate Principal Balances thereof, until such balances have been reduced to zero. (b) In the event that any withholding tax is imposed on the distributions (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 8.2(b) 5. 01. The Certificate Paying Agent is hereby authorized and directed to retain or cause to be retained from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the IndentureTrust (but such authorization shall not prevent the Owner 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 a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Certificate Paying Agent and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with Section 8.2(bthis paragraph (b). (c) Distributions to Certificateholders shall be subordinated to the creditors of the IndentureTrust, including 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;Bondholders.

Distributions. (a) Prior to any acceleration of the Notes pursuant to Section 5.2 of the Indenture, on each Payment Date, the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 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 Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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;

Distributions. (a) Prior to any acceleration of the Notes pursuant to Section 5.2 of the Indenture, on On each Payment Distribution Date, the Indenture Trustee (based on information contained shall apply the funds in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributionsAccount, solely to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment DateCertificate Account, in the following order of priorityas follows: (1i) first, to the Indenture Trustee and the Owner Trustee, reimbursement for any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid approved Extraordinary Trust Expenses incurred by the Servicer; provided, however, that fees, expenses Trustee in accordance with Section 6(b) hereof and indemnification amounts payable to approved by not less than 100% of the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum in the aggregateCertificateholders; (2ii) second, pro rata to the ServicerCertificateholders, distributions accrued during the Servicing Fee related Collection Period at the rate of 8.15% per annum on the stated amount of such Certificates and all unpaid Servicing Fees with respect to prior periodsdistributable on such Certificates on such Distribution Date commencing on July 15, 2003 and ending on the Final Scheduled Distribution Date; (3iii) third, to the Noteholders Certificateholders, if available, any additional payments paid by the Underlying Securities Issuer as a result of a delay in the receipt by the Trustee of any interest payment on the Underlying Securities; (iv) fourth, pro rata to the Certificateholders, on the Final Scheduled Distribution Date only, a distribution of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire aggregate principal amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A NotesUnderlying Securities; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5v) fifth, to the Noteholders extent there remain Available Funds in the Certificate Account, to any creditors of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period;Trust in satisfaction of liabilities thereto; and (6vi) sixth, for distribution to the Noteholders extent there remain Available Funds in the Certificate Account, to Merrill Lynch Capital Services, Inc. and if no Available Fund▇ ▇▇▇▇▇n ▇▇ ▇he Certificate Account then no distribution will be made pursuant to this Section 5(a)(vi). Subject to Section 9(c) hereof, to the extent Available Funds are insufficient to make any required distributions due to the Certificates on any Distribution Date, any shortfall will be carried over and will be distributed on the next Distribution Date on which sufficient funds are available on the Available Funds to pay such shortfall. Neither Merrill Lynch & Co. nor any of its Affiliates will have any claim again▇▇ ▇▇▇ T▇▇▇▇ pursuant to Section 5(a)(vi) if the Trust fails to make a distribution on a Distribution Date to such person because no Available Funds remain in the Certificate Account on such Distribution Date. (b) On an Optional Exchange Date, the Trustee shall distribute to Merrill Lynch & Co. or any of its Affiliates, other than the Depositor, ▇▇ ▇▇▇ ▇▇▇▇▇ Person exercising an optional exchange pursuant to Section 7 hereof, as the case may be, Underlying Securities in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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;7 hereof.

Distributions. (a) Prior On each Determination Date, the Servicer shall calculate all amounts required to any acceleration of the Notes be deposited pursuant to this Section and deliver a Servicer's Certificate pursuant to Section 5.2 4.09. (b) On each Payment Date, except as specified in Section 5.04(b) of the Indenture, on each Payment Date, the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s 's Certificate delivered on or before the related Determination Date pursuant to Section 3.84.09) shall to make the following deposits and distributions, to the extent of distributions from Available Funds and the Reserve Account Draw Amount, Amounts on deposit in the Collection Account, and in the event of an Available Amounts Shortfall from amounts withdrawn from the Reserve Account for such Payment Date, in the following order of and priority: (1i) firstto the 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 interest 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, of the amount of interest payable to the Class A Noteholders on those prior 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; (iii) to the 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 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 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; (x) to the Reserve Account, from Available Amounts remaining, the amount, if any, necessary to cause the amount on deposit in that account to equal the Reserve Account Required Amount; (xi) to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect fees, reimbursements and expenses, in each case to prior periods) the extent such fees, reimbursements and any reasonable expenses (including indemnification amounts) have not been previously paid by the Servicer; provided, however, that fees, expenses Servicer and indemnification amounts payable to the Indenture Trustee Securities Intermediary, any accrued and unpaid indemnification expenses owed to it; and (xii) any Available Amounts remaining, if any, to the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum or its agent, for deposit into the Certificate Distribution Account (as defined in the aggregate; (2Trust Agreement) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for subsequent distribution to the Noteholders Certificateholder pursuant to Section 8.2(b) 5.02 of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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;Trust Agreement.

Distributions. (a) Prior to any acceleration of Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Indenture Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 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 Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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; and (15) fifteenth, any funds remaining, to the 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 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 Certificateholders. 15 Sale and Servicing Agreement (2015-3)

Distributions. (a) Prior to any acceleration of the Notes pursuant to Section 5.2 of the Indenture, on each Payment DateDate (and, with respect to the first Payment Date following the termination of the Funding Period, prior to the application of funds pursuant to Section 8.2(c) of the Indenture), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits 15 Sale and Servicing Agreement (2013-1) and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 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 Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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; 16 Sale and Servicing Agreement (2013-1) (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; and (15) fifteenth, to the Certificate Distribution Account for distribution to 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 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. (a) Prior to any acceleration of Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Indenture Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1i) first, (A) to the Indenture Trustee 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 Owner TrusteeStandby Servicer, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) Standby Servicing Fees and any reasonable expenses (including and indemnification amounts) not previously paid by the Servicer; provided, however, that feesthat, 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 expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee Standby Servicer pursuant to this clause first shall be limited to $100,000 125,000 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 7.1(a), provided, that such Servicing Transition Costs payable pursuant to this clause first shall not exceed $200,000; provided, further, that amounts withdrawn from the Reserve Account may not be used to pay amounts due under clause (A) so long as BAC or an affiliate of BAC is the Servicer or under clause (B) so long as BAC or an affiliate of BAC is the Standby Servicer; 18 Sale and Servicing Agreement (BLAST 2025-4) (ii) second, pro rata, to the Indenture Trustee and the Owner Trustee (including in its individual capacity) and the Grantor Trust Trustee (including in its individual capacity), any accrued and unpaid fees, reasonable expenses and indemnification amounts, 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, 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 expenses and indemnification amounts payable (A) to the Indenture Trustee pursuant to this clause second shall be limited to $125,000 per annum in the aggregate, (B) to the Owner Trustee and the Grantor Trust Trustee pursuant to this clause second shall be limited to $120,000 per annum in the aggregate, and (C) to the Asset Representations Reviewer pursuant to this clause second 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; (3iii) third, to the Noteholders of the Class A Notes, pro rata, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4iv) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5v) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6vi) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any;; 19 Sale and Servicing Agreement (BLAST 2025-4) (7vii) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) viii) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; ; (9ix) ninth, to the Noteholders of Class D Notes, the Accrued Class D Note Interest due and accrued for the related Interest Period; (x) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Fourth Allocation of Principal, if any; (xi) eleventh, to the Noteholders of Class E Notes, the Accrued Class E Note Interest due and accrued for the related Interest Period; (xii) twelfth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Fifth Allocation of Principal, if any; (xiii) 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; (xiv) fourteenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (xv) fifteenth, pro rata, to the Indenture Trustee, the Owner Trustee (including in its individual capacity), the Grantor Trust Trustee (including in its individual capacity), the Standby Servicer and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first or clause second of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (xvi) 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 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 Certificateholders. 20 Sale and Servicing Agreement (BLAST 2025-4)

Distributions. (a) Prior to any acceleration of the Notes pursuant to Section 5.2 of the Indenture, on each Payment Date, the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 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 Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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 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; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of Class D the Indenture, the Regular Allocation of Principal, if any; and (11) eleventh, to the Certificate Distribution Account for distribution to 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 Accrued Class D Note Interest due 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 accrued for all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the related Interest Period;instructions provided from time to time by the Residual Interestholder.

