Common use of Distributions Clause in Contracts

Distributions. (a) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) 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 the related Determination Date pursuant to Section 3.10) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable account, to the extent of the Available Amount, in the following order of priority: (i) to the Servicer, Nonrecoverable Advances; (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (vi) to the Note Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zero.

Distributions. (a) On or before each Deposit Determination Date, the Servicer shall calculate the Available Distribution Amount, the Basic Servicing Fee, the Aggregate Noteholders’ Priority Principal Distributable Amount, the Noteholders’ Regular Principal Distributable Amount, the Reserve Account Required Amount, the Reserve Account Available Amount, the Secured Note Principal Balance for the Secured Notes, the Secured Note Monthly Accrued Interest, the Secured Note Interest Distributable Amount, the Secured Note Principal Distributable Amount, the AART Collection Account Shortfall Amount, if any, the aggregate Outstanding Advances and all other amounts required to determine the amounts, if any, to be deposited into or paid from each of the ACOLT Collection Account, the Reserve Account and the Payment Ahead Servicing Account on or before the related Distribution Date. On or before each Determination Date, the Servicer shall deliver to the ACOLT Indenture Trustee a written report specifying the amounts calculated by the Servicer pursuant to this Section 3.03(a). The ACOLT Indenture Trustee shall cause be entitled to be made (or request rely solely upon such report from the Servicer in making any and all transfers, withdrawals, deposits and distributions pursuant to makethis Section 3.03. (i) On or before each Distribution Date, as applicable) the transfer and distribution in immediately available funds, ACOLT Indenture Trustee shall withdraw collections made during the related Monthly Period that constitute Excess Payments from the Yield Supplement ACOLT Collection Account (to the extent such amounts have not been retained by the Servicer pursuant to Section 3.01(g)) and pay such amounts to the Servicer, who shall retain such Excess Payments for its own account, or, if the Monthly Remittance Condition is not satisfied, the ACOLT Indenture Trustee, upon written instruction of the Servicer, shall deposit such amounts into the Payment Ahead Servicing Account. (ii) On or before each Distribution Date, the ACOLT Indenture Trustee shall transfer from the Payment Ahead Servicing Account (or, if the Servicer is not required to make deposits to the Payment Ahead Servicing Account within two Business Days pursuant to Section 3.01(g), the Servicer shall deposit) to the ACOLT Collection Account the aggregate Applied Payments Ahead for such Distribution Date. (iii) On or before each Distribution Date, the ACOLT Indenture Trustee shall withdraw from the ACOLT Collection Account and pay to the Servicer an amount equal to the sum of (A) any Outstanding Advances with respect to which the Servicer is entitled to reimbursement pursuant to Section 3.06(c) or (d) (to the extent the Servicer has deposited such amounts into the ACOLT Collection Account and to the extent the Servicer has not been previously reimbursed for any such Outstanding Advances pursuant to Section 3.05(a)), and (B) any Liquidation Expenses (and any unpaid Liquidation Expenses from prior periods) relating to the Lease Assets with respect to which the Servicer has sold or otherwise disposed of the related Leased Vehicle during or prior to the related Monthly Period (if the Servicer has not yet deducted such amounts from Sale Proceeds and has deposited such amounts into the ACOLT Collection Account). (iv) On each Distribution Date, the ACOLT Indenture Trustee shall withdraw from the Reserve Account, and deposit into the ACOLT Collection Account, an amount equal to the Yield Supplement Withdrawal Amountlesser of (I) the excess, if any, of (A) the sum, for such Payment Date. (b) On each Determination Distribution Date, of the Servicer shall calculate amounts specified in clauses (i) all amounts required through (iv) of Section 3.03(c), over (B) the excess of (i) the sum of (x) the ACOLT Collections with respect to be deposited in the Note Lease Assets on such Distribution Account and Date, plus (y) the Certificate Applied Extended Lease Payment Amount for such Distribution Account and Date, over (ii) the sum of (x) the amounts withdrawn from the ACOLT Collection Account with respect to make all distributions such Distribution Date pursuant to Section 3.03(b)(iii), plus (y) the Unapplied Extended Lease Payment Amount for such Distribution Date, and (II) the Reserve Account Available Amount on the related Payment such Distribution Date. (c) On each Payment Distribution Date, after the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) to make the following withdrawals, deposits and distributions for receipt by the Servicer or deposit transfers specified in the applicable accountSection 3.03(b) have been made, to the extent of the Available AmountDistribution Amount for such Distribution Date, the ACOLT Indenture Trustee shall make the following distributions from amounts deposited into the ACOLT Collection Account in the following order of priority: (i) first, to the Servicer, Nonrecoverable Advancesthe Basic Servicing Fee for the related Monthly Period (to the extent such Basic Servicing Fee has not been retained by the Servicer pursuant to Section 3.04(b)) and any unpaid Basic Servicing Fees from any preceding Distribution Date; (ii) second, to the ServicerSecured Noteholders, pro rata based on the Secured Note Interest Distributable Amount due on each Secured Note, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods)Secured Note Interest Distributable Amount due on each Secured Note on such Distribution Date; (iii) on a pro rata basisthird, to the Indenture Trustee and Secured Noteholders, pro rata based on the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in Secured Note Principal Balance of each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in fullSecured Note, the annual amount paid to Secured Note Principal Distributable Amount payable on the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurredSecured Notes on such Distribution Date; (iv) [Reserved]fourth, to the AART Collection Account, the AART Collection Account Shortfall Amount, if any, for such Distribution Date; (v) on a pro rata basisfifth, to the Note Distribution Reserve Account, an amount necessary to cause the Note Interest Distributable Reserve Account Available Amount (after giving effect to be distributed any withdrawal from the Reserve Account pursuant to Section 3.03(b)(iv) on such Distribution Date) to equal the holders of Reserve Account Required Amount on such Distribution Date (or such greater amount that ACOL LLC, in its sole discretion, may have directed the Notes at their respective Interest RatesServicer in writing with respect to such Distribution Date); (vi) sixth, to the Note Distribution Account, ACOLT Indenture Trustee for reimbursement of any costs associated with the Note Principal Distributable Amount;replacement of the Servicer and the appointment of a successor Servicer under Section 6.03 of this Agreement; and (vii) seventh, the remainder shall be distributed in accordance with the instructions of the ACOLT Certificateholder delivered from time to time. (d) The parties hereto hereby agree that this Section 3.03 shall supersede Section 4.1 of the VAULT Trust Agreement with respect to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zeroLease Assets.

Distributions. (a) On or before the third Business Day immediately preceding each Deposit Distribution Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer Administrator shall calculate (i) all amounts required to be deposited in into the Note Collection Account from the Trust Accounts, as applicable, including the amount of all Investment Earnings to be transferred from the Trust Accounts to the Collection Account, and the amount to be distributed from the Collection Account as Available Funds and pursuant to paragraph (a)(2) of the definition of Available Funds on the related Distribution Date. On the fifth Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, as applicable, the Administrator shall calculate all amounts required to be deposited into the Collection Account from the Reserve Account and the Certificate Distribution Capitalized Interest Account and the amounts to be distributed therefrom on the related Monthly Servicing Payment Date. In addition to and in furtherance of the foregoing, the Administrator shall: (i) calculate all amounts required to be deposited into the Collection Account from the Reserve Account and the Capitalized Interest Account on or before the second Business Day preceding each Distribution Date; and (ii) calculate, in each case, if and to make all distributions the extent applicable, the Class A Noteholders' Distribution Amount, the Class B Noteholders' Distribution Amount and the Specified Reserve Account Balance on or before the related Payment second Business Day immediately preceding such Distribution Date.; (cb) On each Payment Date, the Servicer The Administrator shall instruct the Indenture Trustee Administrator in writing no later than the third Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date (based on the information contained in the Servicer’s Administrator's Officers' Certificate delivered on and the related Determination Date Servicer's Report delivered pursuant to Section 3.103.1(a) and (b) below) to make distribute to the following deposits Servicer, by 1:00 p.m. (New York time) on such Monthly Servicing Payment Date, from and distributions for receipt by the Servicer or deposit in the applicable account, to the extent of the Available Amount, Funds on deposit in the following order Collection Account the Primary Servicing Fee due with respect to the preceding calendar month, and the Indenture Administrator shall comply with such instructions. (c) The Administrator shall instruct the Indenture Administrator in writing no later than one Business Day preceding each Distribution Date (based on the information contained in the Administrator's Certificate and the related Servicer's Report delivered pursuant to Sections 3.1(a) and 3.1(c) below) to make the deposits and distributions set forth in Section 2.8 to the Persons or to the account specified below by 1:00 p.m. (New York time) on such Distribution Date (provided that funds are not required to be distributed pursuant to Section 5.4(b) of priority: the Indenture). These deposits and distributions will be made to the extent of the amount of Available Funds for that Distribution Date in the Collection Account, plus (i) amounts transferred from the Capitalized Interest Account pursuant to the Servicer, Nonrecoverable Advances; Section 2.9 and (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees amounts transferred from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (vi) to the Note Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary Account pursuant to reinstate the balance Section 2.10. The amount of Available Funds in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until for each Distribution Date will be distributed pursuant to the Pool Balance has been reduced priority of distributions set forth under Section. 2.8 below. The Indenture Administrator shall comply with such instructions received by the Administrator. The Administrator shall instruct the Indenture Administrator in writing no later than one Business Day preceding each Distribution Date to zeromake the payments pursuant to paragraph (a)(2) of the definition of Available Funds.

Distributions. (a) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) 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 the related Determination Date pursuant to Section 3.10) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable account, to the extent of the Available Amount, in the following order of priority: (i) to the Servicer, Nonrecoverable Advances; (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee, the Delaware Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (vi) to the Note Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee, the Delaware Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zero.

Distributions. (a) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) calculate all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) 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 the related Determination Date pursuant to Section 3.10) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable account, to the extent of the Available Amount, in the following order of priority: (i) to the Servicer, Nonrecoverable Outstanding Advances; (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee, the Delaware Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as AdministratorSponsor, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 100,000 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved]to the Asset Representations Reviewer, any accrued and unpaid Asset Representations Reviewer Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Sponsor, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Asset Representations Reviewer out of the Available Amount allocation as described in this clause (iv) shall not exceed $150,000 while notes remain outstanding, so long as an Event of Default has not occurred; (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (vi) to the Note Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee, the Delaware Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; (xi) to the Asset Representations Reviewer, any accrued and unpaid Asset Representations Reviewer Fees and Expenses remaining after application of the payments described in clause (iv) above; and (xixii) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (xxi) above). Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zero.

Distributions. (ai) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in distributed to the Note Distribution Account Noteholders and the Certificate Distribution Certificateholders and all amounts to be allocated within the Deposit Account and (ii) to make all distributions on as described below. For purposes of this Section, the Servicing Fee for the related Payment Date and any previously unpaid Servicing Fees shall be deducted from the Total Distribution Amount at any time on or prior to the Payment Date. If the Total Distribution Amount during a Collection Period has reached a level which covers the payments due pursuant to clauses (A), (B) and (C) of Section 5.05(a)(ii), then for the remainder of the Collection Period the Servicer may net the amounts, if any, distributable pursuant to clauses (D) and (E) of Section 5.05(a)(ii) out of the Total Distribution Amount before depositing the Total Distribution Amount into the Deposit Account and pay such amounts directly to the related recipient. (cii) 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 the related Payment Determination Date pursuant to Section 3.104.09) to make the following deposits allocations and distributions for receipt by the Servicer or deposit in the applicable account11:00 A.M. (New York time), to the extent of the Available AmountTotal Distribution Amount (net of the Servicing Fee for such Payment Date and any previously unpaid Servicing Fees and any Cash Release Amount deducted pursuant to Section 5.05(a)(i)), in the following order of priority: (iA) allocate to the ServicerNoteholders for distribution pursuant to Section 8.02 of the Indenture, Nonrecoverable Advancesfrom such net Total Distribution Amount, an amount equal to the accrued and unpaid interest due on the Notes on such Payment Date; (iiB) allocate to the ServicerReserve Account, from such net Total Distribution Amount remaining after the application of clause (A), the amount required, if any, such that the amount therein is the Specified Reserve Amount; (C) allocate to the Noteholders for distribution as principal pursuant to Section 8.02 of the Indenture, from such net Total Servicing Fee Distribution Amount remaining after the application of clauses (including any unpaid Total Servicing Fees from one A) and (B), the remaining amount until the Outstanding Amount of the Notes is reduced to zero; provided, however, that on each Payment Date on and after the First Release Payment Date, the amount distributed pursuant to this clause (C) will be reduced by the Cash Release Amount (which Cash Release Amount shall either be deducted pursuant to Section 5.05(a)(i) or more prior Collection Periodsdistributed pursuant to Section 5.05(a)(ii)(D)); (iiiD) on a pro rata basisif the conditions set forth in Section 5.05(b) are satisfied, distribute to the Indenture Trustee and Holders of the Owner TrusteeCertificates, any accrued and unpaid Trust Fees and Expensesfrom such net Total Distribution Amount remaining after the application of clauses (A) through (C), in each case the Cash Release Amount for such Payment Date to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid already deducted pursuant to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (vi) to the Note Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) aboveSection 5.05(a)(i); and (xiE) distribute, to the DepositorHolders of the Certificates, any Available such net Total Distribution Amount remaining (after giving effect to the reduction in the Available Amount described in application of clauses (iA) through (x) aboveD). Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Deposit Account hereunder until the Pool Balance has been reduced Certificates are retired. (b) The distribution of a Cash Release Amount pursuant to zeroSection 5.05(a) on a Payment Date shall be subject to the satisfaction of all of the following conditions: (i) no such distribution or release shall be made until the First Release Payment Date; and (ii) the amount allocated to the Reserve Account is equal to the Specified Reserve Amount.

Distributions. (a) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer following transfers and distribution distributions in immediately available fundsfunds in the amounts set forth in the Servicer’s Certificate for such Payment Date: (i) from the Payahead Account (or directly from the Servicer in the case of Payments Ahead held by the Servicer pursuant to Section 4.02(b) or (c)) to the Collection Account, the aggregate Applied Payments Ahead; (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; and (iii) from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) 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 the related Determination Date pursuant to Section 3.10) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable account, to the extent of the Available Amount, in the following order of priority: (i) to the Servicer, Nonrecoverable Advances; (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred100,000.00; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (viv) to the Note Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ixvi) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (xvii) on a pro rata basisto the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Class A-1 Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xix) to the DepositorSeller, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (xix) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zero.

Distributions. (a) On Prior to any acceleration of the Notes pursuant to Section 5.2 of the Indenture, on each Deposit Payment Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) On each Payment Date, the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in in, and as directed by, the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.103.8) to shall make the following deposits and distributions for receipt by the Servicer or deposit in the applicable accountdistributions, to the extent of Available Funds, Advances made on such Payment Date pursuant to Section 4.3(c) and the Available Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (i) first, to the Servicer (or any predecessor Servicer, Nonrecoverable if applicable) for reimbursement of all outstanding Advances; (ii) second, to the Servicer, the Total Servicing Fee (including any and all unpaid Total Servicing Fees from one or more with respect to prior Collection Periods)periods; (iii) third, to the Noteholders, the Accrued Note Interest for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Note Interest, the amounts available will be applied to the payment of such interest on the Notes on a pro rata basis, to basis based on the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurredinterest owed; (iv) [Reserved]fourth, to the Principal Distribution Account for distribution to the Noteholders pursuant to Section 8.2(c) of the Indenture, the Principal Distribution Amount; (v) on a pro rata basisfifth, to the Note Distribution Reserve Account, any additional amounts required to increase the Note Interest Distributable Amount to be distributed amount in the Reserve Account up to the holders of the Notes at their respective Interest RatesSpecified Reserve Account Balance; (vi) sixth, to the Note Distribution AccountOwner Trustee, the Note Principal Distributable Amount;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) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in fullseventh, to or at the Certificate Distribution Account, direction of the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner TrusteeCertificateholder, any accrued funds remaining. Notwithstanding any other provision of this Section 4.4, following the occurrence and unpaid Trust Fees and Expenses remaining after application during the continuation of an Event of Default which has resulted in an acceleration of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in fullNotes, the Indenture Trustee shall continue to maintain apply all amounts on deposit in the Collection Account hereunder until pursuant to Section 5.4(b) of the Pool Balance has been reduced 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 zeroor in accordance with the instructions provided from time to time by the Certificateholder.

Distributions. (a) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) 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 the related Determination Date pursuant to Section 3.10) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable account, to the extent of the Available Amount, in the following order of priority: (i) to the Servicer, Nonrecoverable Advances; (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee, the Delaware Trustee and the Owner Trustee, Trustee any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (vi) to the Note Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee, the Delaware Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zero.

Distributions. (a) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to determine the amounts to be deposited in the Note Distribution Account and Account, the Certificate Distribution Account and (ii) to make all distributions on the related Payment DateSpread Account. (cb) On Except in the case of each Payment Date and Redemption Date after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), 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 the related Determination Date pursuant to Section 3.104.8) to make from the Collection Account the following deposits and distributions for receipt by the Servicer party as provided below or deposit in the applicable accountTrust Account or Certificate Distribution Account, as applicable, by 10:00 a.m. (New York time), to the extent of the Available Total Distribution Amount, in the following order of priority: (i) to the Asset Representations Reviewer, all amounts due, including indemnities, up to a maximum of $200,000 per year; (ii) to the Servicer, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; provided, however, that available funds from the Spread Account shall not be used to pay the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods if the Servicer is NH Credit or another Affiliate of CNHICA; (iii) to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods; provided, however, that available funds from the Spread Account shall not be used to pay the Administration Fee and all unpaid Administration Fees from prior Collection Periods if the Administrator is NH Credit or another Affiliate of CNHICA; (iv) [Reserved]; (v) to the Note Distribution Account, the Class Interest Amount for each Class of Class A Notes payable by the Issuing Entity, if any; (vi) [Reserved]; (vii) [Reserved]; (viii) to the Note Distribution Account, the Note Monthly Principal Distributable Amount; (ix) to the Spread Account, to the extent necessary so that the balance on deposit therein will equal the Specified Spread Account Balance; (x) to the Note Distribution Account, the Note Monthly Additional Principal Distributable Amount; (xi) [Reserved]; (xii) to the Asset Representations Reviewer all fees, expenses and indemnities due but not paid under clause (i) above; (xiii) to the Servicer, any accrued and unpaid reimbursable expenses of the Servicer; and (xiv) to the Certificate Distribution Account, the remaining Total Distribution Amount to be distributed to the Certificateholders. (c) On the A-1 Note Final Scheduled Maturity Date, the Servicer shall instruct the Indenture Trustee to deposit from the Collection Account into the Note Distribution Account by 10:00 a.m. (New York time), to the extent of available funds on such day, an amount equal to the sum of (i) the aggregate accrued and unpaid interest on the A-1 Notes as of the A-1 Note Final Scheduled Maturity Date, and (ii) the amount necessary to reduce the outstanding principal amount of the A-1 Notes to zero. It is understood and agreed that, with respect to the amounts to be distributed pursuant to this Section 5.6(c), the Servicer shall, to the extent necessary (i) deposit into the Collection Account any amounts received as payments by or on behalf of any Obligor (and not previously deposited into the Collection Account) on or prior to the A-1 Note Final Scheduled Maturity Date, (ii) make each calculation that would otherwise be made on a Determination Date (with appropriate adjustments) in accordance with Section 4.8 on the Business Day immediately preceding the A-1 Note Final Scheduled Maturity Date, (iii) on the Payment Date immediately succeeding the A-1 Note Final Scheduled Maturity Date, make any adjustments to the Note Monthly Principal Distributable Amount, the Class Interest Amount and any other amount to be paid on such Payment Date, and (iv) make any other calculation, adjustment or correction that may be required as a result of any payment made on the A-1 Note Final Scheduled Maturity Date. (d) During the period from the date the Servicer is no longer performing as Servicer (due to being terminated or due to its ceasing to perform as Servicer) (the “Predecessor Servicer”) until the effectiveness of the transition of the Successor Servicer as provided herein (the “Transition Period”), in the event that neither NH Credit, as the Predecessor Servicer, nor the Successor Servicer, has delivered the Servicer’s Certificate containing instructions to the Indenture Trustee (required to be delivered pursuant to Section 4.8 hereof) on or before 11:00 am New York time on any Payment Date so as to enable the Indenture Trustee to make payments pursuant to and in accordance with the priority set forth in Section 5.6 hereof and Section 8.2 of the Indenture on the relevant Payment Dates during the Transition Period, the Indenture Trustee shall, to the extent such funds are available, withdraw amounts from the Collection Account and the Spread Account (based upon the information set forth under “Interest & Principal Payments Pursuant to Section 5.6(d) and 5.6(e)(ii) of the Sale and Servicing Agreement” in the last Servicer’s Certificate that the Indenture Trustee received from the Predecessor Servicer) and therefrom make payments of, (i) interest for each Note due on such Payment Date that takes place during the Transition Period and, (ii) to the extent that the Final Scheduled Maturity Date for any Notes occurs during the Transition Period, the outstanding principal amount on such Notes due on its applicable Final Scheduled Maturity Date, in each case in accordance with the priority set forth in Section 8.2 of the Indenture. During the Transition Period, until NH Credit or the Successor Servicer has delivered the Servicer’s Certificate required under Section 4.8 hereof, any amounts remaining in the Collection Account and the Spread Account, after the payments referred to in clauses (i) and (ii) above are made, shall be held therein until the next Payment Date and the Indenture Trustee shall have no obligation to make any other payments in respect of such Payment Date. (i) In the event the Servicer’s Certificate shows that, as of any Determination Date, there are amounts on deposit in the Collection Account which do not constitute part of the Total Distribution Amount and to which the Depositor is entitled hereunder, the Servicer shall direct the Indenture Trustee to forthwith pay such amount to or upon its written order. (ii) Notwithstanding the foregoing, in the event that the Servicer has not delivered the Servicer’s Certificate containing instructions to the Indenture Trustee (required to be delivered pursuant to Section 4.8 hereof) on or before 11:00 am New York time on any Payment Date so as to enable the Indenture Trustee to make payments pursuant to and in accordance with the priority set forth in Section 5.6 hereof and Section 8.2 of the Indenture on such Payment Date, the Indenture Trustee shall, to the extent such funds are available, withdraw amounts from the Collection Account and the Spread Account (based upon the information set forth under “Interest & Principal Payments Pursuant to Section 5.6(d) and 5.6(e)(ii) of the Sale and Servicing Agreement” in the last Servicer’s Certificate that the Indenture Trustee received from the Servicer) and therefrom make payments of interest and principal on such Payment Date, in each case, in accordance with the priority set forth in Section 8.2 of the Indenture. (f) On each Payment Date and Redemption Date after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Servicer shall instruct the Indenture Trustee (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 4.8) to make from the Collection Account the following deposits and distributions for receipt by the party as provided below or deposit in the applicable Trust Account or Certificate Distribution Account, as applicable, by 10:00 a.m. (New York time), to the extent of the Total Distribution Amount, in the following order of priority: (i) to the Servicer, Nonrecoverable Advancesthe Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; provided, however, that available funds from the Spread Account shall not be used to pay the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods if the Servicer is NH Credit or another Affiliate of CNHICA; (ii) to the ServicerIndenture Trustee, all amounts due under Section 6.7 of the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods)Indenture, and to the Trustee, all amounts due under the Trust Agreement; (iii) on a pro rata basis, to the Indenture Trustee and the Owner TrusteeAsset Representations Reviewer, any accrued and unpaid Trust Fees and Expensesall amounts due, in each case including indemnities, according to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurredBasic Documents; (iv) [Reserved]to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods; (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates[Reserved]; (vi) to the Note Distribution Account, the Note Principal Distributable AmountClass Interest Amount for each Class of Class A Notes payable by the Issuing Entity, if any; (vii) to the Note Distribution Account, an amount equal to the Outstanding Amount of the Class A Notes; (viii) [Reserved]; (ix) [Reserved]; (x) [Reserved]; (xi) to the Servicer, any accrued and unpaid reimbursable expenses of the Servicer; (xii) to the Trustee, all amounts due under the Trust Agreement to the extent not paid under clause (ii) above; and (xiii) to the Certificate Distribution Account, the Certificate Interest Distributable remaining Total Distribution Amount to be distributed to the Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zero.

Distributions. (ai) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in distributed to the Note Distribution Account Noteholders and the Certificate Distribution Certificateholders and all amounts to be allocated within the Deposit Account and (ii) to make all distributions on as described below. For purposes of this Section, the Servicing Fee for the related Payment Date and any previously unpaid Servicing Fees shall be deducted from the Total Distribution Amount at any time on or prior to the Payment Date. If the Total Distribution Amount during a Collection Period has reached a level which covers the payments due pursuant to clauses (A), (B) and (C) of Section 5.05(a)(ii), then for the remainder of the Collection Period the Servicer may net the amounts, if any, distributable pursuant to clauses (D) and (E) of Section 5.05(a)(ii) out of the Total Distribution Amount before depositing the Total Distribution Amount into the Deposit Account and pay such amounts directly to the related recipient. (cii) 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 the related Payment Determination Date pursuant to Section 3.104.09) to make the following deposits allocations and distributions for receipt by the Servicer or deposit in the applicable account11:00 A.M. (New York time), to the extent of the Available AmountTotal Distribution Amount (net of the Servicing Fee for such Payment Date and any previously unpaid Servicing Fees and any Cash Release Amount deducted pursuant to Section 5.05(a)(i)), in the following order of priority: (iA) allocate to the ServicerNoteholders for distribution pursuant to Section 8.02 of the Indenture, Nonrecoverable Advancesfrom such net Total Distribution Amount, an amount equal to the accrued and unpaid interest due on the Notes on such Payment Date; (iiB) allocate to the ServicerReserve Account, from such net Total Distribution Amount remaining after the application of clause (A), the amount required, if any, such that the amount therein is the Specified Reserve Amount; (C) allocate to the Noteholders for distribution as principal pursuant to Section 8.02 of the Indenture, from such net Total Servicing Fee Distribution Amount remaining after the application of clauses (including any unpaid Total Servicing Fees from one A) and (B), the remaining amount until the Outstanding Amount of the Notes is reduced to zero; provided, however, that on each Payment Date on and after the First Release Payment Date, the amount distributed pursuant to this clause (C) will be reduced by the Cash Release Amount (which Cash Release Amount shall either be deducted pursuant to Section 5.05(a)(i) or more prior Collection Periodsdistributed pursuant to Section 5.05(a)(ii)(D)); (iiiD) on a pro rata basisif the conditions set forth in Section 5.05(b) are satisfied, distribute to the Indenture Trustee and Holders of the Owner TrusteeCertificates, any accrued and unpaid Trust Fees and Expensesfrom such net Total Distribution Amount remaining after the application of clauses (A) through (C), in each case the Cash Release Amount for such Payment Date to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid already deducted pursuant to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (vi) to the Note Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) aboveSection 5.05(a)(i); and (xiE) distribute to the DepositorHolders of the Certificates, any Available such net Total Distribution Amount remaining (after giving effect to the reduction in the Available Amount described in application of clauses (iA) through (x) aboveD). Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Deposit Account hereunder until the Pool Balance has been reduced Certificates are retired. (b) The distribution of a Cash Release Amount pursuant to zeroSection 5.05(a) on a Payment Date shall be subject to the satisfaction of all of the following conditions: (i) no such distribution or release shall be made until the First Release Payment Date; and (ii) the amount allocated to the Reserve Account is equal to the Specified Reserve Amount.

Distributions. (ai) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in distributed to the Note Noteholders and the Certificateholders and all amounts to be allocated within the Deposit Account as described below. For purposes of this Section, the Servicing Fee for the related Payment Date and any previously unpaid Servicing Fees shall be deducted from the Total Distribution Amount at any time on or prior to the Payment Date. If the Total Distribution Amount during a Collection Period has reached a level which covers the payments due pursuant to clauses (A), (B), (C), (D) and (E) of Section 5.05(a)(ii), then for the remainder of the Collection Period the Servicer may net the amounts, if any, distributable pursuant to clause (F) of Section 5.05(a)(ii) out of the Total Distribution Amount before depositing the Total Distribution Amount into the Deposit Account and pay such amounts directly to the Certificate Distribution Account and related recipient. (ii) Subject to make all distributions Section 5.04(b) of the Indenture, on the related Payment Date. (c) On each Payment Date, Date the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s 's Certificate delivered on the related Payment Determination Date pursuant to Section 3.104.09) to make the following deposits allocations and distributions for receipt by the Servicer or deposit in the applicable account11:00 A.M. (New York time), to the extent of the Available AmountTotal Distribution Amount (net of the Servicing Fee for such Payment Date and any previously unpaid Servicing Fees and any amount payable pursuant to Section 5.05(a)(ii)(F) that has already been deducted pursuant to Section 5.05(a)(i)), in the following order of priority: (iA) allocate to the ServicerClass A Noteholders for distribution pursuant to Section 8.02 of the Indenture, Nonrecoverable Advancesfrom such net Total Distribution Amount, an amount equal to the accrued and unpaid interest due on the Class A Notes on such Payment Date; (iiB) credit, from such net Total Distribution Amount remaining after the application of clause (A), the Priority Principal Distribution Amount to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods)Note Principal Distribution Account; (iiiC) on a pro rata basis, allocate to the Indenture Trustee Class B Noteholders for distribution pursuant to Section 8.02 of the Indenture, from such net Total Distribution Amount remaining after the application of clauses (A) and (B), an amount equal to the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to interest due on the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurredClass B Notes; (ivD) [Reserved] (v) on a pro rata basis, allocate to the Note Distribution Reserve Account, from such net Total Distribution Amount remaining after the Note Interest Distributable Amount to be distributed to the holders application of the Notes at their respective Interest Rates; clauses (viA), (B) to the Note Distribution Accountand (C), the Note Principal Distributable amount required, if any, such that the amount therein is the Specified Reserve Amount; (viiE) to the Certificate credit, from such net Total Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) remaining after the Notes have been paid in fullapplication of clauses (A), (B), (C) and (D), an amount equal to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, the Required Principal Distribution Amount minus (y) the Priority Principal Distribution Amount to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) aboveNote Principal Distribution Account; and (xiF) distribute to the Depositor, any Available Holders of the Certificates such net Total Distribution Amount remaining (after giving effect to the reduction in the Available Amount described in application of clauses (iA), (B), (C), (D) through and (x) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zeroE).

Distributions. (a) On each Deposit Determination Date, Servicer shall calculate all amounts required to determine the Indenture Trustee shall cause amounts to be made (deposited on the related Distribution Date in the Class A Distribution Account and the Class B Distribution Account which calculations shall be set forth in the Servicer’s Report delivered to Trustee on or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for before such Payment Determination Date. (b) On or before each Determination Distribution Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) On each Payment Date, the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s Certificate Report delivered on the related Determination Date pursuant to Section 3.103.9) to, and the Trustee shall: (i) withdraw from the Payahead Account and deposit in the Collection Account, in immediately available funds, (x) with respect to each Precomputed Receivable for which the payments made by or on behalf of the obligor for the related Collection Period are less than the scheduled payment for the related Collection Period, the amount of Payaheads, if any, made with respect to such Receivable which, when added to the amount of such payments, is equal to the amount of such scheduled payment, (y) with respect to each Precomputed Receivable for which prepayments insufficient to prepay the Receivable in full have been made by or on behalf of the Obligor for the related Collection Period, the amount of Payaheads, if any, made with respect to such Receivable which, when added to the amount of such prepayments, is equal to an amount sufficient to prepay such Receivable in full, and (z) the amount of all Payaheads, if any, made with respect to any Purchased Receivable; and (ii) withdraw from the Collection Account and deposit in the Payahead Account (or receive from Servicer, which will remit to the Trustee for deposit in the Payahead Account, as the case may be), in immediately available funds, the aggregate amount of collections on Precomputed Receivables treated as Payaheads pursuant to Section 4.2 for the Collection Period related to such Distribution Date. (c) On each Distribution Date, based on the related Servicer’s Report, Trustee will make the following deposits and distributions for receipt from the Collection Account by the Servicer or deposit in the applicable account_____________ a.m. (___________, ________ time), to the extent of the sum of Available AmountInterest and any Available Reserve Amount (and, in the case of shortfalls in the Class A Interest Distributable Amount occurring under clause (ii), the Class B Percentage of Available Principal to the extent of such shortfalls), in the following order priority: (i) to Servicer, any unpaid Servicing Fee for the related Collection Period and all unpaid Servicing Fees from prior Collection Periods; (ii) to the Class A Distribution Account, the Class A Interest Distributable Amount for such Distribution Date; and (iii) to the Class B Distribution Account, the Class B Interest Distributable Amount for such Distribution Date. On each Distribution Date, based on the related Servicer’s Report, Trustee will make the following deposits and distributions, to the extent of the portion of Available Principal, Available Interest and Available Reserve Amount remaining after the application of clauses (i), (ii) and (iii), in the following priority: (i) to the ServicerClass A Distribution Account, Nonrecoverable Advancesthe Class A Principal Distributable Amount for such Distribution Date; (ii) to the ServicerClass B Distribution Account, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods)Class B Principal Distributable Amount for such Distribution Date; (iii) on a pro rata basis, to the Indenture Trustee and the Owner TrusteeReserve Account, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administratoramounts remaining, until the Notes have been paid amount on deposit in full, the annual amount paid to Reserve Account equals the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurredSpecified Reserve Account Balance; (iv) [Reserved]to Servicer, the Additional Servicing for such Distribution Date; and (v) on a pro rata basis, to the Note Transferor, any amounts remaining. (d) On each Distribution AccountDate, all amounts on deposit in the Note Interest Distributable Amount to Class A Distribution Account will be distributed to the holders Class A Holders (determined as of the Notes at their respective Interest Rates; (virelated Record Date) by Trustee and all amounts on deposit in the Class B Distribution Account will be distributed to the Note Class B Holders (determined as of the related Record Date) by Trustee. Except as provided in Section 10.1, payments under this paragraph shall be made to the Holders by check mailed by Trustee to each Holder’s respective address of record (or, in 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 Trustee is required to wire funds to the Holders from the Class A Distribution Account or the Class B Distribution Account, as applicable, it shall request the Note Principal Distributable Amount; (vii) to bank maintaining the Certificate Class A Distribution Account or the Class B Distribution Account, as applicable, to make a wire transfer of the Certificate Interest Distributable Amount amount to be distributed to Certificateholders; (viii) after and the Notes have been paid in full, to bank maintaining the Certificate Class A Distribution Account or the Class B Distribution Account, as applicable, shall promptly deliver to Trustee a confirmation of such wire transfer. To the Certificate Principal Distributable Amount; extent that Trustee is required to make payments to Holders by check hereunder, it shall request the bank maintaining the Class A Distribution Account or the Class B Distribution Account, as applicable, to provide it with a supply of checks to make such payments. The bank shall, if a request is made by Trustee for a wire transfer by _______________ a.m. (ix_______________, time) on any Distribution Date, wire such funds in accordance with such instructions by _______________ a.m. (_______________, time) on such Distribution Date, and it will otherwise act in compliance with the provisions of this paragraph and the other provisions of this Agreement applicable to it as the bank maintaining the Class A Distribution Account or the Class B Distribution Account, as applicable. Servicer shall take all necessary action (including requiring an agreement to such effect) to ensure that any bank maintaining the Reserve FundClass A Distribution Account or the Class B Distribution Account, as applicable, agrees to comply, and complies, with the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee provisions of this paragraph and the Owner Trusteeother provisions of this Agreement applicable to it as the bank maintaining the Class A Distribution Account or the Class B Distribution Account, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zeroas applicable.

Distributions. (a) On No later than 12 noon, New York City time, on each Deposit Determination Date, the Indenture Trustee Servicer shall cause calculate all amounts required to determine the amounts to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, withdrawn from the Yield Supplement Account and the amounts to be withdrawn from the Reserve Account (if any) and deposited into the Collection Account and the amounts to be withdrawn from the Collection Account and paid to the Collection AccountServicer and the Administrator, an amount equal deposited into the Note Distribution Account and the Certificate Distribution Account and/or paid to the Yield Supplement Withdrawal Amount, if any, for such Class R Certificateholder pursuant to Sections 5.6(d) and 5.7(d) with respect to the next succeeding Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) On each Payment Deposit Date, the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 3.104.8) to make withdraw from the following deposits Yield Supplement Account and distributions for receipt by the Servicer or deposit in the applicable accountCollection Account the Yield Supplement Withdrawal Amount for the related Payment Date and to withdraw from the Reserve Account and deposit in the Collection Account the Reserve Account Transfer Amount (if any) for the related Payment Date, and the Indenture Trustee shall so withdraw and deposit the Yield Supplement Withdrawal Amount and the Reserve Account Transfer Amount (if any) for such Payment Date. (c) Not later than 11:00 a.m., New York City time, on each Payment Date, at the Servicer's direction, the Indenture Trustee, or the Paying Agent on behalf of the Indenture Trustee, shall cause to be made the following distributions, to the extent of the Available AmountTotal Distribution Amount then on deposit in the Collection Account and amounts withdrawn from the Reserve Account and deposited in the Collection Account by wire transfer of immediately available funds, in the following order of prioritypriority and in the amounts set forth in the Servicer's Certificate for such Payment Date: (i) to the Servicer, Nonrecoverable Advancesthe sum of (x) the Servicing Fee for the preceding Collection Period, plus (y) the amount of any Servicing Fee previously due but not paid, if any, to the extent such amounts are not deducted from the Servicer's remittance to the Collection Account pursuant to Section 5.8; (ii) to the ServicerAdministrator, the Total Servicing sum of (x) the Administration Fee for such Payment Date, plus (including y) the amount of any unpaid Total Servicing Fees from one or more prior Collection Periods)Administration Fee previously due but not paid, if any; (iii) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in fullNote Distribution Account, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurredNoteholders' Interest Distributable Amount; (iv) [Reserved]except as set forth in Section 5.5(d), to the Owner Trustee for deposit in the Certificate Distribution Account, the Certificateholders' Interest Distributable Amount; (v) on a pro rata basisexcept as set forth in Section 5.5(d), to the Note Distribution Account, the Note Interest Noteholders' Principal Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates;Amount; and (vi) except as set forth in Section 5.5(d), to the Note Distribution Account, the Note Principal Distributable Amount; (vii) to Owner Trustee for deposit in the Certificate Distribution Account, the Certificate Interest Certificateholders' Principal Distributable Amount to be distributed to Certificateholders;Amount; and (viiivii) after except as set forth in Section 5.5(d), to the Reserve Account, any remaining portion of the Total Distribution Amount. In the event that the Collection Account is maintained with an institution other than the Indenture Trustee, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to this Section 5.5(c) on the related Deposit Date. (d) If the Notes have been paid declared immediately due and payable as provided in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to Section 5.2 of the Indenture Trustee and following the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application occurrence of the payments an Event of Default described in clause (iiia) above; and or (xib) to of Section 5.2 of the DepositorIndenture, any Available Amount amounts remaining (after giving effect to the reduction in the Available Amount Collection Account after the distributions described in clauses (i), (ii) through and (xiii) above. Notwithstanding that of Section 5.5(c) shall be distributed as follows: (1) an amount equal to the Outstanding Amount of the Notes have been paid will be deposited in fullthe Note Distribution Account, the Indenture Trustee shall continue and (2) any remaining amounts will be applied pursuant to maintain the Collection Account hereunder until the Pool Balance has been reduced to zeroclauses (iv), (v), (vi) and (vii) of Section 5.5(c).

Distributions. (a) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) 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 the related Determination Date pursuant to Section 3.10) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable account, to the extent of the Available Amount, in the following order of priority: (i) to the Servicer, Nonrecoverable Advances; (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee, the Delaware Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (vi) to the Note Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee, the Delaware Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; (xi) to the related Cap Counterparty under the Cap Agreement, the amount of any payment due under such Cap Agreement; and (xixii) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (xxi) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zero.

Distributions. (a) On each Deposit Distribution Date, the Indenture Trustee ------------- shall cause to be made apply Available Funds in the Certificate Account as follows: (or request the Servicer to makei) first, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection AccountCertificateholders and the holder of the Retained Interest in payment of Certificate Interest and the Interest Strip, an amount equal respectively, pro rata according to the Yield Supplement Withdrawal Amountrespective amounts thereof then due and payable; and (ii) second, to the Certificateholders, in payment of Required Principal (if any, for such Payment Date). (b) On each Determination If the Trustee has not received payment with respect to a Collection Period on the Underlying Securities on or prior to the related Distribution Date, such distribution will be made promptly upon receipt of payment on the Servicer Underlying Securities. No additional amounts shall calculate (i) all amounts required accrue on the Certificates or be owed to Certificateholders as a result of such delay; provided that any additional interest owed and paid by the Underlying Securities -------- Issuer as a result of such delay shall be deposited in paid to the Note Distribution Account Certificateholders and the holder of the Retained Interest, pro rata according to the respective amounts of Certificate Distribution Account Interest and (ii) to make all distributions the Interest Strip remaining unpaid on the related Payment Distribution Date. (c) On each Payment Date, Amounts recovered in respect of the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) to make the Underlying Securities following deposits and distributions for receipt a default by the Servicer or deposit in Underlying Securities Issuer under the applicable accountUnderlying Securities Indenture shall, to the extent allocable to interest, be distributed in accordance with the provisions of Section 5(a)(i), and, to the extent allocable to principal, in accordance with the provisions of Section 5(a)(ii). (d) On any Distribution Date as of which the Call Right is exercised, the Trustee shall apply the proceeds received from such exercise of the Available Amount, in the following order of priorityCall Right as follows: (i) first, to the Servicer, Nonrecoverable Advances;Certificateholders whose Certificates have been purchased in connection with such exercise in payment of Certificate Interest then due and payable on the Certificates so purchased; and (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basissecond, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes Certificateholders whose Certificates have been paid purchased in full, the annual amount paid to the Trustees out connection with such exercise in payment of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders outstanding principal balance of the Notes at their respective Interest Rates; (vi) to the Note Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zeroCertificates so purchased.

Distributions. (a) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) calculate all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) 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 the related Determination Date pursuant to Section 3.10) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable account, to the extent of the Available Amount, in the following order of priority: (i) to the Servicer, Nonrecoverable Advances; (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee, the Securities Intermediary, the Delaware Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as AdministratorSponsor, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 100,000 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved]to the Asset Representations Reviewer, any accrued and unpaid Asset Representations Reviewer Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Sponsor, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Asset Representations Reviewer out of the Available Amount allocation as described in this clause (iv) shall not exceed $150,000 while notes remain outstanding, so long as an Event of Default has not occurred; (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (vi) to the Note Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee, the Securities Intermediary, the Delaware Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; (xi) to the Asset Representations Reviewer, any accrued and unpaid Asset Representations Reviewer Fees and Expenses remaining after application of the payments described in clause (iv) above; and (xixii) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (xxi) above). Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zero.