Distributions. (a) Prior Except as set forth in clause (b) and (c) below, Distribution shall be made to any acceleration of the Notes pursuant to Section 5.2 of Members at the Indenture, on each Payment Date, the Indenture Trustee (based on information contained times and in the Servicer’s Certificate delivered on or before aggregate amounts determined by the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent Board of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, Managers in the following amounts and order of priority: (1i) first, to the Indenture Trustee Class A Holders until such Class A Holders have received (1) a return of the Initial Value (taking into account all prior Distributions) plus (2) an amount equal to a 10 percent (10%) per annum compound rate of return on the Initial Value outstanding from time to time after reduction for amounts Distributed to the Class A Holders hereunder (disregarding Distributions of the Tax Amount) (the “Hurdle Rate”), provided that for the purpose of computing whether or not the Initial Value and an amount equal to the Owner TrusteeHurdle Rate has been received by the Class A Holders, Distributions to the Class A Holders to the extent of the Tax Amount shall be disregarded; and (ii) thereafter, to the Class D-l Holders and Class A Holders based on the Total Interest of each such Class D-l Holders and Class A Holders. Notwithstanding any accrued provision to the contrary contained in this Agreement, the Company shall not make a Distribution to a Member on account of its interest in the Company if such Distribution would violate the Act or other applicable Law. (b) The Company shall, and unpaid fees shall cause its Subsidiaries to, (including unpaid Indenture Trustee fees or Owner Trustee fees A) perform duly and punctually their respective covenants in the Residual Sharing Agreement, and (B) conduct their business in the Ordinary Course of Business with respect to prior periodsthe Residual Value Assets and the Securitization Residual Value. The Company shall make no distribution to any other Member in respect of the Residual Value Interests or proceeds thereof, the right to such Residual Value Interests being solely attributable to the Residual Value Interest Holders. (c) and any reasonable expenses (including indemnification amounts) not previously paid The Company shall separately account for all Residual Proceeds received by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to Company from the Indenture Trustee and Financing Vehicles after the Owner Trustee pursuant to this clause first date hereof. All such Residual Proceeds received shall be limited deemed to $100,000 per annum in have been applied to reduce (i) first, the aggregate; accrued but unpaid Notional Subordinated Financing Interest as of the date such Residual Proceeds were received and (2ii) second, to the Servicerunpaid balance of the Notional Subordinated Financing Principal Amount. On each January 1, the Servicing Fee April 1, July 1, and October 1, commencing October 1, 2007, all accrued but unpaid Servicing Fees with respect to prior periods; (3) third, Notional Subordinated Financing Interest shall be added to the Noteholders then unpaid Notional Subordinated Financing Principal Amount, be deemed paid thereby and thereafter be deemed a part of the Class A Notes, Notional Subordinated Financing Principal Amount. After the Accrued Class A Note Interest due aggregate cumulative Residual Proceeds received from the Financing Vehicles equals the Notional Subordinated Financing Principal Amount and any accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note but unpaid Notional Subordinated Financing Interest, the amounts available will be applied Company shall Distribute ratably to the payment Residual Value Interest Holders an amount (the “Securitization Residual Value”) equal to eighty percent (80.0%) of such interest on all Residual Proceeds from time to time received from the Class A Notes on Financing Vehicles in excess of a pro rata basis based on the cumulative amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution equal to the Noteholders pursuant Notional Subordinated Financing Amount and any accrued but unpaid Notional Subordinated Financing Interest, promptly following receipt of any such excess Residual Proceeds. Notwithstanding anything in the foregoing to Section 8.2(b) of the Indenturecontrary, the First Allocation of Principal, if any; (5) fifth, Company shall promptly Distribute the Liquidated Value ratably to the Noteholders of the Class B Notes, the Accrued Class B Note Residual Value Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders Holders in accordance with Section 8.2(b) 5 of the IndentureResidual Sharing Agreement. Such Distribution of the Liquidated Value shall be deemed payment in full of all Securitization Residual Value and redemption of the Residual Value Interests, the Second Allocation of Principal, if any; (7) seventh, and no further Residual Proceeds shall be distributed to the Noteholders of Class C Notes, Residual Value Interest Holders thereafter. Residual Proceeds that are not included in the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders Securitization Residual Value shall be distributed in accordance with Section 8.2(b4.4(a) above. On dissolution of the IndentureCompany, after the liquidators pay, satisfy or discharge from the Company all of the debts, liabilities and obligations of the Company, the Third Allocation of Principal, if any; (9) ninth, Company shall distribute to the Noteholders of Class D Notes, Residual Value Interest Holders ratablv the Accrued Class D Note Interest due and accrued for the related Interest Period;Residual Value Assets.

Distributions. (a) Prior to any acceleration of the Notes pursuant to Section 5.2 of the Indenture, on On each Payment Distribution Date, the Indenture Trustee (based on information contained shall apply Available Funds in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priorityas follows: (1i) first, to the Indenture Trustee, reimbursement for any Extraordinary Expenses incurred by the Trustee pursuant to the instructions of all of the holders of the Certificates; and (ii) second, the remainder to the Certificateholders. (b) Notwithstanding the foregoing, if the Underlying Securities are redeemed, prepaid or liquidated in whole or in part due to the occurrence of an Underlying Securities Event of Default, the Trustee shall apply Available Funds as follows: (i) first, to the Trustee, as reimbursement for any Extraordinary Expenses incurred by the Trustee in accordance with Section 6(b) below and approved by 100% of the Certificateholders; and (ii) second, pro rata to the Certificateholders. (c) Unless otherwise instructed by holders of Certificates representing a majority of the Voting Rights, thirty (30) days after giving notice pursuant to Section 8 hereof, the Trustee shall sell the Underlying Securities pursuant to Section 13 hereof and deposit the Liquidation Proceeds, if any, into the Certificate Account for distribution not later than two (2) Business Days after the receipt of immediately available funds in accordance with Section 5(a) hereof provided, however, that if any Warrant Holder designates the proposed sale date as a Call Date and Optional Exchange Date pursuant to Section 7, the portion of Underlying Securities related to such Optional Exchange shall not be sold but shall be distributed to the Warrant Holder pursuant to Section 7 and the Owner Warrant Agent Agreement. (d) If the Trustee receives non-cash property in respect of the Underlying Securities as a result of a payment default on the Underlying Securities (including from the sale thereof), the Trustee will promptly give notice to the Depository, or for any Certificates which are not then held by DTC or any other depository, directly to the registered holders of the Certificates then outstanding and unpaid and to the Warrant Agent. Such notice shall state that the Trustee shall and the Trustee shall, not later than 30 days after the receipt of such property, allocate and distribute such property to the holders of Certificates then outstanding and unpaid (after deducting the costs incurred in connection therewith) in accordance with Section 5(a) hereof. Property other than cash will be liquidated by the Trustee, any accrued and unpaid fees the proceeds thereof distributed in cash, only to the extent necessary to avoid distribution of fractional securities to Certificateholders. In-kind distribution of such property to Certificateholders, based on the market value of such property as of the date of distribution to Certificateholders, will be deemed to reduce the Certificate Principal Amount of Certificates on a dollar-for-dollar basis. (including unpaid Indenture Trustee fees or Owner Trustee fees e) If a payment with respect to prior periodsthe Underlying Securities is made to the Trustee in connection with redemption, prepayment or liquidation, in whole or in part, of the Underlying Securities for any reason other than due to the occurrence of an Event of Default or at their maturity, the Trustee will distribute any such amounts received in accordance with Section 5(a) and any reasonable expenses on the next occurring Business Day (including indemnification amountsa "Special Distribution Date") not previously paid by as if the Servicerfunds had constituted Available Funds on the Distribution Date immediately preceding such Special Distribution Date; provided, however, that fees, expenses and indemnification amounts payable the Record Date for such Special Distribution Date shall be one Business Day prior to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 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 Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for day on which the related Interest Period; provided, that if there are not sufficient funds available to pay payment was received from the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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;Underlying Securities.