Distributions. (a) On each Deposit Distribution Date, the Indenture Trustee shall cause distribute to be made each Certificateholder of record on the related Record Date (or request other than as provided in Section 10.01 respecting the final distribution to Certificateholders if the termination of the Trust is in connection with a purchase of the assets of the Trust by the Servicer pursuant to makeSection 10.01) by check or money order mailed to such Certificateholder at the address appearing in the Certificate Register, as applicable) or upon written request by a Holder of a Certificate, by wire transfer (in the transfer event such Certificateholder owns of record one or more Certificates that have principal or notional denominations aggregating at least $5,000,000 and distribution in immediately available fundshas given the Trustee, from the Yield Supplement Account at least five Business Days prior to the Collection Accountrelated Record Date, an amount equal written instruction for making such wire transfer to a bank account maintained in the United States), or by such other means of payment as such Certificateholder and the Trustee shall agree, such Certificateholder's Percentage Interest of the amounts (to the Yield Supplement Withdrawal Amountextent applicable to the Class of such Holder's Certificate) and in the following orders of priority with respect to each Mortgage Loan Group. Notwithstanding such priorities, if any, for the aggregate of amounts distributed on all Distribution Dates in reduction of the Certificate Principal Balance of any Class shall not exceed the Certificate Principal Balance of such Payment Class as of the Closing Date. (b) On each Determination Distribution Date, the Servicer Trustee shall calculate (i) all amounts required withdraw the portion of Available Funds for each Mortgage Loan Group from the Certificate Account in such amount so as to be deposited in pay concurrently, to the Note Distribution Account Trustee, the Trustee Fee; to the Servicer, the Monthly Servicing Fee and the Certificate applicable PMI Insurer Premium (in such amount, as shall have been calculated by the Servicer and notified in writing to the Trustee), if any, paid by the Servicer (in each case to the extent not otherwise reimbursed from the Collection Account); and to the PMI Insurer, the PMI Insurer Premium, if any (to the extent not paid by the Servicer), in each case for such Mortgage Loan Group and Distribution Account and (ii) to make all distributions on the related Payment Date. (c) On each Payment Distribution Date, after subtracting amounts payable toward the Servicer Trustee Fee, the Monthly Servicing Fee and the Primary Mortgage Insurance Premium, if any, the Trustee shall instruct withdraw from the Indenture Trustee in writing (based on Certificate Account that portion of Available Funds for such Distribution Date consisting of the information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) to Interest Remittance Amount for such Distribution Date, and make the following deposits disbursements and distributions for receipt by the Servicer or deposit transfers in the applicable account, to the extent of the Available Amount, in the following order of priority: (i) to the Servicer, Nonrecoverable Advances; (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expensespriority described below, in each case to the extent of the related Interest Remittance Amount remaining for such fees Distribution Date: 1. To each class of Senior Certificates, the related Class Interest Distribution for the applicable Distribution Date, allocated as follows: A. The portion of the related Class Interest Distribution attributable to the Group I Mortgage Loans will be distributed: first, concurrently, to the Class A-IO Certificates, the Group I Class A-IO Class Interest Distribution and expenses have not been previously paid by to the ServicerClass A-1 Certificates, the Class Interest Distribution for the Class A-1 Certificates, allocated pro rata based on entitlement pursuant to this clause first; and second, concurrently, to the Class A-IO Certificates, the Group II Class A-IO Class Interest Distribution and to the Class A-2 Certificates, the Class Interest Distribution for the Class A-2 Certificates, in its capacity each case to the extent not paid pursuant to clause B. below, allocated pro rata based on entitlement pursuant to this clause second; B. The portion of the related Class Interest Distribution attributable to the Group II Mortgage Loans will be distributed: first, concurrently, to the Class A-IO Certificates, the Group II Class A-IO Class Interest Distribution and to the Class A-2 Certificates, the Class Interest Distribution for the Class A-2 Certificates, allocated pro rata based on entitlement pursuant to this clause first; and second, concurrently, to the Class A-IO Certificates, the Group I Class A-IO Class Interest Distribution and to the Class A-1 Certificates, the Class Interest Distribution for the Class A-1 Certificates, in each case to the extent not paid pursuant to clause A. above, allocated pro rata based on entitlement pursuant to this clause second; 2. Sequentially, to the Class M-1, Class M-2 and Class B Certificates, in that order, the related Class Monthly Interest Amount for the applicable Distribution Date. (d) On each Distribution Date, the Trustee shall withdraw from the Certificate Account that portion of Available Funds for such Distribution Date consisting of amounts in respect of principal received, and distribute to the Holders of the Offered Certificates, other than the Class A-IO Certificates, such amount, to the extent of the Principal Distribution Amount, in the following amounts and order of priority: 1. To the Class A Certificates, the Senior Principal Distribution Amount for the applicable Distribution Date, excluding any Subordination Increase Amount included in that amount, distributed as Administratorfollows: A. To the Class A-1 Certificates, payable solely from the Basic Principal Amount from the Group I Mortgage Loans, an amount equal to the product of (a) the Senior Principal Distribution Amount, excluding any Subordination Increase Amount included in that amount, and (b) the Class A Principal Allocation Percentage applicable to the Class A-1 Certificates, until the Notes have been paid Certificate Principal Balance thereof is reduced to zero; B. To the Class A-2 Certificates, payable solely from the Basic Principal Amount from the Group II Mortgage Loans, an amount equal to the product of (a) the Senior Principal Distribution Amount, excluding any Subordination Increase Amount included in fullthat amount, and (b) the Class A Principal Allocation Percentage applicable to the Class A-2 Certificates, until the Certificate Principal Balance thereof is reduced to zero; 2. To the Class M-1 Certificates, the annual Class M-1 Principal Distribution Amount for the applicable Distribution Date, excluding any Subordination Increase Amount included in that amount, until its Certificate Principal Balance is reduced to zero. 3. To the Class M-2 Certificates, the Class M-2 Principal Distribution Amount for the applicable Distribution Date, excluding any Subordination Increase Amount included in that amount, until its Certificate Principal Balance is reduced to zero. 4. To the Class B Certificates, the Class B Principal Distribution Amount for the applicable Distribution Date, excluding any Subordination Increase Amount included in that amount, until its Certificate Principal Balance is reduced to zero. If the Certificate Principal Balance of either Class of Class A Certificates is reduced to zero, then the remaining amount paid of principal distributions distributable to the Trustees out Holders of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstandingClass A Certificates on such Distribution Date, so long as an Event and the amount of Default has not occurred; (iv) [Reserved] (v) on a pro rata basis, principal distributions distributable to the Note Holders of the Class A Certificates on all subsequent Distribution AccountDates, the Note Interest Distributable Amount to will be distributed to the holders Holders of the Notes at their respective Interest Rates; (vi) to the Note Distribution AccountClass of Class A Certificates remaining outstanding, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, until the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses Balance of such Class of Class A Certificates remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance outstanding has been reduced to zero. (e) On each Distribution Date, the Trustee shall withdraw from the Certificate Account that portion of Available Funds consisting of any Excess Interest and shall pay such amount in the following order of priority, in each case to the extent of the Excess Interest remaining undistributed: 1. To the Offered Certificates other than the Class A-IO Certificates, the Subordination Increase Amount for the applicable Distribution Date, allocated in the order set forth in Section 5.01(d) above. 2. To the Class M-1 Certificates, any related (a) Class Interest Carryover Shortfall and then (b)

Distributions. (a) On or before each Deposit Determination Date, the Indenture Trustee Servicer shall cause calculate all amounts to be made (or request deposited in the Servicer to makeClass A Distribution Account and the Class B Distribution Account, as applicable) which calculations shall be set forth in the transfer and distribution in immediately available funds, from the Yield Supplement Account Servicer's Certificate delivered to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for Trustee on or before such Payment Determination Date. (b) On each Determination Distribution Date, after making the reimbursements to the Servicer shall calculate (i) all amounts required of Outstanding Advances to be deposited the extent provided in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) On each Payment DateSection 4.3(c), the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) to will make the following deposits and distributions for receipt by from the Servicer or deposit in the applicable account, Certificate Account to the extent of the sum of Available AmountInterest and any Available Reserve Amount remaining after such reimbursements (and, in the case of shortfalls occurring under clause (ii) below in the Class A Interest Distribution, the Class B Percentage of Available Principal to the extent of such shortfalls), in the following order of priority, all in accordance with the direction contained in the Servicer's Certificate: (i) to the Servicer, Nonrecoverable Advancesany unpaid Basic Servicing Fee owing to the Servicer for the related Collection Period and all unpaid Basic Servicing Fees from prior Collection Periods, but only from Interest Collections; (ii) to the ServicerClass A Distribution Account, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods);Class A Interest Distribution for such Distribution Date; and (iii) on a pro rata basisto the Class B Distribution Account, the Class B Interest Distribution for such Distribution Date. On each Distribution Date, the Trustee will make the following deposits and distributions, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the portion of Available Principal, Available Interest and Available Reserve Amount allocation as described in this clause remaining after the application of clauses (i), (ii) and (iii) shall not exceed $100,000.00 while notes remain outstandingabove, so long as an Event of Default has not occurred;in the following priority: (iv) [Reserved]to the Class A Distribution Account, the Class A Principal Distribution for such Distribution Date; (v) on a pro rata basis, to the Note Class B Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest RatesClass B Principal Distribution for such Distribution Date; (vi) to the Note Distribution Collateral Agent for deposit in the Reserve Account, any amounts remaining, until the Note Principal Distributable Amount;amount on deposit in the Reserve Account equals the Specified Reserve Account Balance; and (vii) to the Collateral Agent for distribution to the Seller, any amounts remaining. (c) On each Distribution Date, all amounts on deposit in the Class A Distribution Account will be distributed to the Class A Certificateholders by the Trustee, all amounts on deposit in the Class B Distribution Account will be distributed to the Class B Certificateholders by the Trustee and all amounts on deposit in the Reserve Account in excess of the Specified Reserve Account Balance will be distributed to the Seller by the Collateral Agent; provided however that upon distribution with respect to the Class A Certificates of an amount, together with all prior distributions with respect to the Class A Certificates, equal to the Original Class A Certificate Balance plus interest thereon, the Class A Certificateholders shall have no right to any additional distribution and the Trustee shall make no distributions with respect to the Class A Certificates, and upon distribution with respect to the Class B Certificates of an amount, together with all prior distributions with respect to the Class B Certificates, equal to the Original Class B Certificate Balance plus interest thereon, the Class B Certificateholders shall have no right to any additional distributions and the Trustee shall make no distributions with respect to the Class B Certificates. Except as provided in Section 11.1, payments under this subsection (c) shall be made to the Certificateholders by check mailed by the Trustee to each Certificateholder's respective address of record (or, in 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 Certificate Interest Distributable Amount bank maintaining the Class A Distribution Account or the Class B Distribution Account, as applicable, to make a wire transfer of the amount to be distributed to Certificateholders; (viii) after and the Notes have been paid in full, to bank maintaining the Certificate Class A Distribution Account or the Class B Distribution Account, as applicable, shall promptly deliver to the Certificate Principal Distributable Amount; Trustee a confirmation of such wire transfer. To the extent that the Trustee is required to make payments to Certificateholders by check hereunder, it shall request the bank maintaining the Class A Distribution Account or the Class B Distribution Account, as applicable, to provide it with a supply of checks to make such payments. The bank shall, if a request is made by the Trustee for a wire transfer by 9:00 a.m. (ixNew York time) on any Distribution Date, wire such funds to the Trustee in accordance with such instructions by 10:00 a.m. (New York time) on such Distribution Date, and it will otherwise act in compliance with the provisions of this Section and the other provisions of this Agreement applicable to it as the bank maintaining the Class A Distribution Account or the Class B Distribution Account, as applicable. The Servicer shall take all necessary action (including requiring an agreement to such effect) to ensure that any bank maintaining the Reserve FundClass A Distribution Account or the Class B Distribution Account, as applicable, agrees to comply, and complies, with the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee provisions of this Section and the Owner Trusteeother provisions of this Agreement applicable to it as the bank maintaining the Class A Distribution Account or the Class B Distribution Account, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zeroas applicable.

Distributions. (a) On each Deposit Payment Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution of the amounts set forth in the Servicer's Certificate for such Payment Date from the Collection Account to the Servicer, in immediately available funds, for repayment of Outstanding Advances pursuant to Section 4.4(a). (b) The Servicer shall on or before each Determination Date calculate the Available Collections, the Reserve Account Excess Amount, the Available Funds, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods, if any, the Accrued Class A Note Interest, the Accrued Class B Note Interest, the First Priority Principal Payment, if any, and the Regular Principal Distribution Amount. In addition, the Servicer shall calculate on or before each Determination Date the difference, if any, between the Total Required Payment and the Available Funds and, pursuant to Section 4.5(b), the Indenture Trustee shall withdraw funds from the Yield Supplement Reserve Account to the Collection Account, in an amount equal to the Yield Supplement Withdrawal Amount, lesser of such difference (if any, for positive) or the balance of such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment DateReserve Account. (c) 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 3.10) 3.9), to make the following deposits withdrawals from the Collection Account and make deposits, distributions for receipt by the Servicer or deposit in the applicable accountand payments, to the extent of Available Funds for such Payment Date (plus funds, if any, deposited in the Available AmountCollection Account from the Reserve Account pursuant to Section 4.5(b)), in the following order of priority: (i) first, to the Servicer, Nonrecoverable Advancesthe Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (ii) second, to the ServicerClass A Noteholders, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods)Accrued Class A Note Interest for such Payment Date; provided that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis; (iii) third, to the Class A Noteholders, the First Priority Principal Payment, if any, for such Payment Date to be distributed in the same priority as described under Section 4.6(d) of this Agreement; (iv) fourth, to the Class B Noteholders, the Accrued Class B Note Interest for such Payment Date; (v) fifth, to the Principal Distribution Account, the Regular Principal Distribution Amount (less any amounts distributed under clause (iii) above) for such Payment Date; (vi) sixth, if such Payment Date is a Final Scheduled Payment Date for any Class, to the Principal Distribution Account, the amount necessary to reduce the remaining principal amount of such Class to zero after giving effect to the amount, if any, to be applied on a pro rata basissuch Payment Date to such Class from funds deposited pursuant to clauses (iii) and (v) above; (vii) seventh, to the Reserve Account, the amount, if any, required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance for such Payment Date; (viii) eighth, to the Indenture Trustee and the Owner Trustee, any accrued all amounts due for fees, expenses and unpaid Trust Fees and Expenses, in each case indemnification pursuant to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out Section 6.7 of the Available Amount allocation as described in this clause (iii) shall Indenture and Section 7.1 of the Trust Agreement, respectively, and not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred;previously paid; and (ivix) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (vi) to the Note Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in fullninth, to the Certificate Distribution Account, any remaining Available Funds for such Payment Date. Notwithstanding the Certificate Principal Distributable Amount;foregoing in this Section 4.6(c), (ixA) to if the Reserve FundNotes have been accelerated after an Event of Default specified in Section 5.1(iii) of the Indenture, then the amount, if any, necessary to reinstate the balance Available Funds shall instead be applied in the Reserve Fund up to the Specified Reserve Fund Balance;following order of priority: (x1) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued all amounts due for fees, expenses and unpaid Trust Fees and Expenses remaining after application indemnification under Section 6.7 of the payments Indenture, Section 7.1 of the Trust Agreement and Section 6.2 of this Agreement, respectively, and not previously paid; (2) to the Servicer, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (3) to the Class A Noteholders, the Accrued Class A Note Interest for such Payment Date; provided that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis; (4) to the Class A Noteholders, the First Priority Principal Payment, if any, for such Payment Date to be distributed in the same manner as described under Section 4.6(d) of this Agreement; (5) to the Class B Noteholders, the Accrued Class B Note Interest for such Payment Date; (6) first, to the holders of the Class A-1 Notes in clause reduction of principal until the principal amount of the Class A-1 Notes has been paid in full and then to the holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes on a pro rata basis in reduction of principal until the principal amount of such Class A Notes has been paid in full; (iii7) aboveto the holders of the Class B Notes in reduction of principal until the principal amount of the Class B Notes has been paid in full; and (xi8) to the Certificate Distribution Account, any remaining Available Funds for such Payment Date; and (B) if the Notes have been accelerated after an Event of Default specified in Section 5.1(i), (ii), (iv) or (v) of the Indenture, then the Available Funds shall instead be applied in the following order of priority: (1) to the DepositorIndenture Trustee and the Owner Trustee, all amounts due for fees, expenses and indemnification under Section 6.7 of the Indenture, Section 7.1 of the Trust Agreement and Section 6.2 of this Agreement, respectively, and not previously paid; (2) to the Servicer, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (3) to the Class A Noteholders, the Accrued Class A Note Interest for such Payment Date; provided that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis; (4) first, to the holders of the Class A-1 Notes in reduction of principal until the principal amount of the Class A-1 Notes has been paid in full and then to the holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes on a pro rata basis in reduction of principal until the principal amount of such Class A Notes has been paid in full; (5) to the Class B Noteholders, first, the Accrued Class B Note Interest for such Payment Date and second, in reduction of principal until the principal amount of the Class B Notes has been paid in full; and (6) to the Certificate Distribution Account, any remaining Available Amount remaining Funds for such Payment Date. (after giving effect to d) If the reduction Notes have not been accelerated because of an Event of Default, then on each Payment Date the Servicer shall instruct the Indenture Trustee (based on the information contained in the Available Amount described Servicer's Certificate delivered on or before the related Determination Date pursuant to Section 3.9), to withdraw the funds deposited in clauses the Principal Distribution Account on such Payment Date and make distributions and payments in the following order of priority: (i) through first, to the holders of the Class A-1 Notes on a pro rata basis in reduction of principal until the principal amount of the Class A-1 Notes has been paid in full; (xii) abovesecond, to the holders of the Class A-2 Notes on a pro rata basis in reduction of principal until the principal amount of the Class A-2 Notes has been paid in full; (iii) third, to the holders of the Class A-3 Notes on a pro rata basis in reduction of principal until the principal amount of the Class A-3 Notes has been paid in full; (iv) fourth, to the holders of the Class A-4 Notes on a pro rata basis in reduction of principal until the principal amount of the Class A-4 Notes has been paid in full; and (v) fifth, to the holders of the Class B Notes on a pro rata basis in reduction of principal until the principal amount of the Class B Notes has been paid in full. Notwithstanding Any funds remaining on deposit in the Principal Distribution Account shall be paid to the Indenture Trustee and the Owner Trustee to the extent, if any, of amounts due to them hereunder that are unpaid and then to the Certificate Distribution Account. If the Notes have been accelerated because of an Event of Default, then on each Payment Date the Servicer shall instruct the Indenture Trustee (based on the information contained in the Servicer's Certificate delivered on or before the related Determination Date pursuant to Section 3.9), to withdraw the funds deposited in the Principal Distribution Account on such Payment Date and pay them to the holders of the Class A-1 Notes until the principal amount of the Class A-1 Notes has been paid in full, then to the Indenture Trustee shall continue to maintain holders of the Collection Account hereunder Class A-2 Notes, Class A-3 Notes and Class A-4 Notes on a pro rata basis in reduction of principal until the Pool Balance principal amount of the Class A Notes has been reduced paid in full and then to zerothe holders of the Class B Notes in reduction of principal until the principal amount of the Class B Notes has been paid in full.

Distributions. (a) On each Deposit Distribution Date, the Indenture Trustee shall cause (based solely on the information contained in the Servicer’s Certificate delivered with respect to be made the related Determination Date) distribute the following amounts in the following order of priority: (or request i) from the Distribution Amount, to the Servicer, the Base Servicing Fee for the related Monthly Period, any amounts constituting the Base Servicing Fee for previous Monthly Periods which have not been paid and any amounts specified in Section 5.2(b), to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to makeSection 5.9; (ii) from the Distribution Amount, to the Security Insurer, any accrued and unpaid premiums of the Security Insurer payable pursuant to the Insurance Agreement (to the extent such premiums have not been previously paid by the Servicer or Franklin Capital); (iii) from the Distribution Amount, to the Note Distribution Account, the Noteholders’ Interest Distributable Amount; (iv) from the Distribution Amount, to the Note Distribution Account, the Principal Distributable Amount; (v) from the Available Funds, to the Security Insurer, any interest due on outstanding Surety Draws (as applicabledefined below); (vi) from the transfer Available Funds, so long as no Insurer Default shall have occurred and distribution in immediately be continuing, to the Security Insurer, to the extent of available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amountamount, if any, to reimburse the Security Insurer for amounts paid under the Note Policy (to the extent not reimbursed from other amounts available to the Security Insurer) (such Payment Dateamounts paid, the “Surety Draws”), any Insurer Optional Deposits paid by the Insurer, any Security Insurer Defense Costs and all other amounts payable to the Security Insurer under the Insurance Agreement; (vii) from the Available Funds, to the Spread Account, the Spread Account Deposit Amounts; (viii) from the Available Funds, to the Servicer, the Additional Servicing Fee for the related Monthly Period and any overdue Additional Servicing Fees; (ix) from the Available Funds, to the Trustee, the Owner Trustee and the Indenture Collateral Agent, to the extent of available funds, all outstanding fees, expenses and indemnification not previously paid to them by the Servicer; (x) from the Available Funds, to the Security Insurer, any amounts specified in clause (vi) above that remain unpaid; and (xi) from the Available Funds, to the Certificate Distribution Account for distribution to the Certificateholders or their designees, any remaining funds. provided, however, that, following an acceleration of the Notes pursuant to Section 5.2 of the Indenture (and the related declaration of acceleration has not been rescinded or annulled) or the receipt of Insolvency Proceeds, amounts will be distributed pursuant to Section 5.6 of the Indenture instead of pursuant to this Section. Notwithstanding item (x) above, for so long as the Servicer and/or its affiliates are the owners of the Certificates, amounts to be remitted pursuant to such item (x) to the Certificate Distribution Account may instead be distributed directly to the Certificateholders by the Servicer. (b) On No later than 12:00 noon New York City time on each Determination Distribution Date, the Servicer Trustee shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) On each Payment Date, the Servicer shall instruct the Indenture Trustee in writing (based solely on the information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant Date) cause to Section 3.10) to make be made the following deposits transfers and distributions for receipt by the Servicer or deposit in the applicable account, to the extent of the Available Amount, amounts set forth in the following order of priorityServicer’s Certificate for such Distribution Date: (i) to during the Servicer, Nonrecoverable Advances; Funding Period from the Pre-Funding Account (iiA) to if such Distribution Date is the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved] (v) on a pro rata basisMandatory Partial Prepayment Date, to the Note Distribution Account, in immediately available funds, the Note Interest Distributable Pre-Funded Amount to be distributed to the holders (exclusive of the Notes at their respective Interest Rates; (viPre-Funding Earnings) to the Note Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction purchase of Subsequent Receivables, if any, on the Mandatory Partial Prepayment Date and (B) to the Collection Account, all Pre-Funding Earnings in the Available Pre-Funding Account; and (ii) during the Funding Period, from the Capitalized Interest Account (A) to the Collection Account, in immediately available funds, the Monthly Capitalized Interest Amount described for such Distribution Date and (B) to the Seller, in clauses (i) through (x) above. Notwithstanding that immediately available funds, all Investment Earnings on funds in the Capitalized Interest Account on deposit therein or, if such Distribution Date is the Mandatory Partial Prepayment Date, all remaining funds in the Capitalized Interest Account after distribution of interest on the Notes have been paid in full, on such date. (c) In the Indenture Trustee shall continue to maintain event that the Collection Account hereunder until is maintained with an institution other than the Pool Balance has been reduced Indenture Collateral Agent, the Servicer shall instruct and cause such institution to zeromake all deposits and distributions pursuant to Section 5.6(a) on the related Distribution Date.

Distributions. (a) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (bi) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Residual Interestholder Distribution Account and Account. (ii) to make all distributions on the related Payment Date. (c) On each Monthly Payment Date, the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 3.104.09) to make make, and the Indenture Trustee shall make, the following deposits and distributions from amounts on deposit in the Collection Account for receipt by the Servicer or deposit in the applicable accountaccount by 11:00 a.m. (New York time) on such Monthly Payment Date, to the extent of the Available Total Distribution Amount, in the following order of priority: (iA) to the Servicer (if DFS is no longer the Servicer), Nonrecoverable Advancesthe Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (viB) to the Note Distribution Account, from the Total Distribution Amount remaining after the application of clause (A), the Noteholders' Interest Distributable Amount; (C) to the Note Distribution Account, from the Total Distribution Amount remaining after the application of clauses (A) and (B), the Noteholders' Regular Principal Distributable Amount; (viiD) If DFS is the Servicer, to DFS in its capacity as the Certificate Servicer, from the Total Distribution AccountAmount remaining after the application of clauses (A) through (C), the Certificate Interest Distributable Amount to be distributed to CertificateholdersServicing Fee and all unpaid Servicing Fees from prior Collection Periods; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ixE) to the Reserve FundAccount, from the Total Distribution Amount remaining after the application of clauses (A) through (D), the amount, if any, necessary to reinstate by which the balance Specified Reserve Account Balance for such Monthly Payment Date exceeds the amount then on deposit in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) aboveAccount; and (xiF) to the DepositorNote Distribution Account, any Available from the Total Distribution Amount remaining (after giving effect to the reduction in the Available Amount described in application of clauses (iA) through (xE), the Noteholders' Excess Distributable Amount, if any. (b) above. Notwithstanding that On each Monthly Payment Date, the Notes have been paid portion of the Total Distribution Amount, if any, remaining after making in fullfull each of the allocations and distributions set forth in Section 5.06(a)(ii), shall be distributed by the Indenture Trustee shall continue to maintain from the Collection Account hereunder until to the Pool Balance has been reduced Owner Trustee for distribution by the Owner Trustee to zerothe Residual Interestholder pursuant to Section 5.02(a) of the Trust Agreement.

Distributions. (a) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer following transfers and distribution distributions in immediately available fundsfunds in the amounts set forth in the Servicer's Certificate for such Payment Date: (i) from the Payahead Account (or directly from the Servicer in the case of Payments Ahead held by the Servicer pursuant to Section 4.02(b) or (c)) to the Collection Account, the aggregate Applied Payments Ahead; (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; and (iii) from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) 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 the related Determination Date pursuant to Section 3.10) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable account, to the extent of the Available Amount, in the following order of priority: (i) to the Servicer, Nonrecoverable Advances; (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee, the Delaware Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred100,000.00; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (viv) to the Note Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ixvi) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (xvii) on a pro rata basisafter the Class A-1 Notes have been paid in full, to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Class A-1 Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Indenture Trustee, the Delaware Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xix) to the DepositorSeller, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (xix) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zero.

Distributions. (a) On each Deposit Distribution Date, the Indenture Trustee ------------- shall cause to be made apply Available Funds in the Certificate Account as follows: (or request the Servicer to makei) first, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection AccountCertificateholders and the holder of the Retained Interest in payment of Certificate Interest and the Interest Strip, an amount equal respectively, pro rata according to the Yield Supplement Withdrawal Amountrespective amounts thereof then due and payable; and (ii) second, to the Certificateholders, in payment of Required Principal (if any, for such Payment Date). (b) On each Determination If the Trustee has not received payment with respect to a Collection Period on the Underlying Securities on or prior to the related Distribution Date, such distribution will be made promptly upon receipt of payment on the Servicer Underlying Securities. No additional amounts shall calculate (i) all amounts required accrue on the Certificates or be owed to Certificateholders as a result of such delay; provided that any additional interest owed and paid by the Underlying Securities -------- Issuer as a result of such delay shall be deposited in paid to the Note Distribution Account Certificateholders and the holder of the Retained Interest, pro rata according to the respective amounts of Certificate Distribution Account Interest and (ii) to make all distributions the Interest Strip remaining unpaid on the related Payment Distribution Date. (c) On each Payment Date, Amounts recovered in respect of the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) to make the Underlying Securities following deposits and distributions for receipt a payment default by the Servicer or deposit in Underlying Securities Issuer under the applicable accountUnderlying Securities Indenture shall be distributed, first, to the extent ----- Certificateholders in payment of Required Principal (if any) and, second, to the ------ Certificateholders and the holder of the Available Amount, Retained Interest in payment of Certificate Interest (in the following order case of prioritythe Certificateholders) and the Interest Strip (in the case of the holder thereof), respectively, pro rata according to the respective amounts thereof then due and payable. (d) On any Distribution Date as of which the Call Right is exercised, the Trustee shall apply the proceeds received from such exercise of the Call Right as follows: (i) first, to the Servicer, Nonrecoverable Advances;Certificateholders whose Certificates have been purchased in connection with such exercise in payment of Certificate Interest then due and payable on the Certificates so purchased; and (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basissecond, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes Certificateholders whose Certificates have been paid purchased in full, the annual amount paid to the Trustees out connection with such exercise in payment of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders outstanding principal balance of the Notes at their respective Interest Rates; (vi) to the Note Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zeroCertificates so purchased.

Distributions. (a) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to determine the amounts, if any, to be deposited in remitted to the Note Distribution Account Noteholders, the Swap Counterparty and the Certificate Distribution Account and (ii) to make all distributions on the related Payment DateCertificateholders. (cb) On the second Business Day prior to each Payment Distribution Date, the Servicer shall instruct the Indenture Trustee in writing (based on the information contained Trustee, which instruction shall be in the form of Schedule D (or such other form that is acceptable to the Indenture Trustee and the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) ), to make the following deposits and distributions for receipt by the Servicer Servicer, the Noteholders, or for deposit in the applicable account, Trust Account or Certificate Distribution Account by 11:00 A.M. (New York time) on such following Distribution Date to the extent of the Available AmountTotal Distribution Amount on deposit in the Collection Account (and any funds are to be distributed pursuant to Section 6.14(d) of the Indenture), in the following order of priority: (i) to the Servicer, Nonrecoverable Advancesthe Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (ii) to the ServicerAdministrator under the Administration Agreement, the Total Servicing Administration Fee (including any and all unpaid Total Servicing Administration Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee and the Owner TrusteeSwap Counterparty, any accrued and unpaid Trust Fees and Expenses, in each case to the extent Net Swap Payment owed on such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurredDistribution Date; (iv) [Reserved]to the Noteholders and the Swap Counterparty, pro rata the Noteholders' Interest Distributable Amount and any Senior Swap Termination Payment owed on such Distribution Date, respectively; (v) on a pro rata basis, to the Note Principal Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest RatesFirst Priority Principal Distribution Amount, if any; (vi) to the Note Distribution Reserve Account, an amount equal to the Note Principal Distributable Amountexcess of the Specified Reserve Account Balance over the amount on deposit in the Reserve Account on such Distribution Date; provided, that, on or prior to the Distribution Date on which the amount on deposit in the Reserve Account equals the Specified Reserve Account Balance, the amount deposited in the Reserve Account pursuant to this clause (vi) shall not exceed the Net Excess Spread for the applicable Distribution Date; (vii) to the Certificate Principal Distribution Account, the Certificate Interest Distributable Amount to be distributed to CertificateholdersRegular Principal Distribution Amount; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basisrata, to the Indenture Trustee under the Indenture, all unpaid Indenture Trustee's fees and the Owner Trusteeexpenses, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in fullIssuing Entity, the Indenture Trustee shall continue to maintain amount of any state taxes payable by the Collection Account hereunder until the Pool Balance has been reduced to zero.Issuing Entity;

Distributions. (a) On each Deposit Distribution Date, the Indenture Trustee shall cause distribute to be made each Certificateholder of record on the related Record Date (or request other than as provided in Section 10.01 respecting the final distribution to Certificateholders if the termination of the Trust is in connection with a purchase of the assets of the Trust by the Servicer pursuant to makeSection 10.01) by check or money order mailed to such Certificateholder at the address appearing in the Certificate Register, as applicable) or upon written request by a Holder of a Certificate, by wire transfer (in the transfer event such Certificateholder owns of record one or more Certificates that have principal or notional denominations aggregating at least $5,000,000 and distribution in immediately available fundshas given the Trustee, from the Yield Supplement Account at least five Business Days prior to the Collection Accountrelated Record Date, an amount equal written instruction for making such wire transfer to a bank account maintained in the United States), or by such other means of payment as such Certificateholder and the Trustee shall agree, such Certificateholder's Percentage Interest of the amounts (to the Yield Supplement Withdrawal Amountextent applicable to the Class of such Holder's Certificate) and in the following orders of priority with respect to each Mortgage Loan Group. Notwithstanding such priorities, if any, for the aggregate of amounts distributed on all Distribution Dates in reduction of the Certificate Principal Balance of any Class shall not exceed the Certificate Principal Balance of such Payment Class as of the Closing Date. (b) On each Determination Distribution Date, the Servicer Trustee shall calculate (i) all amounts required withdraw the portion of Available Funds for each Mortgage Loan Group from the Certificate Account in such amount so as to be deposited in pay concurrently, to the Note Distribution Account Trustee, the Trustee Fee; to the Servicer, the Monthly Servicing Fee and the Certificate applicable PMI Insurer Premium (in such amount, as shall have been calculated by the Servicer and notified in writing to the Trustee), if any, paid by the Servicer (in each case to the extent not otherwise reimbursed from the Collection Account); and to the PMI Insurer, the PMI Insurer Premium, if any (to the extent not paid by the Servicer), in each case for such Mortgage Loan Group and Distribution Account and (ii) to make all distributions on the related Payment Date. (c) On each Payment Distribution Date, after subtracting amounts payable toward the Servicer Trustee Fee, the Monthly Servicing Fee and the Primary Mortgage Insurance Premium, if any, the Trustee shall instruct withdraw from the Indenture Trustee in writing (based on Certificate Account that portion of Available Funds for such Distribution Date consisting of the information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) to Interest Remittance Amount for such Distribution Date, and make the following deposits disbursements and distributions for receipt by the Servicer or deposit transfers in the applicable account, to the extent of the Available Amount, in the following order of priority: (i) to the Servicer, Nonrecoverable Advances; (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expensespriority described below, in each case to the extent of the Interest Remittance Amount remaining for such fees Distribution Date: 1. To each class of Senior Certificates, the related Class Interest Distribution for the applicable Distribution Date, allocated as follows: A. The portion of the related Class Interest Distribution attributable to the Group I Mortgage Loans will be distributed: first, concurrently, to the Class A-IO Certificates, the Group I Class A-IO Class Interest Distribution and expenses have not been previously paid by to the ServicerClass A-1 Certificates, the Class Interest Distribution for the Class A-1 Certificates, allocated pro rata based on entitlement pursuant to this clause first; and second, concurrently, to the Class A-IO Certificates, the Group II Class A-IO Class Interest Distribution and to the Class A-2 Certificates, the Class Interest Distribution for the Class A-2 Certificates, in its capacity each case to the extent not paid pursuant to clause B. below, allocated pro rata based on entitlement pursuant to this clause second; B. The portion of the related Class Interest Distribution attributable to the Group II Mortgage Loans will be distributed: first, concurrently, to the Class A-IO Certificates, the Group II Class A-IO Class Interest Distribution and to the Class A-2 Certificates, the Class Interest Distribution for the Class A-2 Certificates, allocated pro rata based on entitlement pursuant to this clause first; and second, concurrently, to the Class A-IO Certificates, the Group I Class A-IO Class Interest Distribution and to the Class A-1 Certificates, the Class Interest Distribution for the Class A-1 Certificates, in each case to the extent not paid pursuant to clause A. above, allocated pro rata based on entitlement pursuant to this clause second; 2. Sequentially, to the Class M-1, Class M-2 and Class B Certificates, in that order, the related Class Monthly Interest Amount for the applicable Distribution Date. (d) On each Distribution Date, the Trustee shall withdraw from the Certificate Account that portion of Available Funds for such Distribution Date consisting of amounts in respect of principal received, and distribute to the Holders of the Offered Certificates, other than the Class A-IO Certificates, such amount, to the extent of the Principal Distribution Amount, in the following amounts and order of priority: 1. To the Class A Certificates, the Senior Principal Distribution Amount for the applicable Distribution Date, excluding any Subordination Increase Amount included in that amount, distributed as Administratorfollows: A. To the Class A-1 Certificates, payable solely from the Basic Principal Amount from the Group I Mortgage Loans, an amount equal to the product of (a) the Senior Principal Distribution Amount, excluding any Subordination Increase Amount included in that amount, and (b) the Class A Principal Allocation Percentage applicable to the Class A-1 Certificates, until the Notes have been paid Certificate Principal Balance thereof is reduced to zero; B. To the Class A-2 Certificates, payable solely from the Basic Principal Amount from the Group II Mortgage Loans, an amount equal to the product of (a) the Senior Principal Distribution Amount, excluding any Subordination Increase Amount included in fullthat amount, and (b) the Class A Principal Allocation Percentage applicable to the Class A-2 Certificates, until the Certificate Principal Balance thereof is reduced to zero; 2. To the Class M-1 Certificates, the annual Class M-1 Principal Distribution Amount for the applicable Distribution Date, excluding any Subordination Increase Amount included in that amount, until its Certificate Principal Balance is reduced to zero. 3. To the Class M-2 Certificates, the Class M-2 Principal Distribution Amount for the applicable Distribution Date, excluding any Subordination Increase Amount included in that amount, until its Certificate Principal Balance is reduced to zero. 4. To the Class B Certificates, the Class B Principal Distribution Amount for the applicable Distribution Date, excluding any Subordination Increase Amount included in that amount, until its Certificate Principal Balance is reduced to zero. If the Certificate Principal Balance of either Class of Class A Certificates is reduced to zero, then the remaining amount paid of principal distributions distributable to the Trustees out Holders of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstandingClass A Certificates on such Distribution Date, so long as an Event and the amount of Default has not occurred; (iv) [Reserved] (v) on a pro rata basis, principal distributions distributable to the Note Holders of the Class A Certificates on all subsequent Distribution AccountDates, the Note Interest Distributable Amount to will be distributed to the holders Holders of the Notes at their respective Interest Rates; (vi) to the Note Distribution AccountClass of Class A Certificates remaining outstanding, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, until the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses Balance of such Class of Class A Certificates remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance outstanding has been reduced to zero. (e) On each Distribution Date, the Trustee shall withdraw from the Certificate Account that portion of Available Funds consisting of any Excess Interest and shall pay such amount in the following order of priority, in each case to the extent of the Excess Interest remaining undistributed: 1. To the Offered Certificates other than the Class A-IO Certificates, the Subordination Increase Amount for the applicable Distribution Date, allocated in the order set forth in Section 5.01(d) above. 2. To the Class M-1 Certificates, any related (a) Class Interest Carryover Shortfall and then (b)

Distributions. (a) On each Deposit Distribution Date, the Indenture Trustee shall cause to be made (or request transferred to the Servicer to makeCollection Account, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account aggregate prepayments for the related Due Period, pursuant to Sections 4.3, and any additional amounts required by Section 4.4, in the Collection Account, an amount equal to amounts set forth in the Yield Supplement Withdrawal Amount, if any, Master Servicer's Certificate for such Payment Distribution Date. A single, net transfer may be made. (b) On each Determination Date, the Master Servicer shall calculate (i) all amounts required to determine the amounts to be deposited in from the Reserve Account into the Collection Account and from the Collection Account into the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment DateAccount. (c) On or before each Payment Distribution Date, the Master Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Master Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 3.10) to make withdraw from the Reserve Account and deposit in the Collection Account and the Trustee shall so withdraw and deposit the Reserve Account Transfer Amount for such Distribution Date. (d) On each Distribution Date, the Master Servicer shall instruct the Trustee (based on the information contained in the Master Servicer's Certificate delivered on the related Determination Date pursuant to Section 3.10) to make, and the Trustee shall make, the following deposits and distributions from the Collection Account for receipt by the Servicer or deposit in the applicable accountAccount by ________ [A.M.][P.M.], to the extent of the Available Total Distribution Amount, in the following order of priority: : (i) to the Master Servicer, Nonrecoverable Advances; (ii) to from the ServicerTotal Distribution Amount, the Total Servicing Fee Fee; (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (viii) to the Note Distribution Account, from the Note Principal Total Distribution Amount remaining after the application of clause (i), the Noteholders' Interest Distributable Amount; ; (viiiii) to the Owner Trustee for deposit in the Certificate Distribution Account, from the Certificate Total Distribution Amount remaining after the application of clause (i) and clause (ii), the Certificateholders' Interest Distributable Amount to be distributed to Certificateholders; Amount; (viiiiv) after the Notes have been paid in full, to the Certificate Note Distribution Account, from the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses Total Distribution Amount remaining after the application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (xiii), the Noteholders' Principal Distributable Amount; and (v) above. Notwithstanding to the Owner Trustee for deposit in the Certificate Distribution Account, from the Total Distribution Amount remaining after the application of clauses (i) through (iv), the Certificateholders' Principal Distributable Amount; provided, however, that following the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture, an acceleration of the Notes have been paid in full, pursuant to Section 5.2 of the Indenture Trustee shall continue or an Insolvency Event with respect to maintain the holder of the GP Interest, amounts on deposit in the Collection Account hereunder will be deposited in the Note Distribution Account to the extent necessary to pay accrued and unpaid interest on the Notes and then, to the extent funds are available therefore, principal on the Notes until the Pool Balance principal balance of each class of Notes has been reduced to zero, before any amounts are deposited in the Certificate Distribution Account. Following the payment in full of the Notes, amounts on deposit in the Collection Account will be deposited in the Certificate Distribution Account to the extent necessary to pay accrued and unpaid interest on the Certificates and then, to the extent funds are available therefore, principal on the Certificates until the principal balance thereof has been reduced to zero. In the event that the Collection Account is maintained with an institution other than the Trustee, the Master Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to this Section 4.5(c) on the related Transfer Date.

Distributions. (a) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer following transfers and distribution distributions in immediately available fundsfunds in the amounts set forth in the Servicer’s Certificate for such Payment Date: (i) from the Payahead Account (or request the Servicer to make in the case of Payments Ahead held by the Servicer pursuant to Section 4.02(b) or (c)) to the Collection Account, the aggregate Applied Payments Ahead; (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; and (iii) from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) 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 the related Determination Date pursuant to Section 3.10) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable account, to the extent of the Available Amount, in the following order of priority: (i) to the Servicer, Nonrecoverable Advances; (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee, the Delaware Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred100,000.00; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (viv) to the Note Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ixvi) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (xvii) on a pro rata basisto the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Class A-1 Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Indenture Trustee, the Delaware Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xix) to the DepositorSeller, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (xix) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zero.

Distributions. (a) On each Deposit Determination Date, Servicer shall calculate all amounts required to determine the Indenture Trustee shall cause amounts to be made (deposited on the related Distribution Date in the Class A Distribution Account and the Class B Distribution Account which calculations shall be set forth in the Servicer’s Report delivered to Trustee on or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for before such Payment Determination Date. (b) On or before each Determination Distribution Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) On each Payment Date, the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s Certificate Report delivered on the related Determination Date pursuant to Section 3.103.9) to, and the Trustee shall: (i) withdraw from the Payahead Account and deposit in the Collection Account, in immediately available funds, (x) with respect to each Precomputed Receivable for which the payments made by or on behalf of the obligor for the related Collection Period are less than the scheduled payment for the related Collection Period, the amount of Payaheads, if any, made with respect to such Receivable which, when added to the amount of such payments, is equal to the amount of such scheduled payment, (y) with respect to each Precomputed Receivable for which prepayments insufficient to prepay the Receivable in full have been made by or on behalf of the Obligor for the related Collection Period, the amount of Payaheads, if any, made with respect to such Receivable which, when added to the amount of such prepayments, is equal to an amount sufficient to prepay such Receivable in full, and (z) the amount of all Payaheads, if any, made with respect to any Purchased Receivable; and (ii) withdraw from the Collection Account and deposit in the Payahead Account (or receive from Servicer, which will remit to the Trustee for deposit in the Payahead Account, as the case may be), in immediately available funds, the aggregate amount of collections on Precomputed Receivables treated as Payaheads pursuant to Section 4.2 for the Collection Period related to such Distribution Date. (c) On each Distribution Date, based on the related Servicer’s Report, Trustee will make the following deposits and distributions for receipt from the Collection Account by the Servicer or deposit in the applicable accounta.m. ( , time), to the extent of the sum of Available AmountInterest and any Available Reserve Amount (and, in the case of shortfalls in the Class A Interest Distributable Amount occurring under clause (ii), the Class B Percentage of Available Principal to the extent of such shortfalls), in the following order priority: (i) to Servicer, any unpaid Servicing Fee for the related Collection Period and all unpaid Servicing Fees from prior Collection Periods; (ii) to the Class A Distribution Account, the Class A Interest Distributable Amount for such Distribution Date; and (iii) to the Class B Distribution Account, the Class B Interest Distributable Amount for such Distribution Date. On each Distribution Date, based on the related Servicer’s Report, Trustee will make the following deposits and distributions, to the extent of the portion of Available Principal, Available Interest and Available Reserve Amount remaining after the application of clauses (i), (ii) and (iii), in the following priority: (i) to the ServicerClass A Distribution Account, Nonrecoverable Advancesthe Class A Principal Distributable Amount for such Distribution Date; (ii) to the ServicerClass B Distribution Account, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods)Class B Principal Distributable Amount for such Distribution Date; (iii) on a pro rata basis, to the Indenture Trustee and the Owner TrusteeReserve Account, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administratoramounts remaining, until the Notes have been paid amount on deposit in full, the annual amount paid to Reserve Account equals the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurredSpecified Reserve Account Balance; (iv) [Reserved]to Servicer, the Additional Servicing for such Distribution Date; and (v) on a pro rata basis, to the Note Transferor, any amounts remaining. (d) On each Distribution AccountDate, all amounts on deposit in the Note Interest Distributable Amount to Class A Distribution Account will be distributed to the holders Class A Holders (determined as of the Notes at their respective Interest Rates; (virelated Record Date) by Trustee and all amounts on deposit in the Class B Distribution Account will be distributed to the Note Class B Holders (determined as of the related Record Date) by Trustee. Except as provided in Section 10.1, payments under this paragraph shall be made to the Holders by check mailed by Trustee to each Holder’s respective address of record (or, in 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 Trustee is required to wire funds to the Holders from the Class A Distribution Account or the Class B Distribution Account, as applicable, it shall request the Note Principal Distributable Amount; (vii) to bank maintaining the Certificate Class A Distribution Account or the Class B Distribution Account, as applicable, to make a wire transfer of the Certificate Interest Distributable Amount amount to be distributed to Certificateholders; (viii) after and the Notes have been paid in full, to bank maintaining the Certificate Class A Distribution Account or the Class B Distribution Account, as applicable, shall promptly deliver to Trustee a confirmation of such wire transfer. To the Certificate Principal Distributable Amount; extent that Trustee is required to make payments to Holders by check hereunder, it shall request the bank maintaining the Class A Distribution Account or the Class B Distribution Account, as applicable, to provide it with a supply of checks to make such payments. The bank shall, if a request is made by Trustee for a wire transfer by a.m. ( , time) on any Distribution Date, wire such funds in accordance with such instructions by a.m. ( , time) on such Distribution Date, and it will otherwise act in compliance with the provisions of this paragraph and the other provisions of this Agreement applicable to it as the bank maintaining the Class A Distribution Account or the Class B Distribution Account, as applicable. Servicer shall take all necessary action (ixincluding requiring an agreement to such effect) to ensure that any bank maintaining the Reserve FundClass A Distribution Account or the Class B Distribution Account, as applicable, agrees to comply, and complies, with the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee provisions of this paragraph and the Owner Trusteeother provisions of this Agreement applicable to it as the bank maintaining the Class A Distribution Account or the Class B Distribution Account, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zeroas applicable.