Distributions. (a) Prior to any acceleration of the Notes pursuant to Section 5.2 of the Indenture, on each Payment DateDate (and, with respect to the first Payment Date following the termination of the Funding Period, prior to the application of funds pursuant to Section 8.2(c) of the Indenture), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 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 Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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; and (15) fifteenth, to the Certificate Distribution Account for distribution to 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 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. (a) Prior to any acceleration of During the Notes pursuant to Section 5.2 of the IndentureRevolving Period, on the Distribution Date with respect to each Payment DateCollection Period, the Indenture Trustee (based on information contained in shall distribute the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, funds on deposit in the Collection Series 1997-1 Trustee's Account for (including amounts deposited pursuant to Section 4.07 and Section 8.01) on such Payment Distribution Date, in the following order of priority, in accordance with the Distribution Date Statement delivered pursuant to Section 5.02(a): (i) to the Servicer (if the Servicer is other than Federal-Mogul) the accrued and unpaid Monthly Servicing Fee and any Service Transfer expenses incurred by a Successor Servicer which have not been paid by Federal-Mogul as the initial Servicer; (ii) to the Class A Certificateholders, ratably in accordance with their respective Undivided Fractional Interests: (1A) firstfor payment of accrued and unpaid Program Fees, Administration Fees and Other Fees other than Breakage Costs; (B) for payment of the Class A Monthly Interest, any Class A Monthly Interest previously due but not paid and any Class A Additional Interest; and (C) for payment of accrued and unpaid Breakage Costs; provided, however, if remaining funds on deposit in the Series 1997-1 Trustee's Account are not sufficient to fund all amounts due pursuant to clauses (a)(ii) (A), (B) and (C), the Class A Certificateholders shall apply such remaining funds pro rata to the amounts due pursuant to clauses (a)(ii)(A), (B) and (C); (iii) to the Class A Certificateholders: (A) for the payment of the Escrow Account Amount, if any, and the Coverage Amount, if any, and such amount shall be applied to reduce the Class A Invested Amount; (B) If the Class A Invested Amount is greater than the Class A Purchase Limit on such Distribution Date, remaining funds in the Series 1997-1 Trustee's Account shall be applied to reduce the Class A Invested Amount until the Class A Invested Amount equals the Class A Purchase Limit; and (C) If the Seller elects to make an Optional Repayment pursuant to Section 4.07, the Optional Repayment Amount deposited to the Series 1997-1 Trustee's Account shall be applied to reduce the Class A Invested Amount. (iv) so long as Federal-Mogul is the Servicer, any remaining available funds up to the accrued and unpaid Monthly Servicing Fee to Federal-Mogul; and (v) the remainder to the Class B Certificateholders. (b) On each Distribution Date during the Amortization Period, the Trustee shall distribute the funds on deposit in the Series 1997-1 Trustee's Account on such Distribution Date, in the following order of priority, in accordance with the Distribution Date Statement delivered pursuant to Section 5.02(a): (i) to the Class A Certificateholders any enforcement expenses due to the Class A Certificateholders; (ii) to the Servicer (if the Servicer is other than Federal-Mogul) the accrued and unpaid Monthly Servicing Fee and Service Transfer expenses incurred by a Successor Servicer which have not been paid by the initial Servicer; (iii) to the Class A Certificateholders ratably in accordance with their respective Undivided Fractional Interests: (A) for payment of the Class A Monthly Interest, any Class A Monthly Interest previously due but not paid and any Class A Additional Interest; (B) for payment of accrued and unpaid Breakage Costs; provided, however, if remaining funds on deposit in the Series 1997-1 Trustee's Account are not sufficient to fund all amounts due pursuant to clauses (b)(iii) (A) and (B), the Class A Certificateholders shall apply such remaining funds pro rata to the amounts due pursuant to clauses to clauses (b)(iii)(A) and (B); (iv) to the Class A Certificateholders for the payment of the Coverage Amount, if any, and such amount shall be applied to reduce the Class A Invested Amount; (v) to the Class A Certificateholders, ratably in accordance with their respective Undivided Fractional Interests, the Class A Controlled Amortization Amount in reduction of the Class A Invested Amount and any other amounts due the Class A Certificateholders under the Transaction Documents; (vi) to the Class A Certificateholders for payment of accrued and unpaid Program Fees, Administration Fees and Other Fees (other than Breakage Costs); (vii) so long as Federal-Mogul is the Servicer, any remaining available funds up to the accrued and unpaid Monthly Servicing Fee to Federal-Mogul; and (viii) the remainder to the Class B Certificateholder. (c) On each Distribution Date during an Early Amortization Period and on the Distribution Dates referred to in Sections 9.01(b) and 9.02 (a) hereof the Trustee shall distribute the funds on deposit in the Series 1997-1 Trustee's Account on such Distribution Date in the following order of priority in accordance with the Distribution Date Statement delivered pursuant to Section 5.02(a): (i) to the Servicer (if the Servicer is other than Federal-Mogul) the accrued and unpaid Monthly Servicing Fee and any Service Transfer expenses incurred by a Successor Servicer which have not been paid by Federal-Mogul as the initial Servicer; (ii) to the Class A Certificateholders any enforcement expenses due to the Class A Certificateholders; (iii) to the Class A Certificateholders, ratably in accordance with their respective Undivided Fractional Interests (A) for payment of accrued and unpaid Purchaser Fees, Administration Fees and Other Fees other than Breakage Costs, (B) for payment of Class A Monthly Interest, any Class A Monthly Interest previously due but not paid and any Class A Additional Interest; and (C) for payment of accrued and unpaid Breakage Costs; If remaining funds on deposit in the Series 1997-1 Trustee's Account are not sufficient to fund all amounts due pursuant to clauses (c)(iii)(A), (B) and (C), the remaining funds shall be distributed to the Class A Certificateholders and the Class A Certificateholders shall apply such funds pro rata to the amounts due pursuant to clauses (c)(iii)(A), (B) and (C); (iv) to the reduction of the Class A Invested Amount until such Class A Invested Amount has been reduced to zero; and (v) the remainder, to the Indenture Trustee and Class B Certificateholder until such Class B Invested Amount has been reduced to zero. Upon payment in full to all of the Owner TrusteeSeries 1997-1 Certificateholders of the Invested Amount, any all accrued and unpaid fees (including interest thereon and all other amounts due the Series 1997-1 Certificateholders under the Transaction Documents, payment in full to the Servicer of the Monthly Servicing Fee, and provided that no amounts are then due and unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and the Holders of any reasonable expenses (including indemnification amounts) not previously paid other outstanding Series, all amounts remaining on deposit in the Series 1997-1 Trustee's Account shall be distributed by the ServicerTrustee to the Holder of the Class B Certificate, and all amounts, if any, remaining in the Collection Account shall be distributed by the Trustee to the Holder of the Class B Certificate; provided, however, that feesif at any time after the payment that would have otherwise resulted in such payment in full, expenses and indemnification amounts payable to such payment is rescinded or must otherwise be returned for any reason, effective upon such rescission or return such payment in full shall automatically be deemed, as between the Indenture Trustee Series 1997-1 Certificateholders and the Owner Trustee pursuant Class B Certificateholder, never to this clause first have occurred, and the Class B Certificateholder shall be limited to $100,000 per annum in the aggregate; (2) secondrequired, to the Servicerextent it received any amounts under this Section 5.01, to remit to the Servicing Fee and all unpaid Servicing Fees Trustee an amount equal to the rescinded or returned payment. (d) Except as provided in Section 12.02 of the Agreement with respect to prior periods; (3) thirda final distribution, distributions to Series 1997-1 Certificateholders hereunder shall be made by check mailed to each Series 1997-1 Certificateholder at such Certificateholder's address appearing in the Noteholders Certificate Register without presentation or surrender of any Series 1997-1 Certificate or the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Periodmaking of any notation thereon; provided, however, that if there are not sufficient distributions will be made by wire transfer of immediately available funds available to pay the entire amount account of the Accrued Class A Note Interest, Certificateholder entitled thereto at a bank or other entity located in the amounts available will be applied United States of America having appropriate facilities therefor if such Certificateholder shall have so notified the Trustee in writing by the Record Date immediately prior to such Distribution Date and is the payment registered owner of such interest on Certificates in the Class A Notes on a pro rata basis based on the initial aggregate principal amount equal to or in excess of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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;$2,000,000.

Distributions. (a) Prior The Servicer shall calculate all amounts required to any acceleration of be deposited pursuant to this Section and deliver a Servicer’s Certificate on or before the Notes second Business Day prior to each Payment Date pursuant to Section 5.2 4.09. (b) On each Payment Date, except as specified in Section 5.04(b) of the Indenture, on each Payment Date, 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 Determination second Business Day prior to each Payment Date pursuant to Section 3.84.09) shall to make the following deposits and distributions, to the extent of distributions from Available Funds and the Reserve Account Draw Amount, Amounts on deposit in the Collection Account for such Payment DateAccount, including amounts deposited pursuant to Section 5.06(b), in the following order of and priority: (1i) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum in the aggregate; (2) second, to the Servicer, the Servicing Fee and all Fee, including any unpaid Servicing Fees with respect to one or more prior periodsCollection Periods, and Advances not previously reimbursed to the Servicer; (3ii) third, to the Noteholders of the Class A NotesNoteholders, (a) the Accrued Class A Note Interest due and aggregate amount of interest accrued for the related Interest PeriodPeriod 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; providedand (b) the excess, if any, of the amount of interest payable to the Class A Noteholders on those prior 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; provided that if there are not sufficient funds available to pay the entire amount of the Accrued accrued and unpaid interest on the Class A Note InterestNotes, the amounts available will shall be applied to the payment of such interest on the Class A Notes on a pro rata basis based on upon the amount of interest payable to due on each Class of Class A Notes; (4iii) fourthto the Noteholders, for distribution to the Noteholders pursuant to Section 8.2(b8.02(d) of the Indenture, the First Allocation of PrincipalPriority Principal Distribution Amount, if any; (5iv) fifth, to the Noteholders of the Class B NotesNoteholders, (a) the Accrued Class B Note Interest due and aggregate amount of interest accrued for the related Interest PeriodPeriod on each of the Class 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; (6v) sixthto the Noteholders, for distribution pursuant to the Noteholders in accordance with Section 8.2(b8.02(d) of the Indenture, the Second Allocation of PrincipalPriority Principal Distribution Amount, if any; (7vi) seventh, to the Noteholders of Class C NotesNoteholders, (a) the Accrued Class C Note Interest due and aggregate amount of interest accrued for the related Interest PeriodPeriod 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; (8) eighthvii) to the Noteholders, for distribution pursuant to the Noteholders in accordance with Section 8.2(b8.02(d) of the Indenture, the Third Allocation of PrincipalPriority Principal Distribution Amount, if any; ; (9viii) ninth, to the Noteholders of Class D NotesNoteholders, (a) the Accrued Class D Note Interest due and aggregate amount of interest accrued for the related Interest PeriodPeriod 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 Noteholders, for distribution pursuant to Section 8.02(d) of the Indenture, the Regular Principal Distribution Amount; (x) to the Reserve Account, from Available Amounts remaining, the amount, if any, necessary to cause the amount on deposit in that account to equal the Reserve Account Required Amount; (xi) first, to the Indenture Trustee and the Owner Trustee and second, to the Asset Representations Reviewer, any reimbursements, expenses and indemnification amounts, in each case to the extent such reimbursements, expenses and indemnification amounts have not been previously paid by the Servicer and to the Securities Intermediary, any accrued and unpaid indemnification expenses owed to it; and (xii) any remaining Available Amounts indicated in the Servicer’s Report to be for deposit into the Certificate Distribution Account for subsequent distribution to the Certificateholder pursuant to Section 5.02 of the Trust Agreement.

Distributions. (a) Prior On each Payment Date prior to any acceleration of the Notes pursuant to Section 5.2 5.02 of the Indenture, on each Payment Date, the Indenture Trustee (based solely on information contained in in, and as directed by, the related Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8Monthly Certificate) shall make the following deposits and distributions, to the extent of apply Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, to make the following payments and deposits in the following order of priority: (1i) first, pro rata, to (A) the Indenture Trustee Servicer, the Servicing Fee, and to any Backup Servicer, the Owner TrusteeBackup Servicing Fee, any in each case for the related Collection Period, and all accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees Servicing Fees and Backup Servicing Fees with respect to prior periodsCollection Periods and (B) and any reasonable expenses Successor Servicer, Transition Costs (including indemnification amountsboarding fees) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to exceed $100,000 per annum 200,000 in the aggregate; (2ii) second, pro rata, to (A) the ServicerClass A-1 Noteholders, the Servicing Fee Accrued Class A-1 Note Interest for the related Interest Period, (B) the Class A-2 Noteholders, the Accrued Class A-2 Note Interest for the related Interest Period, (C) the Class A-3 Noteholders, the Accrued Class A-3 Note Interest for the related Interest Period and all unpaid Servicing Fees with respect to prior periods(D) the Class A-4 Noteholders, the Accrued Class A-4 Note Interest for the related Interest Period; (3iii) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, Principal Distribution Account for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture5.04(b), the First Allocation of Principal, if any; (5iv) fifthfourth, to the Noteholders of the Class B NotesNoteholders, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6v) sixthfifth, to the Principal Distribution Account for distribution to the Noteholders in accordance with pursuant to Section 8.2(b) of the Indenture5.04(b), the Second Allocation of Principal, if any; (7vi) seventhsixth, to the Noteholders of Class C NotesNoteholders, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighthvii) seventh, to the Principal Distribution Account for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture5.04(b), the Third Allocation of Principal, if any; ; (9viii) nintheighth, to the Noteholders of Class D NotesNoteholders, the Accrued Class D Note Interest due and accrued for the related Interest Period; (ix) ninth, to the Principal Distribution Account for distribution to the Noteholders in accordance with Section 5.04(b), the Fourth Allocation of Principal, if any; (x) tenth, to the Reserve Account, any amounts required to increase the amount in the Reserve Account up to the Reserve Account Required Amount; (xi) eleventh, to the Principal Distribution Account for distribution to the Noteholders in accordance with Section 5.04(b), the Regular Principal Distribution Amount, if any; (xii) twelfth, pro rata, to (A) the Owner Trustee, the Indenture Trustee, the Administrator and the Asset Representations Reviewer, accrued and unpaid fees, reasonable expenses and indemnification amounts due and owing under this Agreement, the Trust Agreement, the Administration Agreement, the Asset Representations Review Agreement and the Indenture, as applicable, which have not been previously paid, and to or at the direction of the Issuer, any expenses of the Issuer incurred under the Basic Documents and (B) any Successor Servicer, Transition Costs in excess of the related cap in clause (i) above; and (xiii) thirteenth, to the Certificate Distribution Account, any funds remaining for distribution to the Certificateholders. Notwithstanding any other provision of this Section, 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 5.04(b) of the Indenture. (b) Prior to the acceleration of the Notes pursuant to Section 5.02 of the Indenture, on each Payment Date and the Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Principal Distribution Account to Noteholders in respect of principal of the Notes to the extent of the funds therein in the following order of priority: (i) first, to the Holders of the Class A-1 Notes, until the Class A-1 Notes have been paid in full; (ii) second, to the Holders of the Class A-2 Notes, until the Class A-2 Notes have been paid in full; (iii) third, to the Holders of the Class A-3 Notes, until the Class A-3 Notes have been paid in full; (iv) fourth, to the Holders of the Class A-4 Notes, until the Class A-4 Notes have been paid in full; (v) fifth, to the Holders of the Class B Notes, until the Class B Notes have been paid in full; (vi) sixth, to the Holders of the Class C Notes, until the Class C Notes have been paid in full; and (vii) seventh, to the Holders of the Class D Notes, until the Class D Notes have been paid in full.