Distributions. Each Beneficial Interest Unit shall entitle the holder thereof to distribution of a like number of Common Shares from the Trust upon the terms and conditions provided herein, plus any dividends or distributions on the underlying shares of Common Stock made after the Effective Time. The Trustee shall distribute shares of Common Stock (aplus any dividends or distributions on the underlying Common Shares made after the Effective Time) On each Deposit Dateto a Beneficiary that has complied with Section 4.2 hereof as promptly as practicable following the date on which such Beneficiary has provided the Trustee with the certification required by Section 4.2 hereof. Upon receipt of the certification of a Beneficiary required by Section 4.2 hereof, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account notify [insert name of transfer agent] (or any successor transfer agent) and the Certificate Distribution Account Depositor of the name of such Beneficiary and the number of shares of Common Stock requested by such certifying Beneficiary and (ii) submit a transfer instruction, to make all [insert name of transfer agent] (or any such successor transfer agent), directing the transfer of the requested number of Common Shares held by the Trust to the certifying Beneficiary. Upon the distribution of Common Shares (plus any dividends or distributions on the related Payment Date. (cunderlying Common Shares made after the Effective Time) On each Payment Dateto a Beneficiary such Beneficiary’s Beneficial Interest Units shall be automatically terminated and such Beneficiary will cease to be a Beneficiary of the Trust thereupon. In the event that there are insufficient Common Shares or other assets held by the Trust to honor all requests for distribution made in compliance with this Agreement and received by the Trustee, the Servicer Trustee shall instruct notify the Indenture Trustee in writing (based on Depositor of such deficiency, and the information contained in the Servicer’s Certificate Depositor shall use its best efforts to cause to be issued or delivered on the related Determination Date pursuant to Section 3.10) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable account, to the extent Trust such number of the Available Amount, in the following order of priority: (i) to the Servicer, Nonrecoverable Advances; (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee shares and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity other assets as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (vi) to the Note Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zerosatisfy such deficiency.

Distributions. (a) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer following transfers and distribution distributions in immediately available fundsfunds in the amounts set forth in the Servicer's Certificate for such Payment Date: (i) from the Payahead Account (or request the Servicer to make in the case of Payments Ahead held by the Servicer pursuant to Section 4.02(b) or (c)) to the Collection Account, the aggregate Applied Payments Ahead; (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; and (iii) from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) 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 the related Determination Date pursuant to Section 3.10) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable account, to the extent of the Available Amount, in the following order of priority: (i) to the Servicer, Nonrecoverable Advances; (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred100,000.00; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (viv) to the Note Distribution Account, the Note Principal Distributable Amount; (viivi) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viiivii) after the Class A-1 and Class A-2 Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ixviii) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (xix) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xix) to the DepositorSeller, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (xix) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zero.

Distributions. (a) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer following transfers and distribution distributions in immediately available fundsfunds in the amounts set forth in the Servicer’s Certificate for such Payment Date: (i) from the Payahead Account (or directly from the Servicer in the case of Payments Ahead held by the Servicer pursuant to Section 4.02(b) or (c)) to the Collection Account, the aggregate Applied Payments Ahead; (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; and (iii) from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) 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 the related Determination Date pursuant to Section 3.10) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable account, to the extent of the Available Amount, in the following order of priority: (i) to the Servicer, Nonrecoverable Advances; (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee, the Delaware Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred100,000.00; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (viv) to the Note Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ixvi) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (xvii) on a pro rata basisto the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Class A-1 Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Indenture Trustee, the Delaware Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xix) to the DepositorSeller, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (xix) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zero.

Distributions. (a) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) 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 the related Determination Date pursuant to Section 3.10) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable account, to the extent of the Available Amount, in the following order of priority: (i) to the Servicer, Nonrecoverable Advances; (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved]. (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (vi) to the Note Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zero.

Distributions. (a) On each Deposit DateUnless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) On each Payment Date, the Servicer shall instruct the Indenture Relevant Trustee in writing (based on the information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.103.8) to shall make the following deposits and distributions for receipt by the Servicer or deposit in the applicable accountdistributions, to the extent of Available Funds and the Available Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (i) to the Servicerfirst, Nonrecoverable Advances; (iiA) to the Servicer, the Total Servicing Fee (including Fee, any unpaid Total Supplemental Servicing Fees and any Liquidation Reimbursements and all unpaid Servicing Fees, Supplemental Servicing Fees and Liquidation Reimbursements, if any, 18 Sale and Servicing Agreement (BLAST 2023-1) with respect to prior periods and (B) (i) to the Standby Servicer, any accrued and unpaid Standby Servicing Fees and reasonable expenses and indemnification amounts; 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 to the Standby Servicer pursuant to this clause first shall be limited to $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 one the Reserve Account may not be used to pay amounts due under clause (A) so long as BAC or more prior Collection Periods)an affiliate of BAC is the Servicer or under clause (B) so long as BAC or an affiliate of BAC is the Standby Servicer; (iiiii) on a pro rata basissecond, to the Indenture Trustee and the Owner TrusteeTrustee (including in its individual capacity) and the Grantor Trust Trustee (including in its individual capacity), any accrued and unpaid Trust Fees fees, reasonable expenses and Expensesindemnification amounts, in each case 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 such fees and expenses have not been previously paid by the ServicerBAC; provided, in its capacity as Administratorhowever, until the Notes have been paid in fullthat, the annual amount paid prior to the Trustees out occurrence of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has 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; (iii) 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 occurredsufficient 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; (iv) [Reserved]fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (v) on a pro rata basisfifth, to the Note Distribution AccountNoteholders of the Class B Notes, the Accrued Class B Note Interest Distributable Amount to be distributed to due and accrued for the holders of the Notes at their respective related Interest RatesPeriod; (vi) sixth, for distribution to the Note Distribution AccountNoteholders in accordance with Section 8.2(b) of the Indenture, the Note Principal Distributable Amount; Second Allocation of Principal, if any; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in fullseventh, to the Certificate Distribution AccountNoteholders of Class C Notes, the Certificate Principal Distributable AmountAccrued Class C Note Interest due and accrued for the related Interest Period; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zero.

Distributions. (a) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment DateAccount. (cb) On each Payment Distribution Date, the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s 's Certificate delivered on the related Payment Determination Date pursuant to Section 3.104.09) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable accountaccount by 1:00 p.m. (New York time), to the extent of the Available Total Distribution Amount, in the following order of priority: (i) only in the event NAL is not the Servicer, to the Servicer, Nonrecoverable Advancesthe Servicing Fee (and all unpaid Servicing Fees from prior Collection Periods); (ii) to the ServicerNote Distribution Account, from the Total Distribution Amount remaining after the application of clause (i), the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods)Noteholders' Interest Distributable Amount; (iii) on a pro rata basis, to the Indenture Trustee Certificate Distribution Account, from the Total Distribution Amount remaining after the application of clauses (i) and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full(ii), the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurredCertificateholders' Interest Distributable Amount; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, from the Note Interest Total Distribution Amount remaining after the application of clauses (i) through (iii), the Noteholders' Principal Distributable Amount to be distributed Amount; (v) to the holders Certificate Distribution Account, from the Total Distribution Amount remaining after the application of clauses (i) through (iv), the Notes at their respective Interest RatesCertificateholders' Principal Distributable Amount; (vi) to the Note Distribution Reserve Account, the Note Principal Distributable AmountTotal Distribution Amount remaining after application of clauses (i) through (v), as and to the extent provided in Section 5.06; (vii) to for so long as NAL is the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in fullServicer, to the Certificate Servicer, from the Total Distribution AccountAmount remaining after the application of clauses (i) through (vi), the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee Servicing Fee and the Owner Trustee, any accrued and all unpaid Trust Servicing Fees and Expenses remaining after application of the payments described in clause (iii) abovefrom prior Collection Periods; and (xiviii) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) aboveamount. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Certificate Balance has been is reduced to zero.

Distributions. (a) On each Deposit Distribution Date, the Indenture Trustee shall apply or cause to be made applied the sum of (or request the Servicer to make, as applicablew) the transfer Net Available Funds in the Certificate Account (after withdrawing amounts deposited in error and distribution in immediately available fundsLiquidation Proceeds relating to Purchased Receivables) for the prior Collection Period, from (x) the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Maintenance Withdrawal Amount, if any, for such Payment Date. (by) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Reserve Account and the Certificate Distribution Account Withdrawal Amount and (iiz) to make all distributions on the related amount of any Insured Payment Date. (c) 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 the related Determination Date pursuant to Section 3.10) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable account, to the extent of the Available Amount, in the following listed order of priority: (i) the Monthly Trustee's Fee, including any overdue Monthly Trustee's Fee, to the Servicer, Nonrecoverable AdvancesTrustee; (ii) the Premium Amount, including any overdue Premium Amount, to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods)Certificate Insurer; (iii) on a pro rata basisMonthly Interest, including any overdue Monthly Interest, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurredCertificateholders; (iv) [Reserved]Monthly Principal, including any overdue Monthly Principal, to the Certificateholders; (v) on a pro rata basisthe Reimbursement Amount, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest RatesCertificate Insurer; (vi) the Reserve Account Deposit Amount, to the Note Distribution Reserve Account, the Note Principal Distributable Amount;; and (vii) the remainder, to the Seller. If the Servicer exercises the purchase option on any Distribution Date pursuant to Section 11.2, the Optional Purchase Price shall be deposited into the Certificate Account on the Determination Date related to such Distribution Date. In making such distributions, the Trustee shall be entitled to rely upon (without investigation, confirmation or recalculation) all information and calculations contained in the Servicer's Certificate delivered to the Trustee pursuant to Section 4.9. (b) All monthly distributions to Certificateholders shall be made by wire transfer (if wiring instructions are received from the Certificateholders), or, in the absence of such instructions, by check mailed to each Certificateholder of record on the preceding Record Date at its address appearing on the Certificate Register, or by such other means as the Certificateholder and the Trustee shall agree. Payments to the Certificate Distribution AccountInsurer or the Seller shall be made by wire transfer based on instructions received by the Trustee from either of them. Notwithstanding the foregoing, the final payment on each Certificate Interest Distributable Amount to shall be distributed to Certificateholders;made only against the presentation and surrender of the Certificate at the office or agency then maintained by the Trustee. (viiic) after Each Certificateholder shall promptly notify the Notes have been paid Trustee and the Certificate Insurer in full, writing upon the receipt of a nonappealable court order of a court having competent jurisdiction seeking to recover payments to Certificateholders or the Trust as a voidable preference by a trustee in bankruptcy pursuant to the United States Bankruptcy Code and shall enclose a copy of such order with such notice to the Trustee and the Certificate Distribution AccountInsurer. (d) If the Servicer has failed to provide the Trustee with the notice required pursuant to Section 5.2, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amountTrustee may calculate Monthly Interest and apply funds, if any, necessary to reinstate the balance in the Reserve Fund up Certificate Account as of the last day of the prior Collection Period, plus any payments from the Certificate Insurer, to make a distribution of Monthly Interest to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zeroCertificateholders.

Distributions. (a) On Prior to each Deposit Distribution Date, the Indenture Trustee Bond Administrator shall cause determine all amounts required to be made (or request the Servicer deposited pursuant to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Datethis Section. (b) On each Determination Distribution Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) On each Payment Date, the Servicer shall instruct the Indenture Trustee in writing Bond Administrator (based in relevant part on the information contained provided by the Servicer in the Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 3.104.09) to make shall make, on behalf of the Indenture Trustee, the following deposits and distributions for receipt by the Servicer or from amounts on deposit in the applicable accountCollection Account, to the extent of the Available Total Distribution Amount for such Distribution Date, to make required payments and distributions on such date pursuant to clauses (i) through (xii) below, in the following order and priority: (i) the Initial Distributable Amount, in the following order of and priority: (i) to the Servicer, Nonrecoverable Advances; (iiA) to the Servicer, the Total amount of the Servicing Fee and Servicing Expense Reimbursement Amount for the related Collection Period (including and any accrued and unpaid Total Servicing Fees and Servicing Expense Reimbursement Amounts from one or more prior Collection Periods) and, if such Distribution Date is the Incentive Fee Payment Date, the Incentive Fee (if any); provided the aggregate of such payments shall not exceed the Servicing Fee Priority Payment Amount for such Distribution Date; and (B) the remainder, if any, of the Initial Distributable Amount, to the Certificate Distribution Account; (ii) concurrently, from the Total Distribution Amount remaining after the application of clause (i), (a) to the Indenture Trustee, the Indenture Trustee Fee for the related Collection Period (and any accrued and unpaid Indenture Trustee Fees from prior Collection Periods), (b) to the Owner Trustee, the Owner Trustee Fee for the related Collection Period (and any accrued and unpaid Owner Trustee Fees from prior Collection Periods) and (c) to the Bond Administrator, the Bond Administrator Fee for the Collection Period (and any accrued and unpaid Bond Administrator Fees from prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case Note Interest Distribution Account for payment to the extent such fees Class A Noteholders pursuant to 5.06(c)(i), from the Total Distribution Amount remaining after the application of clauses (i) and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full(ii), the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurredClass A Noteholders' Interest Distributable Amount; (iv) [Reserved]to the Principal Distribution Account, for distribution pursuant to Section 5.06(d), from the Total Distribution Amount remaining after the application of clauses (i) through (iii), the First Allocation of Principal, if any; (v) on a pro rata basis, to the Note Interest Distribution AccountAccount for payment to the Class B Noteholders pursuant to 5.06(c)(ii), from the Total Distribution Amount remaining after the application of clauses (i) through (iv), the Note Class B Noteholders' Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest RatesAmount; (vi) to the Note Principal Distribution Account, for distribution pursuant to Section 5.06(d), from the Note Total Distribution Amount remaining after the application of clauses (i) through (v), the Second Allocation of Principal, if any, reduced by any First Allocation of Principal Distributable Amountpaid pursuant to clause (iv) above; (vii) to the Certificate Note Interest Distribution AccountAccount for payment to the Class C Noteholders pursuant to 5.06(c)(iii), from the Total Distribution Amount remaining after the application of clauses (i) through (vi), the Certificate Class C Noteholders' Interest Distributable Amount to be distributed to CertificateholdersAmount; (viii) after the Notes have been paid in full, to the Certificate Principal Distribution Account, for distribution pursuant to Section 5.06(d), from the Certificate Total Distribution Amount remaining after the application of clauses (i) through (vii), the Third Allocation of Principal, if any, reduced by any First Allocation of Principal Distributable Amountpaid pursuant to clause (iv) above and any Second Allocation of Principal paid pursuant to clause (vi) above; (ix) to the Reserve FundNote Interest Distribution Account for payment to the Class D Noteholders pursuant to 5.06(c)(iv), from the Total Distribution Amount remaining after the application of clauses (i) through (viii), the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund BalanceClass D Noteholders' Interest Distributable Amount; (x) on a pro rata basis, to the Indenture Trustee and Principal Distribution Account, for distribution pursuant to Section 5.06(d), from the Owner TrusteeTotal Distribution Amount remaining after the application of clauses (i) through (ix), the Regular Principal Allocation, if any, reduced by any First Allocation of Principal paid pursuant to clause (iv) above, any accrued and unpaid Trust Fees and Expenses remaining after application Second Allocation of the payments described in Principal paid pursuant to clause (iiivi) above and any Third Allocation of Principal paid pursuant to clause (viii) above; and; (xi) to the Depositorapplicable party, any Available from the Total Distribution Amount remaining (after giving effect to the reduction in the Available Amount described in application of clauses (i) through (x), any accrued and unpaid fees, expenses and indemnification expenses owed to such party under any of the Basic Documents (including legal fees and expenses), to the extent not paid pursuant to clauses (i) abovethrough (x); and (xii) the remainder, if any, of the Total Distribution Amount, to the Certificate Distribution Account. Notwithstanding that the Notes have been paid in full, the Bond Administrator, on behalf of the Indenture Trustee Trustee, shall continue to maintain the Collection Account hereunder until all amounts distributable on the Pool Balance has Certificates have been distributed to the Certificateholders. (c) On each Distribution Date, the Bond Administrator (based in relevant part on the information provided to it by the Servicer in the Servicer's Certificate delivered on the related Determination Date pursuant to Section 4.09) shall withdraw, on behalf of the Indenture Trustee, the funds on deposit in the Note Interest Distribution Account with respect to the Collection Period preceding such Distribution Date and make, on behalf of the Indenture Trustee, payments on such date pursuant to clauses (i) through (iv) below, in the following order and priority: (i) to the Class A Noteholders, ratably, the Class A Noteholders' Interest Distributable Amount for such Distribution Date; (ii) to the Class B Noteholders, the Class B Noteholders' Interest Distributable Amount for such Distribution Date; (iii) to the Class C Noteholders, the Class C Noteholders' Interest Distributable Amount for such Distribution Date; and (iv) to the Class D Noteholders, the Class D Noteholders' Interest Distributable Amount for such Distribution Date; (d) On each Distribution Date, the Bond Administrator (based in relevant part on the information provided to it by the Servicer in the Servicer's Certificate delivered on the related Determination Date pursuant to Section 4.09) shall withdraw, on behalf of the Indenture Trustee, the funds on deposit in the Principal Distribution Account with respect to the Collection Period preceding such Distribution Date and make, on behalf of the Indenture Trustee, payments on such date pursuant to clauses (i) through (iv) below, in the following order and priority: (i) to the Class A Noteholders, in the following order and priority, the Class A Principal Distributable Amount for such Payment Date: (A) to the Class A-1 Noteholders on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (B) to the Class A-2 Noteholders on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (C) to the Class A-3 Noteholders on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and (D) to the Class A-4 Noteholders on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (ii) to the Class B Noteholders, the Class B Principal Distributable Amount for such Payment Date; (iii) to the Class C Noteholders, the Class C Principal Distributable Amount for such Payment Date; and (iv) to the Class D Noteholders, the Class D Principal Distributable Amount for such Payment Date. Notwithstanding the foregoing, subject to the provisions of Section 5.04(b) of the Indenture, (A) following the occurrence and during the continuation of an Event of Default specified in Section 5.01(i), 5.01(ii), 5.01(iv) or 5.01(v) of the Indenture which has resulted in an acceleration of the Notes (or following the occurrence of any such event after an Event of Default specified in Section 5.01(iii) of the Indenture has occurred and the Notes have been accelerated), the Bond Administrator shall transfer, on behalf of the Indenture Trustee, the funds on deposit in the Collection Account remaining after the application of clauses 5.06(b)(i) through (iii) above to the Principal Distribution Account to the extent necessary to reduce the principal amount of all the Class A Notes to zero, or, if the Class A Notes shall have been paid in full, to transfer the funds on deposit in the Collection Account remaining after the application of clauses 5.06(b)(i) through (v) above to the Principal Distribution Account to the extent necessary to reduce the principal amount of all the Class B Notes to zero, or, if the Class A Notes and Class B Notes shall have been paid in full, to transfer the funds on deposit in the Collection Account remaining after the application of clauses 5.06(b) (i) through (vii) above to the Principal Distribution Account to the extent necessary to reduce the principal amount of all the Class C Notes to zero, or, if the Class A Notes, Class B Notes and Class C Notes shall have been paid in full, to transfer the funds on deposit in the Collection Account remaining after the application of clauses 5.06(b)(i) through (ix) above to the Principal Distribution Account to the extent necessary to reduce the principal amount of all the Class D Notes to zero, and (B) following the occurrence and during the continuation of an Event of Default specified in Section 5.01(iii) of the Indenture, which has resulted in an acceleration of the Notes, the Bond Administrator shall transfer, on behalf of the Indenture Trustee, the funds on deposit in the Collection Account remaining after the application of clauses 5.06(b)(i) through (x) above to the Principal Distribution Account to the extent necessary to reduce the principal amount of all the Notes to zero.

Distributions. (a) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer following transfers and distribution distributions in immediately available fundsfunds in the amounts set forth in the Servicer's Certificate for such Payment Date: (i) from the Payahead Account (or directly from the Servicer in the case of Payments Ahead held by the Servicer pursuant to Section 4.02(b) or (c)) to the Collection Account, the aggregate Applied Payments Ahead; (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; and (iii) from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) On each Payment Date (or, with respect to payment of interest and principal to the Class A-1 Notes only, on the Special Payment Date), the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 3.10) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable account, to the extent of the Available Amount, in the following order of priority: (i) to the Servicer, Nonrecoverable Advances; (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred100,000.00; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (viv) to the Note Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ixvi) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (xvii) on a pro rata basisafter the Class A-1 Notes have been paid in full, to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Class A-1 Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xix) to the DepositorSeller, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (xix) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zero.