Distributions. (aA) Prior Commencing on the Class C Issue Date, the holders of the Class C Convertible Preferred Units as of an applicable Record Date shall accrue and be entitled to receive cumulative distributions, prior to any acceleration other distributions made in respect of any other Partnership Interests pursuant to Sections 6.4 or 6.5, in cash in an amount equal to the Notes Class C Distribution on each Class C Convertible Preferred Unit. Except as provided below in this Section 5.12(b)(ii)(A), each Record Date established pursuant to this Section 5.12(b)(ii) for a Class C Distribution in respect of any Quarter shall be the same Record Date established for any distribution to be made by the Partnership in respect of other Partnership Interests pursuant to Section 5.2 6.4 or 6.5 for such Quarter. All such distributions shall be paid Quarterly, in arrears, within forty-five (45) days after the end of the Indenture, on each Quarter (a “Class C Distribution Payment Date, ”). If the Indenture Trustee Partnership fails to pay in full in cash any distribution (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date portion thereof) which any holder of Class C Convertible Preferred Units accrues and is entitled to receive pursuant to this Section 3.85.12(b)(ii)(A), then (x) shall make the following deposits and distributions, to the extent amount of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees distributions will accumulate until paid in full in cash, (including y) the General Partner may cause the Partnership to pay such accrued and unpaid Indenture Trustee fees distributions at such time and with such special Record Date as it may select and (z) the Partnership shall not be permitted to, and shall not, declare or Owner Trustee fees make (i) any distributions in respect of any Junior Interests and (ii) any distributions in respect of any Parity Interests, other than Class C Pro Rata Distributions, unless and until all accrued and unpaid distributions on the Class C Convertible Preferred Units has been paid in full in cash. (B) Notwithstanding anything in this Section 5.12(b)(ii) to the contrary, with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, Class C Convertible Preferred Units that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum in the aggregate; (2) second, to the Servicerare converted into Common Units, the Servicing Fee holder thereof shall not be entitled to a Class C Convertible Preferred Unit distribution and all unpaid Servicing Fees a Common Unit distribution with respect to prior periods;the same period, but shall be entitled only to the distribution to be paid based upon the class of Units held as of the close of business on the Record Date for the distribution in respect of such period. (3C) third, to the Noteholders Accrued and unpaid distributions in respect of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are C Convertible Preferred Units will not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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;accrue interest.

Distributions. (a) Prior to any acceleration of Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Indenture Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1i) first, (A) to the Indenture Trustee 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 Owner TrusteeStandby Servicer, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) Standby Servicing Fees and any reasonable expenses (including and indemnification amounts) not previously paid by the Servicer; provided, however, that feesthat, 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 expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee Standby Servicer pursuant to this clause first shall be limited to $100,000 125,000 per annum in the aggregate; , and (2ii) secondif the Standby Servicer becomes the successor Servicer, to the Standby Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) thirdTransition Costs, to the Noteholders of extent not previously paid by the Class A Notespredecessor Servicer pursuant to Section 7.1(a), the Accrued Class A Note Interest due and accrued for the related Interest Periodprovided, that such Servicing Transition Costs payable pursuant to this clause first shall not exceed $200,000; provided, further, that if there are amounts withdrawn from the Reserve Account may not sufficient funds available be used to pay amounts due under clause (A) so long as BAC or an Affiliate of BAC is the entire amount Servicer or under clause (B) so long as BAC or an Affiliate of BAC is the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A NotesStandby Servicer; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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;

Distributions. (a) Prior to any acceleration of the Notes pursuant to Section 5.2 of the Indenture, on On each Payment Distribution Date, the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, apply solely to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Certificate Account for such Payment Date, in the following order of priorityas follows: (1i) first, to the Indenture Trustee and the Owner Trustee, reimbursement for any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid approved Extraordinary Trust Expenses incurred by the Servicer; provided, however, that fees, expenses Trustee in accordance with Section 6(b) hereof and indemnification amounts payable to approved by not less than 100% of the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum in the aggregateCertificateholders; (2ii) second, pro rata to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders holders of the Class A NotesCertificates and Class B Certificates, the Accrued Class A Note Interest due and distributions accrued for during the related Interest Period; provided, that if there are not sufficient funds available to pay Collection Period at the entire rate of 8.00% per annum on the stated amount of the Accrued Class A Note Interest, the amounts available will be applied Certificates to the payment holders of such interest on the Class A Notes Certificates on a pro rata basis based such Distribution Date and 0.207% per annum multiplied by the notional principal amount of Class B Certificates to holders of the Class B Certificates on such Distribution Date, commencing on February 15, 2002 and ending on the amount of interest payable to each Class of Class A NotesFinal Scheduled Distribution Date; (4iii) third, divided between the Classes in accordance with the Allocation Ratio and each Class' portion distributed to the holders of each Class pro rata, if available, any additional payments owed and paid by the Underlying Securities Issuer as a result of a delay in the receipt by the Trustee of any payment on the Underlying Securities; (iv) fourth, for distribution pro rata to the Noteholders pursuant to Section 8.2(b) Class A Certificateholders, on the Final Scheduled Distribution Date only, a distribution of the Indenture, aggregate principal amount of the First Allocation of Principal, if anyUnderlying Securities; (5v) fifth, to the Noteholders extent there remain Available Funds in the Certificate Account, to any creditors of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period;Trust in satisfaction of liabilities thereto; and (6vi) sixth, for distribution to the Noteholders extent there remain Available Funds in the Certificate Account, to Merrill Lynch Capital Services, Inc. and if no Available Fund▇ ▇▇▇▇▇n ▇▇ ▇he Certificate Account then no distribution will be made pursuant to this Section 5(a)(vi). Subject to Section 9(c) hereof, to the extent Available Funds are insufficient to make any required distributions due to the Certificates on any Distribution Date, any shortfall will be carried over and will be distributed on the next Distribution Date on which sufficient funds are available on the Available Funds to pay such shortfall. Neither Merrill Lynch & Co. nor any of its Affiliates will have any claim agai▇▇▇ ▇▇▇ ▇▇▇▇▇ pursuant to Section 5(a)(vi) if the Trust fails to make a distribution on a Distribution Date to such person because no Available Funds remain in the Certificate Account on such Distribution Date. (b) On an Optional Exchange Date, the Trustee shall distribute to Merrill Lynch & Co. or any of its Affiliates, other than the Depositor, ▇▇ ▇▇y ▇▇▇▇r Person exercising an optional exchange pursuant to Section 7 hereof, as the case may be, Underlying Securities in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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;7 hereof.

Distributions. (a) Prior to any acceleration of Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Indenture Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1i) first, (A) to the Indenture Trustee 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 Owner TrusteeStandby Servicer, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) Standby Servicing Fees and any reasonable expenses (including and indemnification amounts) not previously paid by the Servicer; provided, however, that feesthat, 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 expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee Standby Servicer pursuant to this clause first shall be limited to $100,000 125,000 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 7.1(a), provided, that such Servicing Transition Costs payable pursuant to this clause first shall not exceed $200,000; provided, further, that amounts withdrawn from the Reserve Account may not be used to pay amounts due under clause (A) so long as BAC or an affiliate of BAC is the Servicer or under clause (B) so long as BAC or an affiliate of BAC is the Standby Servicer; (ii) second, pro rata, to the Indenture Trustee and the Owner Trustee (including in its individual capacity) and the Grantor Trust Trustee (including in its individual capacity), any accrued and unpaid fees, reasonable expenses and indemnification amounts, 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, 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 expenses and indemnification amounts payable (A) to the Indenture Trustee pursuant to this clause second shall be limited to $125,000 per annum in the aggregate, (B) to the Owner Trustee and the Grantor Trust Trustee pursuant to this clause second shall be limited to $120,000 per annum in the aggregate, and (C) to the Asset Representations Reviewer pursuant to this clause second 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 Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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;

Distributions. (a) Prior to any acceleration of the Notes pursuant to Section 5.2 of the Indenture, on On each Payment Distribution Date, the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, apply solely to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Certificate Account for such Payment Date, in the following order of priority: (1) as follows: first, to the Indenture Trustee and the Owner Trustee, reimbursement for any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid approved Extraordinary Trust Expenses incurred by the ServicerTrustee in accordance with Section 6(b) hereof and approved by not less than 100% of the Certificateholders; providedsecond, however, that fees, expenses and indemnification amounts payable pro rata to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 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 Noteholders holders of the Class A NotesCertificates and Class B Certificates, the Accrued Class A Note Interest due and distributions accrued for during the related Interest Period; provided, that if there are not sufficient funds available to pay Collection Period at the entire rate of 7.65% per annum on the stated amount of the Accrued Class A Note Interest, the amounts available will be applied Certificates to the payment holders of such interest on the Class A Notes Certificates on such Distribution Date and 0.10% per annum multiplied by the notional principal amount of Class B Certificates to holders of the Class B Certificates on such Distribution Date, commencing on July 15, 2002 and ending on the Final Scheduled Distribution Date; third, divided between the Classes in accordance with the proportionate interest of each Class in any delayed interest payments on the Underlying Securities (e.g., 7.65/7.75 to the Class A Certificateholders and 0.10/7.75 to the Class B Certificateholders) and each Class' portion distributed to the holders of each Class pro rata, if available, any additional payments paid by the Underlying Securities Issuer as a result of a delay in the receipt by the Trustee of any interest payment on the Underlying Securities; fourth, pro rata basis based to the Class A Certificateholders, on the Final Scheduled Distribution Date only, a distribution of the aggregate principal amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) Underlying Securities; fifth, to the Noteholders extent there remain Available Funds in the Certificate Account, to any creditors of the Class B NotesTrust in satisfaction of liabilities thereto; and sixth, to the extent there remain Available Funds in the Certificate Account, to Merrill Lynch Capital Services, Inc. and if no Available Funds remain ▇▇ ▇▇▇ C▇▇▇▇▇icate Account then no distribution will be made pursuant to this Section 5(a)(vi). Subject to Section 9(c) hereof, to the extent Available Funds are insufficient to make any required distributions due to the Certificates on any Distribution Date, any shortfall will be carried over and will be distributed on the next Distribution Date on which sufficient funds are available on the Available Funds to pay such shortfall. Neither Merrill Lynch & Co. nor any of its Affiliates will have any claim agai▇▇▇ ▇▇▇ ▇▇▇▇▇ pursuant to Section 5(a)(vi) if the Trust fails to make a distribution on a Distribution Date to such person because no Available Funds remain in the Certificate Account on such Distribution Date. On an Optional Exchange Date, the Accrued Class B Note Interest due and accrued for Trustee shall distribute to Merrill Lynch & Co. or any of its Affiliates, other than the related Interest Period; (6) sixthDepositor, for distribution ▇▇ ▇▇y ▇▇▇▇r Person exercising an optional exchange pursuant to Section 7 hereof, as the Noteholders case may be, Underlying Securities in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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;7 hereof.