Distributions. (a) On each Deposit Payment Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution of the amounts set forth in the Servicer's Certificate for such Payment Date from the Collection Account to the Servicer, in immediately available funds, for repayment of Outstanding Advances pursuant to Section 4.4(a). (b) The Servicer shall on or before each Determination Date calculate the Available Collections, the Reserve Account Excess Amount, the Available Funds, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods, if any, the Accrued Class A Note Interest, the Accrued Class B Certificate Interest, the Priority Note Principal Payment, if any, and the Regular Principal Distribution Amount. In addition, the Servicer shall calculate on or before each Determination Date the difference, if any, between the Total Required Payment and the Available Funds and, pursuant to Section 4.5(b), the Indenture Trustee shall withdraw funds from the Yield Supplement Reserve Account to the Collection Account, in an amount equal to the Yield Supplement Withdrawal Amount, lesser of such difference (if any, for positive) or the balance of such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment DateReserve Account. (c) 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 3.10) 3.9), to make the following deposits withdrawals from the Collection Account and make deposits, distributions for receipt by the Servicer or deposit in the applicable accountand payments, to the extent of Available Funds for such Payment Date (plus funds, if any, deposited in the Available AmountCollection Account from the Reserve Account pursuant to Section 4.5(b)), in the following order of priority: (i) first, to the Servicer, Nonrecoverable Advancesthe Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (ii) second, to the ServicerNoteholders, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods)Accrued Class A Note Interest for such Payment Date; provided that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis; (iii) third, to the Noteholders, the Priority Note Principal Payment, if any, for such Payment Date to be distributed in the same priority as described under Section 4.6(d) of this Agreement; (iv) fourth, to the Certificate Distribution Account, the Accrued Class B Certificate Interest for such Payment Date; (v) fifth, to the Principal Distribution Account, the Regular Principal Distribution Amount (less any amounts distributed under clause (iii) above) for such Payment Date; (vi) sixth, if such Payment Date is a Final Scheduled Payment Date for any Class, to the Principal Distribution Account, the amount necessary to reduce the remaining principal amount of such Class to zero after giving effect to the amount, if any, to be applied on a pro rata basissuch Payment Date to such Class from funds deposited pursuant to clause (v) above; (vii) seventh, to the Reserve Account, the amount, if any, required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance for such Payment Date; (viii) eighth, to the Indenture Trustee and the Owner Trustee, any accrued all amounts due for fees, expenses and unpaid indemnification pursuant to Section 6.7 of the Indenture and Section 7.1 of the Trust Fees Agreement, respectively, and Expensesnot previously paid; and (ix) ninth, in each case to the extent Depositor, any remaining Available Funds for such fees and expenses have not been previously paid by Payment Date. Notwithstanding the Servicer, foregoing in its capacity as Administrator, until this Section 4.6(c), (A) if the Class A Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as accelerated after an Event of Default has specified in Section 5.1(iii) of the Indenture, then the Available Funds shall instead be applied in the following order of priority: (1) to the Indenture Trustee and the Owner Trustee, all amounts due for fees, expenses and indemnification under Section 6.7 of the Indenture, Section 7.1 of the Trust Agreement and Section 6.2 of this Agreement, respectively, and not occurredpreviously paid; (iv2) [Reserved]to the Servicer, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (v3) to the Noteholders, the Accrued Class A Note Interest for such Payment Date; provided that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis, ; (4) to the Noteholders, the Priority Note Principal Payment, if any, for such Payment Date to be distributed in the same manner as described under Section 4.6(d) of this Agreement; (5) to the Certificate Distribution Account, the Note Accrued Class B Certificate Interest Distributable Amount to be distributed for such Payment Date; (6) first, to the holders of the Class A-1 Notes at their respective Interest Ratesin reduction of principal until the principal amount of the Class A-1 Notes has been paid in full and then to the holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes on a pro rata basis in reduction of principal until the principal amount of such Class A Notes has been paid in full; (vi) to the Note Distribution Account, the Note Principal Distributable Amount; (vii7) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders;Balance of the Class B Certificates; and (viii8) to the Depositor, any remaining Available Funds for such Payment Date; and (B) after if the Class A Notes have been paid accelerated after an Event of Default specified in fullSection 5.1(i), to (ii), (iv) or (v) of the Certificate Distribution AccountIndenture, then the Certificate Principal Distributable Amount;Available Funds shall instead be applied in the following order of priority: (ix1) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued all amounts due for fees, expenses and unpaid Trust Fees and Expenses remaining after application indemnification under Section 6.7 of the payments described Indenture, Section 7.1 of the Trust Agreement and Section 6.2 of this Agreement, respectively, and not previously paid; (2) to the Servicer, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (3) to the Noteholders, the Accrued Class A Note Interest for such Payment Date; provided that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis; (4) first, to the holders of the Class A-1 Notes in clause reduction of principal until the principal amount of the Class A-1 Notes has been paid in full and then to the holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes on a pro rata basis in reduction of principal until the principal amount of such Class A Notes has been paid in full; (iii5) aboveto the Certificate Distribution Account, the sum of (x) the Accrued Class B Certificate Interest for such Payment Date and (y) the Certificate Balance of the Class B Certificates; and (xi6) to the Depositor, any remaining Available Amount remaining Funds for such Payment Date. (after giving effect to d) If the reduction Notes have not been accelerated because of an Event of Default, then on each Payment Date the Servicer shall instruct the Indenture Trustee (based on the information contained in the Available Amount described Servicer's Certificate delivered on or before the related Determination Date pursuant to Section 3.9), to withdraw the funds deposited in clauses the Principal Distribution Account on such Payment Date and make distributions and payments in the following order of priority: (i) through (x) above. Notwithstanding that first, to the holders of the Class A-1 Notes have on a pro rata basis in reduction of principal until the principal amount of the Class A-1 Notes has been paid in full; (ii) second, to the Indenture Trustee shall continue to maintain holders of the Collection Account hereunder Class A-2 Notes on a pro rata basis in reduction of principal until the Pool principal amount of the Class A-2 Notes has been paid in full; (iii) third, to the holders of the Class A-3 Notes on a pro rata basis in reduction of principal until the principal amount of the Class A-3 Notes has been paid in full; (iv) fourth, to the holders of the Class A-4 Notes on a pro rata basis in reduction of principal until the principal amount of the Class A-4 Notes has been paid in full; and (v) fifth, to the Certificate Distribution Account in reduction of the Certificate Balance of the Class B Certificates until the Certificate Balance of the Class B Certificates has been reduced to zero. Any funds remaining on deposit in the Principal Distribution Account shall be paid to the Indenture Trustee and the Owner Trustee to the extent, if any, of amounts due to them hereunder that are unpaid and then to the Depositor. If the Notes have been accelerated because of an Event of Default, then on each Payment Date the Servicer shall instruct the Indenture Trustee (based on the information contained in the Servicer's Certificate delivered on or before the related Determination Date pursuant to Section 3.9), to withdraw the funds deposited in the Principal Distribution Account on such Payment Date and pay them to the holders of the Class A-1 Notes until the principal amount of the Class A-1 Notes has been paid in full and then to the holders of the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes on a pro rata basis in reduction of principal until the principal amount of the Notes has been paid in full.

Distributions. (a) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer following transfers and distribution distributions in immediately available fundsfunds in the amounts set forth in the Servicer's Certificate for such Payment Date: (i) from the Payahead Account (or directly from the Servicer in the case of Payments Ahead held by the Servicer pursuant to Section 4.02(b) or (c)) to the Collection Account, the aggregate Applied Payments Ahead; (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; and (iii) from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) 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 the related Determination Date pursuant to Section 3.10) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable account, to the extent of the Available Amount, in the following order of priority: (i) to the Servicer, Nonrecoverable Advances; (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred100,000.00; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (viv) to the Note Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ixvi) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (xvii) on a pro rata basisto the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Class A-1 Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xix) to the DepositorSeller, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (xix) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zero.

Distributions. (a) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer following transfers and distribution distributions in immediately available fundsfunds in the amounts set forth in the Servicer's Certificate for such Payment Date: (i) from the Payahead Account (or request the Servicer to make in the case of Payments Ahead held by the Servicer pursuant to Section 4.02(b) or (c)) to the Collection Account, the aggregate Applied Payments Ahead; (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; and (iii) from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) 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 the related Determination Date pursuant to Section 3.10) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable account, to the extent of the Available Amount, in the following order of priority: (i) to the Servicer, Nonrecoverable Advances; (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee, the Delaware Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred100,000.00; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (viv) to the Note Distribution Account, the Note Principal Distributable Amount; (viivi) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viiivii) after the Class A-1 and Class A-2 Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ixviii) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (xix) on a pro rata basis, to the Indenture Trustee Trustee, the Delaware Trusteee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xix) to the DepositorSeller, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (xix) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zero.

Distributions. (a) On each Deposit Distribution Date, the Indenture Trustee shall cause to be made (or request Trustee, will first distribute the Servicer to make, as applicable) Prepayment Charges collected on the transfer Group I Mortgage Loans and distribution in immediately available funds, from on the Yield Supplement Account Group II Mortgage Loans during the prior Prepayment Period to the Collection Account, an amount equal to Holders of the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination DateClass CA Certificates. After making that distribution, the Servicer Trustee, shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) On each Payment Date, the Servicer shall instruct the Indenture Trustee in writing (based solely on the information contained in provided to the Servicer’s Certificate delivered on Trustee by the related Determination Date Servicer pursuant to Section 3.103.24 hereof) withdraw from the Distribution Account that portion of Available Funds for such Distribution Date consisting of the Interest Remittance Amount and the Principal Remittance Amount for such Distribution Date, and, subject to the special rules relating to Reallocations provided in Section 4.04(e) hereof, make the following deposits disbursements and distributions for receipt by the Servicer or deposit transfers in the applicable accountorder of priority described below, in each case to the extent of the Available Interest Remittance Amount and the Principal Remittance Amount remaining for such Distribution Date: (i) On each Distribution Date, the Trustee, will distribute, pro-rata from the Group I Interest Remittance Amount and the Group II Interest Remittance Amount, the Trustee Fee, the Back-up Servicing Fee and the Custodian Fee which are due on that Distribution Date to the Trustee and Custodian respectively. After making that distribution, 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: (A) first, on each Distribution Date on or prior to the Class I Termination Date, payable (i) from the Group I Interest Remittance Amount to the ServicerSupplemental Interest Trust as the Holder of the Class I Certificates, Nonrecoverable Advancesthe product of (x) the sum of (1) the Class I Monthly Interest Distributable Amount and (2) any unpaid Hedge Termination Payments that are not Defaulted Hedge Termination Payments, multiplied by (y) the Group I Class I Percentage, (ii) from the Group II Interest Remittance Amount, to the Supplemental Interest Trust as the Holder of the Class I Certificates, the product of (x) the sum of (1) the Class I Monthly Interest Distributable Amount and (2) any unpaid Hedge Termination Payments that are not Defaulted Hedge Termination Payments, multiplied by (y) the Group II Class I Percentage and (iii) if the amounts in (i) and (ii) above are insufficient to pay to the Supplemental Interest Trust as the Holder of the Class I Certificates the sum of (1) the Class I Monthly Interest Distributable Amount and (2) any unpaid Hedge Termination Payments that are not Defaulted Hedge Termination Payments, then such insufficiency shall be paid pro rata from the Group I Principal Remittance Amount and the Group II Principal Remittance Amount); (B) second, concurrently, with equal priority of payment: (I) payable solely from the Group I Interest Remittance Amount for that Distribution Date or, to the extent that the Group I Interest Remittance Amount is less than the related Monthly Interest Distributable Amount for the Class A-1A Certificates, also from the Group II Cross Collateralization Amount for that Distribution Date, to the Holders of the Class A-1A Certificates, the Monthly Interest Distributable Amount for the Class A-1A Certificates; (II) payable solely from the Group II Interest Remittance Amount for that Distribution Date or, to the extent that the Group II Interest Remittance Amount is less than the related aggregate Monthly Interest Distributable Amount for the Class A-2A1, Class A-2A2, Class A-2B, Class A-2C and Class A-2D Certificates, also from the Group I Cross Collateralization Amount for that Distribution Date, concurrently to the Holders of the Class A-2A1, Class A-2A2, Class A-2B, Class A-2C and Class A-2D Certificates, the related Monthly Interest Distributable Amount, pro-rata based on the amounts of interest each such Class is otherwise entitled to receive on such Distribution Date; (C) third, payable from the remaining Group I Interest Remittance Amount and the remaining Group II Interest Remittance Amount, to the Holders of the Class M-1 Certificates, the Monthly Interest Distributable Amount for the Class M-1 Certificates; (D) fourth, payable from the remaining Group I Interest Remittance Amount and the remaining Group II Interest Remittance Amount, to the Holders of the Class M-2 Certificates, the Monthly Interest Distributable Amount for the Class M-2 Certificates; (E) fifth, payable from the remaining Group I Interest Remittance Amount and the remaining Group II Interest Remittance Amount, to the Holders of the Class M-3 Certificates, the Monthly Interest Distributable Amount for the Class M-3 Certificates; (F) sixth, payable from the remaining Group I Interest Remittance Amount and the remaining Group II Interest Remittance Amount, to the Holders of the Class M-4 Certificates, the Monthly Interest Distributable Amount for the Class M-4 Certificates; (G) seventh, payable from the remaining Group I Interest Remittance Amount and the remaining Group II Interest Remittance Amount, to the Holders of the Class M-5 Certificates, the Monthly Interest Distributable Amount for the Class M-5 Certificates; (H) eighth, payable from the remaining Group I Interest Remittance Amount and the remaining Group II Interest Remittance Amount, to the Holders of the Class M-6 Certificates, the Monthly Interest Distributable Amount for the Class M-6 Certificates; (I) ninth, payable from the remaining Group I Interest Remittance Amount and the remaining Group II Interest Remittance Amount, to the Holders of the Class M-7 Certificates, the Monthly Interest Distributable Amount for the Class M-7 Certificates; (J) tenth, payable from the remaining Group I Interest Remittance Amount and the remaining Group II Interest Remittance Amount, to the Holders of the Class M-8 Certificates, the Monthly Interest Distributable Amount for the Class M-8 Certificates; (K) eleventh, payable from the remaining Group I Interest Remittance Amount and the remaining Group II Interest Remittance Amount, to the Holders of the Class M-9 Certificates, the Monthly Interest Distributable Amount for the Class M-9 Certificates; (L) twelfth, payable from the remaining Group I Interest Remittance Amount and the remaining Group II Interest Remittance Amount, to the Holders of the Class M-10 Certificates, the Monthly Interest Distributable Amount for the Class M-10 Certificates; (M) thirteenth, payable from the remaining Group I Interest Remittance Amount and the remaining Group II Interest Remittance Amount to the Holders of the Class M-11 Certificates, the Monthly Interest Distributable Amount for the Class M-11 Certificates; (N) fourteenth, payable from the remaining Group I Interest Remittance Amount and the remaining Group II Interest Remittance Amount, to the Supplemental Interest Trust, the Excess Cashflow relating to interest (net of any amounts distributed pursuant to Section 4.04(d)(i)), to be distributed pursuant to Sections 4.04 (d)(ii); and (O) fifteenth, payable from the remaining Group I Interest Remittance Amount and the remaining Group II Interest Remittance Amount, to the Holders of the Class R Certificates, any remainder. (ii) On each Distribution Date (a) prior to the Crossover Date or (b) on which a Trigger Event is in effect, the Trustee, shall (based solely on the information provided to the Trustee by the Servicer pursuant to Section 3.24 hereof) withdraw from the Distribution Account that portion of the Available Funds relating to principal plus the Extra Principal Distribution Amount (to be distributed pursuant to Section 4.04 (d)(i)) for such Distribution Date and (after making payments to the Supplemental Interest Trust as the Holder of the Class I Certificates in respect of any Class I Monthly Interest Distributable Amount remaining unpaid from the Interest Remittance Amount) make the following disbursements and transfers in the order of priority described below: (A) first, concurrently, with equal priority of payment: (I) payable solely from the Group I Principal Distribution Amount, to the Holders of the Class A-1A Certificates, the entire amount of the Group I Principal Distribution Amount, until the Certificate Principal Balance of the Class A-1A Certificates has been reduced to zero; and (II) payable solely from the Group II Principal Distribution Amount, to the Holders of the Group II Certificates (to be distributed among such Certificates pursuant to Section 4.01(d)), the entire amount of the Group II Principal Distribution Amount, until the aggregate Certificate Principal Balance of the Group II Certificates has been reduced to zero; (B) second, (I) if the Certificate Principal Balance of the Class A-1A Certificates has been reduced to zero, then to the Holders of the Group II Certificates (to be distributed among such Certificates pursuant to Section 4.01(d)), the amount of any remaining Group I Principal Distribution Amount, until the aggregate Certificate Principal Balance of the Group II Certificates has been reduced to zero; or (II) if the aggregate Certificate Principal Balance of the Group II Certificates has been reduced to zero, then to the Holders of the Class A-1A Certificates, the amount of any remaining Group II Principal Distribution Amount, until the Certificate Principal Balance of the Class A-1A Certificates has been reduced to zero; (C) third, payable from the remaining Group I Principal Distribution Amount and the remaining Group II Principal Distribution Amount, to the Holders of the Class M-1 Certificates, the entire remaining Principal Distribution Amount until the Certificate Principal Balance of the Class M-1 Certificates has been reduced to zero; (D) fourth, payable from the remaining Group I Principal Distribution Amount and the remaining Group II Principal Distribution Amount, to the Holders of the Class M-2 Certificates, the entire remaining Principal Distribution Amount until the Certificate Principal Balance of the Class M-2 Certificates has been reduced to zero; (E) fifth, payable from the remaining Group I Principal Distribution Amount and the remaining Group II Principal Distribution Amount, to the Holders of the Class M-3 Certificates, the entire remaining Principal Distribution Amount until the Certificate Principal Balance of the Class M-3 Certificates has been reduced to zero; (F) sixth, payable from the remaining Group I Principal Distribution Amount and the remaining Group II Principal Distribution Amount, to the Holders of the Class M-4 Certificates, the entire remaining Principal Distribution Amount until the Certificate Principal Balance of the Class M-4 Certificates has been reduced to zero; (G) seventh, payable from the remaining Group I Principal Distribution Amount and the remaining Group II Principal Distribution Amount, to the Holders of the Class M-5 Certificates, the entire remaining Principal Distribution Amount until the Certificate Principal Balance of the Class M-5 Certificates has been reduced to zero; (H) eighth, payable from the remaining Group I Principal Distribution Amount and the remaining Group II Principal Distribution Amount, to the Holders of the Class M-6 Certificates, the entire remaining Principal Distribution Amount until the Certificate Principal Balance of the Class M-6 Certificates has been reduced to zero; (I) ninth, payable from the remaining Group I Principal Distribution Amount and the remaining Group II Principal Distribution Amount, to the Holders of the Class M-7 Certificates, the entire remaining Principal Distribution Amount until the Certificate Principal Balance of the Class M-7 Certificates has been reduced to zero; (J) tenth, payable from the remaining Group I Principal Distribution Amount and the remaining Group II Principal Distribution Amount, to the Holders of the Class M-8 Certificates, the entire remaining Principal Distribution Amount until the Certificate Principal Balance of the Class M-8 Certificates has been reduced to zero; (K) eleventh, payable from the remaining Group I Principal Distribution Amount and the remaining Group II Principal Distribution Amount, to the Holders of the Class M-9 Certificates, the entire remaining Principal Distribution Amount until the Certificate Principal Balance of the Class M-9 Certificates has been reduced to zero; (L) twelfth, payable from the remaining Group I Principal Distribution Amount and the remaining Group II Principal Distribution Amount, to the Holders of the Class M-10 Certificates, the entire remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class M-10 Certificates has been reduced to zero; (M) thirteenth, payable from the remaining Group I Principal Distribution Amount and the remaining Group II Principal Distribution Amount, to the Holders of the Class M-11 Certificates, the entire remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class M-11 Certificates has been reduced to zero; (N) fourteenth, payable from the remaining Group I Principal Distribution Amount and the remaining Group II Principal Distribution Amount, to the Trustee and the Custodian, pro-rata, any amounts owed to them under the Basic Documents remaining unpaid; (O) fifteenth, payable from the remaining Group I Principal Distribution Amount and the remaining Group II Principal Distribution Amount, to the Servicer, the Total Servicing Fee amount of any reimbursement of indemnification owed to it by the Issuing Entity pursuant to Section 6.03 hereof; (including P) sixteenth, payable from the remaining Group I Principal Distribution Amount and the remaining Group II Principal Distribution Amount and any unpaid Total Servicing Fees remaining Available Funds relating to principal, to the Holders of the Class CA Certificates, for the benefit of the Supplemental Interest Trust, the entire remaining Principal Remittance Amount up to the extent of the Overcollateralization Amount; and (Q) seventeenth, payable from one or more prior Collection Periods);the Group I Principal Distribution Amount and the Group II Principal Distribution Amount, to the Holders of the Class R Certificates, for the benefit of the Supplemental Interest Trust, any remainder. (iii) On each Distribution Date (a) on or after the Crossover Date and (b) on which a pro rata basisTrigger Event is not in effect, the Trustee, shall (based solely on the information provided to the Trustee by the Servicer pursuant to Section 3.24 hereof) withdraw from the Distribution Account that portion of the Available Funds relating to principal plus the Extra Principal Distribution Amount (to be distributed pursuant to Section 4.04 (d)(i)) for such Distribution Date and (after making payments to the Supplemental Interest Trust as the Holder of the Class I Certificates in respect of any Class I Monthly Interest Distributable Amount remaining unpaid from the Interest Remittance Amount) make the following disbursements and transfers in the order of priority described below: (A) first, concurrently, with equal priority of payment: (I) payable solely from the Group I Principal Distribution Amount, to the Indenture Trustee and Holders of the Owner TrusteeClass A-1A Certificates, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as AdministratorGroup I Certificate Principal Distribution Amount, until the Notes have been paid in full, the annual amount paid to the Trustees out Certificate Principal Balance of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (vi) to the Note Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance Class A-1A Certificates has been reduced to zero.; and (II) payable solely from the Group II Principal Distribution Amount, to the Holders of the Group II Certificates (to be distributed among such Certificates pursuant to Section 4.01(d)), the Group II Certificate Principal Distribution Amount, until the aggregate Certificate Principal Balance of the Group II Certificates has been reduced to zero; (B) second, concurrently, with equal priority of payment: (I) if the Group I Principal Distribution Amount was insufficient to pay the Group I Certificate Principal Distribution Amount, then payable from the remaining Group II Principal Distribution Amount, to the Holders of the Class A-1A Certificates, the unpaid portion of the Group I Certificate Principal Distribution Amount based on the aggregate unpaid portion of the Class A Principal Distribution Amount; or (II) if the Group II Principal Distribution Amount was insufficient to pay the Group II Certificate Principal Distribution Amount, then payable from the remaining Group I Principal Distribution Amount, to the Holders of the Group II Certificates (to be distributed among such Certificates pursuant to Section 4.01(d)), the unpaid portion of the Group II Certificate Pri