Distributions. (a) Prior to any acceleration of Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Indenture Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner 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 Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any ), reasonable expenses (including and indemnification amounts) amounts to the extent not previously paid by the ServicerSantander Consumer; provided, however, that fees, 16 Sale and Servicing Agreement (SDART 2024-5) expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Owner Trustee Asset Representations Reviewer pursuant to this clause first shall be limited to $100,000 300,000 per annum in the aggregateaggregate (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); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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 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; (12) twelfth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (13) thirteenth, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (14) fourteenth, 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 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 Certificateholders.

Distributions. (a) Prior Subject to any acceleration of the Notes pursuant to Section 5.2 Article V of the Indenture, on each Payment Date, the Indenture Trustee (solely based on information contained in in, and as directed by, the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1i) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum in the aggregate; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periodsCollection Periods; (3ii) thirdsecond, pro rata based on amounts due, to the Noteholders of the Class A NotesNoteholders, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notesbasis; (4iii) fourththird, to the Principal Distribution Account for distribution to the Noteholders pursuant to Section 8.2(b8.2(c) of the Indenture, the First Allocation of Principal, if any; (5iv) fifthfourth, to the Noteholders of the Class B NotesNoteholders, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6v) sixthfifth, to the Principal Distribution Account for distribution to the Noteholders in accordance with Section 8.2(b8.2(c) of the Indenture, the Second Allocation of Principal, if any; (7vi) sixth, to the Reserve Account, any additional amounts required to increase the amount in the Reserve Account up to the Specified Reserve Account Balance; 708320802 14443670 14 Sale and Servicing Agreement (vii) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, Principal Distribution Account for distribution to the Noteholders in accordance with Section 8.2(b8.2(c) of the Indenture, the Third Regular Allocation of Principal, if any; ; (9viii) eighth, to the Owner Trustee and the Indenture Trustee, fees, expenses and indemnification amounts due and owing under this Agreement, the Trust Agreement and the Indenture, as applicable, which have not been previously paid; (ix) ninth, to the Noteholders Servicer, legal expenses and costs incurred pursuant to Section 6.4(b); and (x) tenth, to or at the direction of Class D 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 Accrued Class D Note Interest due 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 accrued for all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the related Interest Period;instructions provided from time to time by the Certificateholder.