Distributions. (a) On each Deposit DateThe Trustee shall establish and maintain a Certificate Account, in which the Indenture Trustee Master Servicer shall cause to be made (deposited on behalf of the Trustee on or request the Servicer to make, as applicable) the before 5:00 P.M. New York time on each Certificate Account Deposit Date by wire transfer and distribution in of immediately available funds, from the Yield Supplement Account to the Collection Account, funds an amount equal to the Yield Supplement Withdrawal sum of (i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be deposited in the Certificate Account pursuant to Sections 3.11, 3.13 or 3.23, (iii) all other amounts constituting the Available Distribution Amount for the immediately succeeding Distribution Date, (iv) an amount equal to the Certificate Insurer Premium payable on such Distribution Date and (iv) any amounts on deposit in the Custodial Account representing Prepayment Charges collected by the Master Servicer (and any Master Servicer Prepayment Charge Payment Amounts paid by, or collected on behalf of the Trust Fund by, the Master Servicer or any Sub-Servicer), other than any such Prepayment Charges or Master Servicer Prepayment Charge Payment Amounts relating to Principal Prepayments that occurred after the end of the related Prepayment Period. On each Distribution Date, prior to making any other distributions referred to in Section 4.01, the Trustee shall withdraw from the Certificate Account and pay itself any interest earned on the Certificate Account for such Distribution Date. On each Distribution Date, prior to making any other distributions referred to in Section 4.01 herein, the Trustee shall withdraw from the Certificate Account and pay to the Certificate Insurer, by wire transfer of immediately available funds to the Insurer Account, the Policy Premium for such Distribution Date. The Trustee shall deposit any amounts received from the Certificate Insurer pursuant to the Certificate Guaranty Insurance Policy into the Insurance Account. The amount necessary to pay any Insured Amount shall be distributed on the immediately following Distribution Date as part of the Available Distribution Amount. On each Distribution Date the Trustee shall distribute to each Certificateholder of record as of the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution) either in immediately available funds (by wire transfer or otherwise) to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder has so notified the Trustee at least 5 Business Days prior to the related Record Date, or otherwise by check mailed to such Certificateholder at the address of such Holder appearing in the Certificate Register, such Certificateholder's share (based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder) of the amounts required to be distributed to such Holder pursuant to this Section 4.01. On each Distribution Date, the Trustee shall withdraw from the Certificate Account that portion of Available Distribution Amount for such Distribution Date consisting of the Interest Remittance Amount and the Insured Amount, if any, for such Payment Distribution Date, and make the following disbursements and transfers in the order of priority described below, in each case to the extent of the Interest Remittance Amount remaining for such Class for such Distribution Date: (i) to the Holders of the Class A Certificates, pro rata, the related Monthly Interest Distributable Amount and any Unpaid Interest Shortfall Amount for each such Class for such Distribution Date (with the interest portion of any Insured Amount used to pay the related Monthly Interest Distributable Amount solely on the Class A-1W Certificates); and (ii) sequentially, to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class B Certificates, in that order, the related Monthly Interest Distributable Amount for each such Class for such Distribution Date. (b) On Except as provided in clause (d) below, on each Determination Date, the Servicer shall calculate Distribution Date (i) all amounts required prior to be deposited in the Note Distribution Account and the Certificate Distribution Account and Stepdown Date or (ii) on or after the Stepdown Date if a Trigger Event is in effect, the Trustee shall withdraw from the Certificate Account an amount equal to make all the Principal Distribution Amount and distribute to the Holders of the Offered Certificates, distributions in respect of principal to the extent of the Principal Distribution Amount remaining for such Distribution Date: (i) pro rata (based on (x) the aggregate Certificate Principal Balance of the Class A-1, Class A-1M and Class A-1W Certificates in the case of clause (A) below and (y) the aggregate Certificate Principal Balance of the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates in the case of clause (B) below): (A) to the Holders of the Class A-1, Class A-1M and Class A-1W Certificates, pro rata, based on the related Payment DateCertificate Principal Balances thereof, until the Certificate Principal Balance of each such Class is reduced to zero (with any Insured Amount used to pay principal solely on the Class A-1W Certificates); and (B) sequentially, to the Holders of the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, in that order, until the Certificate Principal Balance of each such Class is reduced to zero; and (ii) from the remaining Principal Distribution Amount, sequentially to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class B Certificates, until the Certificate Principal Balance of each such Class is reduced to zero. (c) On Except as provided in clause (d) below, on each Payment DateDistribution Date (i) on and after the Stepdown Date and (ii) on which Trigger Event is not in effect, the Servicer Trustee shall instruct withdraw from the Indenture Trustee Certificate Account an amount equal to the Principal Distribution Amount and distribute to the Holders of the Offered Certificates, distributions in writing (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable account, respect of principal to the extent of the Available Principal Distribution Amount remaining for such Distribution Date: (i) an amount equal to the Class A Principal Distribution Amount, pro rata (based on (x) the aggregate Certificate Principal Balance of the Class A-1, Class A-1M and Class A-1W Certificates in the case of clause (A) below and (y) the aggregate Certificate Principal Balance of the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates in the case of clause (B) below): (A) to the Holders of the Class A-1, Class A-1M and Class A-1W Certificates, pro rata, based on the Certificate Principal Balances thereof, until the Certificate Principal Balance of each such Class is reduced to zero (with any Insured Amount used to pay principal solely on the Class A-1W Certificates); and (B) sequentially, to the Holders of the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, in that order, until the Certificate Principal Balance of each such Class is reduced to zero; and (ii) sequentially, to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class B Certificates, in that order, the Subordinated Class Principal Distribution Amount for each such Class, until the Certificate Principal Balance of each such Class is reduced to zero. (d) Notwithstanding the foregoing, on any Distribution Date on which the aggregate Certificate Principal Balance of the Subordinate Certificates and the Overcollateralized Amount have been reduced to zero, the Principal Distribution Amount will be paid to the Class A Certificates on a pro rata basis, based on the Certificate Principal Balance thereof, until reduced to zero. (e) On each Distribution Date the Net Monthly Excess Cashflow shall be distributed in the following order of priority, in each case to the extent of the Net Monthly Excess Cashflow remaining for such Distribution Date: (i) to the Certificate Insurer, the aggregate of all payments, if any, made by the Certificate Insurer under the Certificate Guaranty Insurance Policy with respect to the Class A-1W Certificates, including interest thereon, to the extent not previously paid or reimbursed; (ii) to the Holders of the Class or Classes of Certificates then entitled to receive distributions in respect of principal, in an amount equal to any Extra Principal Distribution Amount, payable to such Holders as part of the Principal Distribution Amount as described under Sections 4.01(b), (c) and (d) above, as applicable; (iii) to the Holders of the Class A Certificates, pro rata, in an amount equal to any related Allocated Realized Loss Amount for each such Class; (iv) sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, C▇▇▇▇ ▇-▇, ▇▇▇▇s M-8 and Class B Certificates, in that order, in each case in an amount equal to the sum of the Unpaid Interest Shortfall Amount and the Allocated Realized Loss Amount (such amount to be applied first to cover Unpaid Interest Shortfall Amount for such Class and second to cover Allocated Realized Loss Amount for such Class) for each such Class; (v) from amounts otherwise payable to the Holders of the Class C Certificates, to the Net WAC Shortfall Reserve Fund, (I) in an amount equal to the related Net WAC Shortfall Amount for each Class of offered certificates which amount shall be distributed pursuant to Section 4.08(c) to the Holders of the Offered Certificates, on a pro rata basis, based on the Certificate Principal Balances thereof, to the extent needed to pay any remaining Net WAC Shortfall Amount for each such Class; provided that any Net Monthly Excess Cashflow remaining after such allocation to pay Net WAC Shortfall Amount based on the Certificate Principal Balances of these certificates will be distributed to each such Class of certificates with respect to which there remains any unpaid Net WAC Shortfall Amount (after the distribution based on Certificate Principal Balances), pro rata, based on the amount of such unpaid Net WAC Shortfall Amount, and then (II) in an amount sufficient to maintain a balance in the Net WAC Shortfall Reserve Fund equal to the Net WAC Shortfall Reserve Fund Deposit; (vi) to the Swap Administrator for payment to the Swap Provider any Swap Termination Payments owed to the Swap Provider due to a Swap Provider Trigger Event not previously paid (to the extent not paid by the Swap Administrator from any upfront payment received pursuant to any replacement interest rate swap agreement that may be entered into by the Supplemental Interest Trust Trustee); (vii) to the Holders of the Class C Certificates, the Monthly Interest Distributable Amount for such Class and the amount of any remaining Overcollateralization Release Amount for such Distribution Date; (viii) if such Distribution Date follows the Prepayment Period during which occurs the last date on which a Prepayment Charge may be required to be paid in respect of any Mortgage Loans, to the Holders of the Class P Certificates, in reduction of the Certificate Principal Balance thereof, until the Certificate Principal Balance thereof is reduced to zero; and (ix) any remaining amounts to the Holders of the Class R Certificates (in respect of the appropriate Residual Interest). (f) On each Distribution Date, all amounts representing Prepayment Charges in respect of the Mortgage Loans received during the related Prepayment Period and any Master Servicer Prepayment Charge Amounts paid by the Master Servicer during the related Prepayment Period will be withdrawn from the Certificate Account and distributed by the Trustee to the Holders of the Class P Certificates and shall not be available for distribution to the Holders of any other Class of Certificates. The payment of the foregoing amounts to the Holders of the Class P Certificates shall not reduce the Certificate Principal Balances thereof. (g) On or before each Distribution Date, Net Swap Payments payable by the Swap Provider pursuant to the Swap Agreement to the Swap Administrator, on behalf of the Supplemental Interest Trust Trustee, will be deposited by the Swap Administrator, acting on behalf of the Supplemental Interest Trust Trustee, into the Swap Account pursuant to the Swap Administration Agreement. The Swap Administrator shall, to the extent provided in the Swap Administration Agreement, remit amounts on deposit in the Swap Account to the Trustee for deposit into the Net WAC Shortfall Reserve Fund. On each Distribution Date, to the extent required, the Trustee shall withdraw such amounts from the Net WAC Shortfall Reserve Fund to distribute to the Certificates in the following order of priority: (i) concurrently to the ServicerHolders of the Class A Certificates, Nonrecoverable Advancespro rata, based on entitlement, an amount equal to any Unpaid Interest Shortfall Amount for such Class or Classes to the extent not covered by the Interest Remittance Amount on that Distribution Date and solely to the extent the Unpaid Interest Shortfall Amount is as a result of the interest portion of Realized Losses; (ii) sequentially, to the ServicerHolders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class B Certificates, in that order, in an amount equal to any Unpaid Interest Shortfall Amount for such Class or Classes to the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods)extent not covered by the Interest Remittance Amount on that Distribution Date and solely to the extent the Interest Carry Forward Amount is as a result of the interest portion of Realized Losses; (iii) to the Holders of the Offered Certificates, an amount equal to any Extra Principal Distribution Amount, to the extent not covered by the Net Monthly Excess Cashflow on that Distribution Date and solely to the extent the payment of the Extra Principal Distribution Amount is as a result of current or prior period Realized Losses, to be included in the Principal Distribution Amount for that Distribution Date and payable to such Holders as part of the Principal Distribution Amount as described under Sections 4.01(b), (c) and (d) above, as applicable; (iv) to the Net WAC Reserve Fund, to pay Net WAC Shortfall Amounts to the Holders of the Offered Certificates, on a pro rata basis, to based on the Indenture Trustee and the Owner Trusteeaggregate amount of Net WAC Shortfall Amounts for such Class(es) of Offered Certificates remaining unpaid, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid covered by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurredNet Monthly Excess Cashflow on that Distribution Date; (iv) [Reserved] (v) on a to the Holders of the Class A Certificates, pro rata basisrata, in an amount equal to any Allocated Realized Loss Amount for such Class or Classes, to the Note extent not covered by the Net Monthly Excess Cashflow on that Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates;Date; and (vi) sequentially to the Note Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class B Certificates, in that order, in an amount equal to any Allocated Realized Loss Amount for such Class or Classes, to the extent not covered by the Net Monthly Excess Cashflow on that Distribution Account, the Note Principal Distributable Amount;Date. (viih) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Distribution Account, the Certificate Interest Distributable Amount Owners that it represents and to each indirect participating brokerage firm (a "brokerage firm" or "indirect participating firm") for which it acts as agent. Each brokerage firm shall be distributed to Certificateholders; (viii) after the Notes have been paid in full, responsible for disbursing funds to the Certificate Distribution AccountOwners that it represents. None of the Trustee, the Certificate Principal Distributable Amount;Depositor or the Master Servicer shall have any responsibility therefor except as otherwise provided by this Agreement or applicable law. (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in full, the Indenture The Trustee shall continue invest or cause the institution maintaining the Certificate Account to maintain invest the Collection funds in the Certificate Account hereunder until in Permitted Investments designated in the Pool Balance has been reduced name of the Trustee for the benefit of the Certificateholders and the Certificate Insurer, which shall mature no later than the Distribution Date next following the date of such investment and shall not be sold or disposed of prior to zero.maturity. All income and gain realized from any such investment shall be for the benefit of the Trustee and shall be subject to its withdrawal or order from time to time. The amount of any losses incurred in respect of any such investments shall be deposited in th

Distributions. (a) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to determine the amounts to be deposited in remitted to the Note Distribution Account Class A Noteholders, the Class B Noteholders and the Certificate Distribution Account and (ii) to make all distributions on the related Payment DateCertificateholder. (cb) On the second Business Day prior to each Payment Distribution Date, the Servicer shall instruct the Indenture Trustee in writing (based on the information contained Trustee, which instruction shall be in the form of Exhibit B to Schedule E (or such other form that is acceptable to the Indenture Trustee and the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) ), to make the following deposits and distributions for receipt by the Servicer Servicer, the Noteholders, or for deposit in the applicable account, Trust Account or Certificate Distribution Account by 11:00 A.M. (New York time) on such following Distribution Date to the extent of the Available AmountTotal Distribution Amount on deposit in the Collection Account, in the following order of priority: (i) to the Servicer (if CFSC or an Affiliate is not the Servicer), Nonrecoverable Advancesthe Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (ii) to the ServicerAdministrator under the Administration Agreement, the Total Servicing Administration Fee (including any and all unpaid Total Servicing Administration Fees from one or more prior Collection Periods); (iii) on a to the Class A Noteholders pro rata basis, to based upon the Indenture Trustee and the Owner Trustee, any amount of interest accrued and unpaid Trust Fees and Expenses, in on each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in fullClass of Class A Notes, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurredClass A Noteholders' Interest Distributable Amount; (iv) [Reserved]to the Principal Distribution Account, the First Priority Principal Distribution Amount, if any; (v) on a pro rata basis, to the Note Distribution AccountClass B Noteholders, the Note Class B Noteholders' Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest RatesAmount; (vi) to the Note Principal Distribution Account, the Note Second Priority Principal Distributable Distribution Amount, if any; (vii) to the Reserve Account, an amount equal to the excess of the Specified Reserve Account Balance over the amount on deposit in the Reserve Account on such Distribution Date; (viii) if any Class of Notes is Outstanding prior to giving effect to distributions on such Distribution Date, to the Principal Distribution Account, the Regular Principal Distribution Amount; (viiix) to the Servicer (if CFSC or an affiliate is the Servicer), the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (x) to the Certificate Distribution Account, the Certificate Interest Distributable remaining Total Distribution Amount. (c) On the second Business Day prior to each Distribution Date, the Servicer shall instruct the Indenture Trustee, which instruction shall be in the form of Exhibit B to Schedule E (or such other form that is acceptable to the Indenture Trustee and the Servicer), to make the following distributions from the Principal Distribution Account by 11:00 A.M. (New York time) on such following Distribution Date in the following order of priority: (i) to the Class A-1 Noteholders in reduction of the Outstanding Principal Amount of the Class A-1 Notes until the Outstanding Principal Amount thereof has been reduced to be distributed to Certificateholderszero; (viiiii) after to the Class A-2 Noteholders in reduction of the Outstanding Principal Amount of the Class A-2 Notes have until the Outstanding Principal Amount thereof has been paid reduced to zero; (iii) to the Class A-3 Noteholders in full, reduction of the Outstanding 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 Outstanding Principal Amount of the Class B Notes until the Outstanding Principal Amount thereof has been reduced to zero; and (v) to the Certificate Distribution Account, any funds remaining on deposit in the Certificate Principal Distributable Amount;Distribution Account. (ixd) Notwithstanding anything in this Section 5.04 to the contrary, if an Event of Default under the Indenture occurs and the maturities of the Notes are accelerated pursuant to Section 5.02 of the Indenture, all amounts on deposit in the Collection Account shall be applied in accordance with Section 5.04(b) of the Indenture. (e) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to the Reserve FundClass B Noteholders, such tax shall reduce the amount, if any, necessary to reinstate the balance in the Reserve Fund up amount otherwise distributable to the Specified Reserve Fund Balance; Class B Noteholders in accordance with this Section. The Indenture Trustee is hereby authorized to retain from amounts otherwise distributable to the Class B Noteholders sufficient funds for the payment of any tax that is legally owed or required to be withheld by the Trust (x) on a pro rata basis, to but such authorization shall not prevent the Trust or the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the Owner Trusteeoutcome of such proceedings). The amount of any withholding tax imposed with respect to the Class B Noteholders shall be treated as cash distributed to the Class B Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described Indenture Trustee may in its sole discretion withhold such amounts in accordance with this clause (iii) above; and (xi) to e). In the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding event that the Notes have been paid in fullClass B Noteholders wish to apply for a refund of any such withholding tax, the Indenture Trustee shall continue reasonably cooperate with the Class B Noteholders in making such claim so long as the Class B Noteholders agrees to maintain reimburse the Collection Account hereunder until the Pool Balance has been reduced to zeroIndenture Trustee for any out-of-pocket expenses incurred.

Distributions. (a) On each Deposit DateThe Custodian shall make transfers of cash and monies out of an Account pursuant to Instructions in the form of Surplus Return Requests received from an Authorised Person of the Instructing Party. In making payments to service providers pursuant to Instructions, the Indenture Trustee shall cause to be made (or request Security Provider acknowledges that the Servicer to makeCustodian is acting as a paying agent, and not as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if anypayor, for such Payment Datetax information reporting and withholding purposes. (b) On Until a Secured Party Notice delivered by the Secured Party becomes effective, in accordance with Section 3.5, on each Determination Datedate on which the Custodian receives any Distributions, it will transfer such Distributions into the Servicer Distribution Account. The Standard Settlement Instructions shall calculate (i) all amounts required apply to be deposited in the Note transfer out of the Distribution Account and to the Certificate operation of the Distribution Account and maintained by the Custodian on behalf of the Security Provider if the Instructing Party has provided instructions (iiby delivering a Surplus Return Request) to make all distributions on effect the related Payment DateStandard Settlement Instructions. (c) On Following a Secured Party Notice becoming effective in accordance with Section 3.5, on each Payment Datedate thereafter on which the Custodian receives Distributions, the Servicer Custodian will transfer such Distributions into the Cash Accounts. For the avoidance of doubt, any Distributions paid or distributed on or prior to the date on which the Secured Party Notice becomes effective shall instruct be paid and/or transferred to or to the Indenture Trustee order of the Security Provider in writing accordance with the Standard Settlement Instructions if the Instructing Party has provided instructions (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10by delivering a Surplus Return Request) to make effect the Standard Settlement Instructions. (d) The Security Provider or, following deposits and distributions for receipt by a Secured Party Notice becoming effective in accordance with Section 3.5, Funding 2, agrees to reimburse the Servicer or deposit in the applicable accountCustodian immediately, to the extent of the Available Amountupon demand, in the following order respect of priority: (i) any payment or transfer of Distributions if subsequent to the Servicer, Nonrecoverable Advances; (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one such payment or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (vi) to the Note Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding transfer it transpires that the Notes have Security Provider (or the Secured Party) was not entitled to such payment or transfer, and a claim had been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zeromade for reimbursement or restitution of such Distribution.