Distributions. (a) Prior to any acceleration of the Notes pursuant to Section 5.2 of the Indenture, on On each Payment Distribution Date, the Indenture Group 1 Interest Funds for such Distribution Date shall be allocated by the Trustee from the Distribution Account in the following order of priority (except that amounts received in respect of the Cap Contract will be distributed as described in Section 4.04(b)): (i) concurrently, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5, Class AF-6 and Class AF-IO Certificates, the Current Interest and any Interest Carryforward Amount for each such Class; provided, however, that the Current Interest and any Interest Carryforward Amount payable to the Class AF-IO Certificates shall be deposited in the Group 1 Carryover Reserve Fund to the extent needed to pay aggregate Group 1 Net Rate Carryover for the other Group 1 Certificates for such Distribution Date (except, in the case of the Class BF-2 Certificates prior to the Cap Contract Termination Date, such amount deposited shall not include (x) the amount of the Group 1 Net Rate Carryover for the Class BF-2 Certificates covered by amounts received on the Cap Contract, or (y) any Reserve Fund Excluded BF-2 Carryover Amount) and any remaining amount shall be distributed to the Class AF-IO Certificates; and provided, further, that if the Group 1 Interest Funds are not sufficient to make a full distribution of the aggregate Current Interest and the aggregate Interest Carryforward Amount for each Class of the Group 1 Class A Certificates, such Group 1 Interest Funds will be distributed pro rata among each such Class, based on information contained in the Servicer’s Certificate delivered ratio of (x) the portion of the Group 1 Class A Current Interest and the portion of any Group 1 Class A Interest Carryforward Amount attributable to such Class to (y) the portion of Group 1 Class A Current Interest and the portion of any Group 1 Class A Interest Carryforward Amount attributable to all such Classes; (ii) to the Class MF-1 Certificates, the Current Interest and any Interest Carry Forward Amount for such Class; (iii) to the Class MF-2 Certificates, the Current Interest and any Interest Carry Forward Amount for such Class; (iv) to the Class BF-1 Certificates, the Current Interest and any Interest Carry Forward Amount for such Class; (v) to the Class BF-2 Certificates, the Current Interest and any Interest Carry Forward Amount for such Class; (vi) to the Group 1 Carryover Reserve Fund, an amount equal to the Required Group 1 CarryoverReserve Fund Deposit; and (vii) any remainder to the Class R Certificates. (b) On each Distribution Date on or before prior to the related Determination Cap Contract Termination Date, amounts received in respect of the Cap Contract for such Distribution Date pursuant will be distributed to Section 3.8) shall make the following deposits and distributions, Class BF-2 Certificates to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account any Class BF-2 Interest Carryover Amount for such Payment Distribution Date, and any remaining amounts shall be distributed to the Seller; provided, however, that if the Cap Contract is subject to early termination, early termination payments shall be held by the Trustee until the Cap Contract Termination Dateto pay any Class BF-2 Interest Carryover Amounts as provided in Section 3.19. (c) On each Distribution Date, the Group 2 Interest Funds for such Distribution Date shall be allocated by the Trustee from the Distribution Account in the following order of priority: (1i) first(A) with respect to the Group 2 Interest Funds attributable to Loan Subgroup 2A, to the Indenture Trustee Class AV-1 Certificates and the Owner TrusteeClass AV-1 Component, the Current Interest and any accrued Interest Carryforward Amount for such Class and unpaid fees Component and (including unpaid Indenture Trustee fees or Owner Trustee fees B) with respect to prior periods) the Group 2 Interest Funds attributable to Loan Subgroup 2B, to the Class AV-2 Certificates and the Class AV-2 Component, the Current Interest and any reasonable expenses (including indemnification amounts) not previously paid by the ServicerInterest Carryforward Amount for such Class and Component; provided, however, that fees, expenses the Current Interest and indemnification amounts any Interest Carryforward Amount payable to the Indenture Trustee Class AV-1 and Class AV-2 Components shall be deposited in the Group 2 Carryover Reserve Fund to the extent needed to pay aggregate Group 2 Net Rate Carryover for the Group 2 Certificates (other than the Class AV-IO Certificates, which do not have Group 2 Net Rate Carryover) for such Distribution Date and any amounts remaining shall thereafter be distributed to the Class AV-IO Certificates (pro rata to the Class AV-1 Component and the Owner Class AV-2 Component); and provided, further, that that if the Group 2 Interest Funds are not sufficient to make a full distribution of the aggregate Current Interest and the aggregate Interest Carryforward Amount for each Class the Group 2 Class A Certificates, such Group 2 Interest Funds will be distributed pro rata among each such Class, based on the ratio of (x) the portion of the Group 2 Class A Current Interest and the portion of any Group 2 Class A Interest Carryforward Amount attributable to such Class to (y) the portion of Group 2 Class A Current Interest and the portion of any Group 2 Class A Interest Carryforward Amount attributable to all such Classes; (ii) to the Class MV-1 Certificates, the Current Interest and any Interest Carry Forward Amount for such Class; (iii) to the Class MV-2 Certificates, the Current Interest and any Interest Carry Forward Amount for such Class; (iv) to the Class BV-1 Certificates, the Current Interest and any Interest Carry Forward Amount for such Class; (v) to the Class BV-2 Certificates, the Current Interest and any Interest Carry Forward Amount for such Class; (vi) to the Group 2 Carryover Reserve Fund, an amount equal to the Required Group 2 CarryoverReserve Fund Deposit; and (vii) any remainder to the Class R Certificates. (d) On each Distribution Date, the Group 1 Principal Distribution Amount for such Distribution Date shall be allocated by the Trustee from the Distribution Account in the following order of priority: (i) with respect to any Distribution Date prior to the Group 1 Stepdown Date or as to which a Group 1 Trigger Event is in effect: (A) to the Group 1 Class A Certificates, in the order and priorities set forth in Section 4.04(f)(i) hereof; (B) to the Class MF-1 Certificates, until the Certificate Principal Balance thereof is reduced to zero; (C) to the Class MF-2 Certificates, until the Certificate Principal Balance thereof is reduced to zero; (D) to the Class BF-1 Certificates, until the Certificate Principal Balance thereof is reduced to zero; (E) to the Class BF-2 Certificates, until the Certificate Principal Balance thereof is reduced to zero; (F) any remainder to the Class R Certificates. (ii) with respect to each Distribution Date on and after the Group 1 Stepdown Date and as to which a Group 1 Trigger Event is not in effect: (A) to the Group 1 Class A Certificates, the Group 1 Class A Principal Distribution Amount, in the order and priorities set forth in Section 4.04(f)(i) hereof; (B) to the Class MF-1 Certificates, the Class MF-1 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; (C) to the Class MF-2 Certificates, the Class MF-2 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; (D) to the Class BF-1 Certificates, the Class BF-1 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; (E) to the Class BF-2 Certificates, the Class BF-2 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; and (F) any remainder to the Class R Certificates. (e) On each Distribution Date, the Group 2 Principal Distribution Amount for such Distribution Date shall be allocated by the Trustee from the Distribution Account in the following order of priority: (i) with respect to any Distribution Date prior to the Group 2 Stepdown Date or as to which a Group 2 Trigger Event is in effect: (A) to the Group 2 Class A Certificates, in the order and priorities set forth in Section 4.04(f)(ii) hereof. (B) to the Class MV-1 Certificates, until the Certificate Principal Balance thereof is reduced to zero; (C) to the Class MV-2 Certificates, until the Certificate Principal Balance thereof is reduced to zero; (D) to the Class BV-1 Certificates, until the Certificate Principal Balance thereof is reduced to zero; (E) to the Class BV-2 Certificates, until the Certificate Principal Balance thereof is reduced to zero; and (F) any remainder to the Class R Certificates. (ii) with respect to each Distribution Date on and after the Group 2 Stepdown Date and as to which a Group 2 Trigger Event is not in effect: (A) to the Group 2 Class A Certificates, the Group 2 Class A Principal Distribution Amount, in the order and priorities set forth in Section 4.04(f)(ii) hereof; (B) to the Class MV-1 Certificates, the Class MV-1 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; (C) to the Class MV-2 Certificates, the Class MV-2 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; (D) to the Class BV-1 Certificates, the Class BV-1 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; (E) to the Class BV-2 Certificates, the Class BV-2 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; and (F) any remainder to the Class R Certificates. (i) On each Distribution Date, the Group 1 Principal Distribution Amount or the Group 1 Class A Principal Distribution Amount, as applicable, allocated under Section 4.04(d) to the Group 1 Class A Certificates is required to be further allocated by the Trustee to the Group 1 Class A Certificates in the following order and priority: first, sequentially, to the Class AF-6 and Class AF-7 Certificates, the NAS Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero, and then the remainder sequentially to the Class AF-1, Class AF-2, Class AF-3 , Class AF-4, Class AF-5 and Class AF-6 Certificates, in that order, until the respective Certificate Principal Balances of such Classes are reduced to zero; provided that on any Distribution Date on or after the date on which the Seller Loss Coverage Amount has been reduced to zero and on which the aggregate Certificate Principal Balances of all Group 1 Class A Certificates (calculated for this purpose after taking into account all distributions of principal on such Distribution Date) are greater than the sum of the Stated Principal Balance as of such Distribution Date of the Group 1 Mortgage Loans and the Pre-Funded Amount allocated to Group 1, then the Group 1 Principal Distribution Amount or the Group 1 Class A Principal Distribution Amount, as applicable, will be distributed pro rata among each Class of Group 1 Class A Certificates (in accordance with the Certificate Principal Balance thereof) and not sequentially. (ii) On each Distribution Date, the Group 2 Principal Distribution Amount or the Group 2 Class A Principal Distribution Amount, as applicable, allocated under Section 4.04(e) to the Group 2 Class A Certificates is required to be further allocated by the Trustee to the Group 2 Class A Certificates in the following order and priority: (A) (1) the Loan Subgroup 2A Percentage thereof to the Class AV-1 Certificates until the Certificate Principal Balance thereof is reduced to zero and (2) the Loan Subgroup 2B Percentage thereof to the Class AV-2 Certificates until the Certificate Principal Balance thereof is reduced to zero, and (B) if the Certificate Principal Balance of either Class of Group 2 Class A Certificates is reduced to zero, the portion of the Group 2 Principal Distribution Amount or Group 2 Class A Principal Distribution Amount, as applicable, that would have been distributed to such Class pursuant to this Section shall be distributed to the remaining Class of Group 2 Class A Certificates until the Certificate Principal Balance thereof is reduced to zero. Notwithstanding the foregoing: (x) on the April 2001 Distribution Date, the portion of the Group 2 Principal Distribution Amount allocable to (1) amounts remaining on deposit in the Pre-Funding Account that were allocated to purchase Subsequent Mortgage Loans to be included in Loan Subgroup 2A shall be allocated to the Class AV-1 Certificates and (2) amounts remaining on deposit in the Pre-Funding Account that were allocated to purchase Subsequent Mortgage Loans to be included in Loan Subgroup 2B shall be allocated to the Class AV-2 Certificates, and (y) any Distribution Date on or after the date on which the Seller Loss Coverage Amount has been reduced to zero and on which the Certificate Principal Balances of the Group 2 Class A Certificates (calculated for this purpose after taking into account all distributions of principal on such Distribution Date) are greater than the Stated Principal Balance of the Mortgage Loans in Loan Group 2, the Group 2 Principal Distribution Amount or Group 2 Class A Principal Distribution Amount, as applicable, will be distributed to the Class AV-1 Certificates and the Class AV-2 Certificates pro rata on the basis of their respective Certificate Principal Balances. (g) To the extent that a Class of Group 1 Certificates receives interest in excess of the Group 1 Net Rate Cap (except in the case of the Class BF-2 Certificates, the amount of any Group 1 Net Rate Cap paid from amounts received in respect of the Cap Contract), such interest shall be treated as having been paid to the Group 1 Carryover Reserve Fund and then paid by the Group 1 Carryover Reserve Fund to such Certificateholders. Amounts deposited to the Group 1 Carryover Reserve Fund pursuant to this clause first shall be limited deemed to $100,000 per annum have been distributed first to the Class AF-IO Certificateholders for applicable tax purposes. (h) To the extent that a Class of Group 2 Certificates receives interest in excess of the Group 2 Net Rate Cap, such interest shall be treated as having been paid to the Group 2 Carryover Reserve Fund and then paid by the Group 2 Carryover Reserve Fund to such Certificateholders. Amounts deposited to the Group 2 Carryover Reserve Fund pursuant to this clause shall be deemed to have been distributed first to the Class AV-IO Certificateholders for applicable tax purposes. (i) On each Distribution Date, the Trustee shall allocate the Applied Realized Loss Amount for the Group 1 Certificates to reduce the Certificate Principal Balances of the Group 1 Certificates in the aggregatefollowing order of priority: (i) to the Class BF-2 Certificates until the Class BF-2 Certificate Principal Balance is reduced to zero; (2ii) second, to the ServicerClass BF-1 Certificates until the Class BF-1 Certificate Principal Balance is reduced to zero; (iii) to the Class MF-2 Certificates until the Class MF-2 Certificate Principal Balance is reduced to zero; and (iv) to the Class MF-1 Certificates until the Class MF-1 Certificate Principal Balance is reduced to zero. (j) On each Distribution Date, the Servicing Fee Trustee shall allocate the Applied Realized Loss Amount for the Group 2 Certificates to reduce the Certificate Principal Balances of the Group 2 Subordinate Certificates in the following order of priority: (i) to the Class BV-2 Certificates until the Class BV-2 Certificate Principal Balance is reduced to zero; (ii) to the Class BV-1 Certificates until the Class BV-1 Certificate Principal Balance is reduced to zero; (iii) to the Class MV-2 Certificates until the Class MV-2 Certificate Principal Balance is reduced to zero; and (iv) to the Class MV-1 Certificates until the Class MV-1 Certificate Principal Balance is reduced to zero. (k) Subject to Section 9.02 hereof respecting the final distribution, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least 5 Business Days prior to the related Record Date and all unpaid Servicing Fees (ii) such Holder shall hold Regular Certificates with aggregate principal denominations of not less than $1,000,000 or evidencing a Percentage Interest aggregating 10% or more with respect to prior periods; (3) thirdsuch Class or, if not, by check mailed by first class mail to such Certificateholder at the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment address of such interest on holder appearing in the Class A Notes on a pro rata basis based on Certificate Register. Notwithstanding the amount of interest payable to each Class of Class A Notes; (4) fourthforegoing, for distribution to the Noteholders pursuant but subject to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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;9.02 hereof

Distributions. (a) Prior to any acceleration of Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Indenture Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee, the Owner Trustee and the Owner Delaware 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 Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any ), reasonable expenses (including and indemnification amounts) amounts to the extent not previously paid by the ServicerSantander 16 Sale and Servicing Agreement (SDART 2024-4) Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee, the Delaware Trustee and the Owner Trustee Asset Representations Reviewer pursuant to this clause first shall be limited to $100,000 300,000 per annum in the aggregateaggregate (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); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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 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; (12) twelfth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (13) thirteenth, to the Indenture Trustee, the Owner Trustee, the Delaware Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (14) fourteenth, 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 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 Certificateholders.

Distributions. (a) Prior to any acceleration of Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Indenture Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1i) first, (A) to the Indenture Trustee 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 Owner TrusteeStandby Servicer, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) Standby Servicing Fees and any reasonable expenses (including and indemnification amounts) not previously paid by the Servicer; provided, however, that feesthat, 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 expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee Standby Servicer pursuant to this clause first shall be limited to $100,000 125,000 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 7.1(a), provided, that such Servicing Transition Costs payable pursuant to this clause first shall not exceed $200,000; provided, further, that amounts withdrawn from the Reserve Account may not be used to pay amounts due under clause (A) so long as BAC or an affiliate of BAC is the Servicer or under clause (B) so long as BAC or an affiliate of BAC is the Standby Servicer; (ii) second, to the Indenture Trustee and the Owner Trustee (including in its individual capacity) and the Grantor Trust Trustee (including in its individual capacity), any accrued and unpaid fees, reasonable expenses and indemnification amounts, 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, 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 expenses and indemnification amounts payable (A) to the Indenture Trustee pursuant to this clause second shall be limited to $125,000 per annum in the aggregate, (B) to the Owner Trustee and the Grantor Trust Trustee pursuant to this clause second shall be limited to $120,000 per annum in the aggregate, and (C) to the Asset Representations Reviewer pursuant to this clause second 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; (3iii) third, to the Noteholders of the Class A Notes, pro rata, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4iv) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of 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;

Distributions. (a) Prior On each Distribution Date, unless payments are required to any acceleration of the Notes pursuant to Section 5.2 be made in accordance with Article V of the Indenture, on each Payment Date, the Indenture Trustee will (based solely on the information contained in the Servicer’s 's Certificate delivered on or before with respect to the related Determination Date pursuant to Section 3.8Date) shall make distribute the following deposits and distributions, to the extent of amounts from Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Dateunless otherwise specified, to the extent of the sources of funds stated to be available therefor, and in the following order of priority: (1i) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first shall be limited to $100,000 per annum in the aggregate; (2) second, to the Servicer, the Servicing Fee for the related Collection Period, and, to the extent the Servicer has not reimbursed itself or to the extent not retained by the Servicer, other amounts relating to mistaken deposits, postings or checks returned for insufficient funds, and all unpaid Servicing Fees with respect to prior periodsthe extent available, any amounts paid by the Obligors during the preceding Collection Period that were collected in the Collection Account but that do not relate to principal payments or interest payments; (3ii) third, to the Noteholders Owner Trustee, the Indenture Trustee and the Backup Servicer, the Owner Trustee Fee, the Indenture Trustee Fee, and any accrued and unpaid servicer transition expenses of any incoming servicer then due to the Indenture Trustee, the Backup Servicer or any other successor servicer, up to a maximum amount of $200,000 in the aggregate; (iii) to the Note Distribution Account, the Class A Notes, the Accrued Class A Note Noteholders' Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied Distributable Amount; (iv) to the Note Distribution Account, to make a payment of such interest principal on the Class A Notes on a pro rata basis based on to the amount of interest payable extent necessary to each Class of reduce the Class A NotesNote principal balance to the Pool Balance; (4v) fourth, for distribution to the Noteholders pursuant Note Distribution Account, to Section 8.2(b) make a payment of the Indenture, remaining principal balance of any of the First Allocation of Principal, if anyClass A Notes on their Final Scheduled Distribution Date; (5vi) fifthto the Insurer, any unpaid amounts owed to the Insurer under the Insurance Agreement with respect to unpaid Premiums and unreimbursed Insured Payment; (vii) to the Note Distribution Account, to make a payment of principal on the Noteholders Class A Notes to the extent necessary to reduce the combined Class A and Class B Note principal balance to the Pool Balance; (viii) to the Note Distribution Account, the Class B Noteholders' Interest Distributable Amount; (ix) to the Note Distribution Account, to make a payment of the remaining principal balance of any of the Class B Notes on their Final Scheduled Distribution Date; (x) to the Insurer, so long as no Insurer Default has occurred and is continuing, any other unpaid amounts owed to the Insurer under the Insurance Agreement; (xi) to the Note Distribution Account, to make a payment of the Class A Noteholders' Principal Distributable Amount; (xii) to the Spread Account, any amount required to increase the amount in the Spread Account to the Spread Account Requirement; (xiii) to the Insurer, if an Insurer Default has occurred or is continuing, the amounts described under clause (x) above; (xiv) to the Note Distribution Account, to make a payment of the Class A Noteholders' Accelerated Principal Amount, provided that if an Insurance Agreement Event of Default has occurred and is continuing, all remaining Available Funds shall be applied to pay principal on the Class A Notes until they have been paid in full, in either case, for payment to the Class A Noteholders; and (xv) to the Note Distribution Account, to make a payment of principal to the holders of the Class B Notes, or, if the Accrued Class B Notes are no longer outstanding, to make a payment of all remaining amounts to the Certificateholder. (b) On each Distribution Date, the Indenture Trustee will (based solely on the information contained in the Servicer's Certificate delivered with respect to the related Determination Date, unless the Insurer has notified the Indenture Trustee in writing of any errors or deficiencies with respect thereto) distribute from the Collection Account the Additional Funds Available, if any, plus the Policy Claim Amount, if any, in each case then on deposit in the Collection Account, and deposit in the Note Interest Distribution Account any excess of the Scheduled Payments (as defined in the Note Policy) due on such Distribution Date over the amount of all Available Funds previously deposited in the Note Distribution Account with respect to the related Distribution Date, which amount will be applied solely to the payment of amounts then due and accrued for unpaid on the related Interest Period; (6) sixth, for distribution to the Noteholders Class A Notes in accordance with the priorities set forth in Section 8.2(b5.8(a). (c) of In the Indentureevent that the Collection Account is maintained with an institution other than the Indenture Trustee, the Second Allocation of Principal, if any; (7Servicer will instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for 5.7(b) on 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;Distribution Date.