Distributions. (a) On each Deposit Payment Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution of the amounts set forth in the Servicer's Certificate for such Payment Date from the Collection Account to the Servicer, in immediately available funds, for repayment of Outstanding Advances pursuant to Section 4.4(a). (b) The Servicer shall on or before each Determination Date calculate the Available Collections, the Reserve Account Excess Amount, the Available Funds, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods, if any, the Accrued Class A Note Interest, the Accrued Class B Certificate Interest, the Priority Note Principal Payment, if any, and the Regular Principal Distribution Amount. In addition, the Servicer shall calculate on or before each Determination Date the difference, if any, between the Total Required Payment and the Available Funds and, pursuant to Section 4.5(b), the Indenture Trustee shall withdraw funds from the Yield Supplement Reserve Account to the Collection Account, in an amount equal to the Yield Supplement Withdrawal Amount, lesser of such difference (if any, for positive) or the balance of such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment DateReserve Account. (c) 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 3.10) 3.9), to make the following deposits withdrawals from the Collection Account and make deposits, distributions for receipt by the Servicer or deposit in the applicable accountand payments, to the extent of Available Funds for such Payment Date (plus funds, if any, deposited in the Available AmountCollection Account from the Reserve Account pursuant to Section 4.5(b)), in the following order of priority: (i) first, to the Servicer, Nonrecoverable Advancesthe Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (ii) second, to the ServicerNoteholders, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods)Accrued Class A Note Interest for such Payment Date; provided that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis; (iii) third, to the Noteholders, the Priority Note Principal Payment, if any, for such Payment Date to be distributed in the same priority as described under Section 4.6(d) of this Agreement; (iv) fourth, to the Certificate Distribution Account, the Accrued Class B Certificate Interest for such Payment Date; (v) fifth, to the Principal Distribution Account, the Regular Principal Distribution Amount (less any amounts distributed under clause (iii) above) for such Payment Date; (vi) sixth, if such Payment Date is a Final Scheduled Payment Date for any Class, to the Principal Distribution Account, the amount necessary to reduce the remaining principal amount of such Class to zero after giving effect to the amount, if any, to be applied on a pro rata basissuch Payment Date to such Class from funds deposited pursuant to clauses (iii) and (v) above; (vii) seventh, to the Reserve Account, the amount, if any, required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance for such Payment Date; (viii) eighth, to the Indenture Trustee and the Owner Trustee, any accrued all amounts due for fees, expenses and unpaid indemnification pursuant to Section 6.7 of the Indenture and Section 7.1 of the Trust Fees Agreement, respectively, and Expensesnot previously paid; and (ix) ninth, in each case to the extent Depositor, any remaining Available Funds for such fees and expenses have not been previously paid by Payment Date. Notwithstanding the Servicer, foregoing in its capacity as Administrator, until this Section 4.6(c), (A) if the Class A Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as accelerated after an Event of Default has specified in Section 5.1(iii) of the Indenture, then the Available Funds shall instead be applied in the following order of priority: (1) to the Indenture Trustee and the Owner Trustee, all amounts due for fees, expenses and indemnification under Section 6.7 of the Indenture, Section 7.1 of the Trust Agreement and Section 6.2 of this Agreement, respectively, and not occurredpreviously paid; (iv2) [Reserved]to the Servicer, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (v3) to the Noteholders, the Accrued Class A Note Interest for such Payment Date; provided that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis, ; (4) to the Noteholders, the Priority Note Principal Payment, if any, for such Payment Date to be distributed in the same manner as described under Section 4.6(d) of this Agreement; (5) to the Certificate Distribution Account, the Note Accrued Class B Certificate Interest Distributable Amount to be distributed for such Payment Date; (6) first, to the holders of the Class A-1 Notes at their respective Interest Ratesin reduction of principal until the principal amount of the Class A-1 Notes has been paid in full and then to the holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes on a pro rata basis in reduction of principal until the principal amount of such Class A Notes has been paid in full; (vi) to the Note Distribution Account, the Note Principal Distributable Amount; (vii7) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders;Balance of the Class B Certificates; and (viii8) to the Depositor, any remaining Available Funds for such Payment Date; and (B) after if the Class A Notes have been paid accelerated after an Event of Default specified in fullSection 5.1(i), to (ii), (iv) or (v) of the Certificate Distribution AccountIndenture, then the Certificate Principal Distributable Amount;Available Funds shall instead be applied in the following order of priority: (ix1) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued all amounts due for fees, expenses and unpaid Trust Fees and Expenses remaining after application indemnification under Section 6.7 of the payments described Indenture, Section 7.1 of the Trust Agreement and Section 6.2 of this Agreement, respectively, and not previously paid; (2) to the Servicer, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (3) to the Noteholders, the Accrued Class A Note Interest for such Payment Date; provided that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis; (4) first, to the holders of the Class A-1 Notes in clause reduction of principal until the principal amount of the Class A-1 Notes has been paid in full and then to the holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes on a pro rata basis in reduction of principal until the principal amount of such Class A Notes has been paid in full; (iii5) aboveto the Certificate Distribution Account, the sum of (x) the Accrued Class B Certificate Interest for such Payment Date and (y) the Certificate Balance of the Class B Certificates; and (xi6) to the Depositor, any remaining Available Amount remaining Funds for such Payment Date. (after giving effect to d) If the reduction Notes have not been accelerated because of an Event of Default, then on each Payment Date the Servicer shall instruct the Indenture Trustee (based on the information contained in the Available Amount described Servicer's Certificate delivered on or before the related Determination Date pursuant to Section 3.9), to withdraw the funds deposited in clauses the Principal Distribution Account on such Payment Date and make distributions and payments in the following order of priority: (i) through (x) above. Notwithstanding that first, to the holders of the Class A-1 Notes have on a pro rata basis in reduction of principal until the principal amount of the Class A-1 Notes has been paid in full; (ii) second, to the Indenture Trustee shall continue to maintain holders of the Collection Account hereunder Class A-2 Notes on a pro rata basis in reduction of principal until the Pool principal amount of the Class A-2 Notes has been paid in full; (iii) third, to the holders of the Class A-3 Notes on a pro rata basis in reduction of principal until the principal amount of the Class A-3 Notes has been paid in full; (iv) fourth, to the holders of the Class A-4 Notes on a pro rata basis in reduction of principal until the principal amount of the Class A-4 Notes has been paid in full; and (v) fifth, to the Certificate Distribution Account in reduction of the Certificate Balance of the Class B Certificates until the Certificate Balance of the Class B Certificates has been reduced to zero. Any funds remaining on deposit in the Principal Distribution Account shall be paid to the Indenture Trustee and the Owner Trustee to the extent, if any, of amounts due to them hereunder that are unpaid and then to the Depositor. Notes, Class A-3 Notes and Class A-4 Notes on a pro rata basis in reduction of principal until the principal amount of the Notes has been paid in full.

Distributions. (a) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) 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 the related Determination Date pursuant to Section 3.10) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable account, to the extent of the Available Amount, in the following order of priority: (i) to the Servicer, Nonrecoverable Advances; (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, Trustee any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (vi) to the Note Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zero.

Distributions. (ai) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in distributed to the Note Distribution Account Noteholders and the Certificate Distribution Certificateholders and all amounts to be allocated within the Deposit Account and (ii) to make all distributions on as described below. For purposes of this Section, the Servicing Fee for the related Payment Date and any previously unpaid Servicing Fees shall be deducted from the Total Distribution Amount at any time on or prior to the Payment Date. If the Total Distribution Amount during a Collection Period has reached a level which covers the payments due pursuant to clauses (A), (B) and (C) of Section 5.05(a)(ii), then for the remainder of the Collection Period the Servicer may net the amounts, if any, distributable pursuant to clauses (D) and (E) of Section 5.05(a)(ii) out of the Total Distribution Amount before depositing the Total Distribution Amount into the Deposit Account and pay such amounts directly to the related recipient. (cii) 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 the related Payment Determination Date pursuant to Section 3.104.09) to make the following deposits allocations and distributions for receipt by the Servicer or deposit in the applicable account11:00 A.M. (New York time), to the extent of the Available AmountTotal Distribution Amount (net of the Servicing Fee for such Payment Date and any previously unpaid Servicing Fees and any Cash Release Amount deducted pursuant to Section 5.05(a)(i)), in the following order of priority: (iA) allocate to the ServicerNoteholders for distribution pursuant to Section 8.02 of the Indenture, Nonrecoverable Advancesfrom such net Total Distribution Amount, an amount equal to the accrued and unpaid interest due on the Notes on such Payment Date; (iiB) allocate to the ServicerReserve Account, from such net Total Distribution Amount remaining after the application of clause (A), the amount required, if any, such that the amount therein is the Specified Reserve Amount; (C) allocate to the Noteholders for distribution as principal pursuant to Section 8.02 of the Indenture, from such net Total Servicing Fee Distribution Amount remaining after the application of clauses (including any unpaid Total Servicing Fees from one A) and (B), the remaining amount until the Outstanding Amount of the Notes is reduced to zero; provided, however, that on each Payment Date on and after the First Release Payment Date, the amount distributed pursuant to this clause (C) will be reduced by the Cash Release Amount (either because the Cash Release Amount is deducted pursuant to Section 5.05(a)(i) or more prior Collection Periodsdistributed pursuant to Section 5.05(a)(ii)(D)); (iiiD) on a pro rata basisif the conditions set forth in Section 5.05(b) are satisfied, distribute to the Indenture Trustee and Holders of the Owner TrusteeCertificates, any accrued and unpaid Trust Fees and Expensesfrom such net Total Distribution Amount remaining after the application of clauses (A) through (C), in each case the Cash Release Amount for such Payment Date to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid already deducted pursuant to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (vi) to the Note Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) aboveSection 5.05(a)(i); and (xiE) distribute to the DepositorHolders of the Certificates, any Available such net Total Distribution Amount remaining (after giving effect to the reduction in the Available Amount described in application of clauses (iA) through (x) aboveD). Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Deposit Account hereunder until the Pool Balance has been reduced Certificates are retired. (b) The distribution of a Cash Release Amount pursuant to zeroSection 5.05(a)(ii)(D) on a Payment Date shall be subject to the satisfaction of all of the following conditions: (i) no such distribution or release shall be made until the First Release Payment Date; and (ii) the amount allocated to the Reserve Account is equal to the Specified Reserve Amount.

Distributions. (a) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) A. On each Determination Date, the Servicer Administrator shall calculate (i) all amounts required to determine the amounts to be deposited in the Note Distribution Collection Account from the Reserve Account and the Certificate Distribution Account and (ii) amounts to make all distributions be distributed therefrom on the related Distribution Date. On the 5th Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall calculate all amounts required to determine the amounts to be deposited in the Collection Account from the Reserve Account and the amounts to be distributed therefrom on the related Monthly Servicing Payment Date. (c) On each Payment Date, the Servicer B. The Administrator shall instruct the Indenture Trustee in writing no later than the second business day preceding each Monthly Servicing Payment Date that is not a Distribution Date (based on the information contained in the Servicer’s Administrator's Certificate delivered on and the related Determination Date Servicer's Report delivered pursuant to Section 3.103.1 (A) and (B)) to distribute to the Servicer, by 1:00 p.m. (New York time) on such Monthly Servicing Payment Date, from and to the extent of the Available Funds on deposit in the Collection Account the Primary Servicing Fee due with respect to the preceding calendar month, and the Indenture Trustee shall comply with such instructions. C. The Administrator shall instruct the Indenture Trustee in writing no later than the second business day preceding each Distribution Date (based on the information contained in the Administrator's Certificate and the related Servicer's Report delivered pursuant to Section 3.1 (A) and (C)) to make the following deposits and distributions for receipt to the Persons or to the account specified below by the Servicer or deposit in the applicable account1:00 p.m. (New York time) on such Distribution Date, to the extent of the amount of Available AmountFunds in the Collection Account, in the following order of priority, and the Indenture Trustee shall comply with such instructions: (i) to the Servicer, Nonrecoverable Advances; (ii) 1. to the Servicer, the Total Primary Servicing Fee (including any due on such Distribution Date; 2. to the Administrator, from the amount of Available Funds remaining after the application of clause 1, the Administration Fee due on such Distribution Date and all unpaid Total Servicing Administration Fees from one or more prior Collection Periods); (iii) on a pro rata basis, 3. to the Indenture Trustee Noteholders, from the amount of Available Funds remaining after the application of clauses 1 and 2, the Owner TrusteeNoteholders' Interest Distribution Amount, ratably, without preference or priority of any accrued and unpaid Trust Fees and Expenseskind, in each case according to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until amounts payable on the Notes have been paid in full, the annual amount paid to the Trustees out respect of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved] (v) on a pro rata basis, to the Note Noteholders' Interest Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (vi) to the Note Distribution Account, the Note Principal Distributable Amount; (vii) 4. to the Certificate Distribution AccountEligible Lender Trustee on behalf of the Certificateholders, from the amount of Available Funds remaining after the application of clauses 1 through 3, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after ' Return Distribution Amount, for distribution by the Notes have been paid in full, Eligible Lender Trustee pursuant to the Certificate Trust Agreement, ratably, without preference or priority of any kind, according to the amounts payable in respect of Certificateholders' Return Distribution Account, the Certificate Principal Distributable Amount; (ix) 5. to the Reserve FundClass A-1 Noteholders, from the amount of Available Funds remaining after the application of clauses 1 through 4, the amountNoteholders' Principal Distribution Amount, if anyratably, necessary to reinstate the balance in the Reserve Fund up without preference or priority of any kind, according to the Specified Reserve Fund Balanceamounts payable on the Class A-1 Notes for principal; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zero.

Distributions. (a) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to determine the amounts to be deposited in the Note Distribution Account and Account, the Certificate Distribution Account and (ii) to make all distributions on the related Payment DateSpread Account. (cb) 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 the related Determination Date pursuant to Section 3.104.8) to make from the Collection Account the following deposits and distributions for receipt by the Servicer or deposit in the applicable accountTrust Account or Certificate Distribution Account, as applicable, by 10:00 a.m. (New York time), to the extent of the Available Total Distribution Amount, in the following order of priority: (i) to the ServicerAdministrator, Nonrecoverable Advancesthe Administration Fee and all unpaid Administration Fees from prior Collection Periods; (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (vi) to the Note Distribution Account, the Class Interest Amount for each Class of Class A Notes; (iii) to the Note Distribution Account, the Class Interest Amount for the Class B Notes; (iv) to the Note Distribution Account, the Class Principal Distributable Amount for each Class of Class A Notes; (v) to the Note Distribution Account, the Class B Noteholders' Monthly Principal Distributable Amount; (vi) to the Spread Account to the extent necessary so that the balance on deposit therein will equal the Specified Spread Account Balance; (vii) to the Certificate Distribution Account, the Certificate Certificateholders' Interest Distributable Amount to be distributed to CertificateholdersAmount; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Certificateholders' Principal Distributable Amount; (ix) to the Reserve FundServicer, the amountServicing Fee and all unpaid Servicing Fees from prior Collection Periods; provided that if Credit or an Affiliate of Credit is not the Servicer, if any, necessary the amounts described in this clause (ix) will be paid prior to reinstate the balance any other application of funds on deposit in the Reserve Fund up to the Specified Reserve Fund Balance;Collection Account; and (x) on a pro rata basisto the Seller, the remaining Total Distribution Amount; (c) On the A-1 Note Final Scheduled Maturity Date, the Servicer shall instruct the Indenture Trustee to deposit from the Collection Account into the Note Distribution Account by 10:00 a.m. (New York time), to the Indenture Trustee and extent of available funds on such day, an amount equal to the Owner Trustee, any sum of (i) the aggregate accrued and unpaid Trust Fees and Expenses remaining after application interest on the Class A-1 Notes as of the A-1 Note Final Scheduled Maturity Date, and (ii) the amount necessary to reduce the outstanding principal amount of the Class A-1 Notes to zero. It is understood and agreed that, with respect to the amounts to be distributed pursuant to this Section 5.5(c), the Servicer shall, to the extent necessary (i) deposit into the Collection Account any amounts received as payments described by or on behalf of any Obligor (and not previously deposited into the Collection Account) on or prior to the A-1 Note Final Scheduled Maturity Date, (ii) make each calculation that would otherwise be made on a Determination Date (with appropriate adjustments) in clause accordance with Section 4.8 on the Business Day immediately proceeding the A-1 Note Final Scheduled Maturity Date, (iii) above; and (xi) on the Payment Date immediately succeeding the A-1 Note Final Scheduled Maturity Date, make any adjustments to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in fullPrincipal Distribution Amount, the Indenture Trustee shall continue Class Interest Amount and any other amount to maintain be paid on such Payment Date, and (iv) make any other calculation, adjustment or correction that may be required as result of any payment made on the Collection Account hereunder until the Pool Balance has been reduced to zeroA-1 Note Final Scheduled Maturity Date.

Distributions. (a) On each Deposit Distribution Date, the Indenture Trustee shall cause to be made (transferred from the Payahead Account, or request from the Servicer in the event the provisions of Section 5.1(d)(ii) are applicable, (i) to makethe Collection Account, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account aggregate previous Payaheads to be applied to Scheduled Payments on Actuarial Receivables for the related Collection Period or prepayments for the related Collection Period, pursuant to Sections 5.3 and 5.7, in the amounts set forth in the Servicer's Certificate for such Distribution Date and (ii) to the Depositor, in immediately available funds, the investment earnings, net of losses on the Payaheads for the related Collection AccountPeriod. A single, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Datenet transfer may be made. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to determine the amounts to be deposited in from the Reserve Account into the Collection Account and from the Collection Account into the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment DateAccount. (c) On or before each Payment Distribution Date, the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 3.104.9) to make withdraw from the Reserve Account and deposit in the Collection Account and the Trustee shall so withdraw and deposit the Reserve Account Transfer Amount for such Distribution Date. (d) The Servicer shall instruct the Trustee (based on the information contained in the Servicer's Certificate delivered on the related Determination Date pursuant to Section 4.9) to make, and the Trustee shall make, a distribution from the Collection Account to the Servicer by 11:00 a.m. (New York time), amounts in respect of Outstanding Advances to the extent that the Servicer is entitled to reimbursement in respect thereof in accordance with Section 5.7. Subject to the last paragraph of this Section 5.5(d), no later than each Distribution Date, the Servicer shall instruct the Trustee (based on the information contained in the Servicer's Certificate delivered on the related Determination Date pursuant to Section 4.9) to make, and the Trustee shall make, the following deposits and distributions from the Collection Account for receipt by the Servicer or deposit in the applicable accountAccount by 10:00 a.m. (New York time), to the extent of the Available Total Distribution Amount, in the following order of priority: (i) to the Servicer, Nonrecoverable Advancesfrom the Total Distribution Amount, the Total Servicing Fee; (ii) to the ServicerNote Distribution Account, from the Total Distribution Amount remaining after the application of clause (i), the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods)Class A Noteholders' Interest Distributable Amount; (iii) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (vi) to the Note Distribution Account, from the Total Distribution Amount remaining after the application of clause (i) and (ii), the Class B Noteholders' Interest Distributable Amount; (iv) to the Note Distribution Account, from the Total Distribution Amount remaining after the application of clauses (i) through (iii), the Class A Noteholders' Principal Distributable Amount; (viiv) to the Certificate Note Distribution Account, from the Certificate Interest Distributable Total Distribution Amount to be distributed to Certificateholders; (viii) remaining after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (xiv), the Class B Noteholders' Principal Distributable Amount; and (vi) to the Trustee for deposit in the Reserve Account, from the Total Distribution Amount, the amounts remaining after the application of clauses (i) through (v) above. Notwithstanding ; provided, however, that following the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or an acceleration of the Notes have been paid pursuant to Section 5.2 of the Indenture, amounts on deposit in full, the Indenture Trustee shall continue to maintain the Collection Account, and, in the case of an acceleration, amounts in the Reserve Account, will be deposited in the Note Distribution Account hereunder and applied to the Class A Notes to the extent necessary to pay accrued and unpaid interest on the Class A Notes and then, to the extent funds are available therefore, principal on the Class A Notes until the Pool Balance principal balance of the Class A Notes has been reduced to zero, before any amounts are deposited in the Note Distribution Account for application to the Class B Notes. Following the payment in full of the Class A Notes, amounts on deposit in the Collection Account will be deposited in the Note Distribution Account to the extent necessary to pay accrued and unpaid interest on the Class B and then, to the extent funds are available therefore, principal on the Class B Notes until the principal balance thereof has been reduced to zero. In the event that the Collection Account is maintained with an institution other than the Trustee, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to this Section 5.5(d) on the related Transfer Date.

Distributions. (a) On each Deposit Distribution Date, the Indenture Trustee shall apply or cause to be made applied the sum of (or request the Servicer to make, as applicablew) the transfer Net Available Funds in the Certificate Account (after withdrawing amounts deposited in error and distribution in immediately available fundsLiquidation Proceeds relating to Purchased Receivables) for the prior Collection Period, from (x) the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Maintenance Withdrawal Amount, if any, for such Payment Date. (by) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Reserve Account and the Certificate Distribution Account Withdrawal Amount and (iiz) to make all distributions on the related amount of any Insured Payment Date. (c) 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 the related Determination Date pursuant to Section 3.10) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable account, to the extent of the Available Amount, in the following listed order of priority: (i) the Monthly Trustee's Fee, including any overdue Monthly Trustee's Fee, to the Servicer, Nonrecoverable AdvancesTrustee; (ii) the Premium Amount, including any overdue Premium Amount, to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods)Certificate Insurer; (iii) on a pro rata basisMonthly Interest, including any overdue Monthly Interest, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurredCertificateholders; (iv) [Reserved]Monthly Principal, including any overdue Monthly Principal, to the Certificateholders; (v) on a pro rata basisthe Reimbursement Amount, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest RatesCertificate Insurer; (vi) the Reserve Account Deposit Amount, to the Note Distribution Reserve Account, the Note Principal Distributable Amount;; and (vii) the remainder, to the Seller. If the Seller exercises the purchase option on any Distribution Date pursuant to Section 11.2, the Optional Purchase Price shall be deposited into the Certificate Account on the Determination Date related to such Distribution Date. In making such distributions, the Trustee shall be entitled to rely upon (without investigation, confirmation or recalculation) all information and calculations contained in the Servicer's Certificate delivered to the Trustee pursuant to Section 4.9. (b) All monthly distributions to Certificateholders shall be made by wire transfer (if wiring instructions are received from the Certificateholders), or, in the absence of such instructions, by check mailed to each Certificateholder of record on the preceding Record Date at its address appearing on the Certificate Register, or by such other means as the Certificateholder and the Trustee shall agree. Payments to the Certificate Distribution AccountInsurer or the Seller shall be made by wire transfer based on instructions received by the Trustee from either of them. Notwithstanding the foregoing, the final payment on each Certificate Interest Distributable Amount to shall be distributed to Certificateholders;made only against the presentation and surrender of the Certificate at the office or agency then maintained by the Trustee. (viiic) after Each Certificateholder shall promptly notify the Notes have been paid Trustee and the Certificate Insurer in full, writing upon the receipt of a nonappealable court order of a court having competent jurisdiction seeking to recover payments to Certificateholders or the Trust as a voidable preference by a trustee in bankruptcy pursuant to the United States Bankruptcy Code and shall enclose a copy of such order with such notice to the Trustee and the Certificate Distribution AccountInsurer. (d) If the Servicer has failed to provide the Trustee with the notice required pursuant to Section 5.2, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amountTrustee may calculate Monthly Interest and apply funds, if any, necessary to reinstate the balance in the Reserve Fund up Certificate Account as of the last day of the prior Collection Period, plus any payments from the Certificate Insurer, to make a distribution of Monthly Interest to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zeroCertificateholders.

Distributions. (a) On each Deposit Distribution Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, Available Distribution Amount for such Payment Date. (b) On each Determination Date, the Servicer Distribution Date shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) 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 the related Determination Date pursuant to Section 3.10) to make the following deposits and distributions for receipt withdrawn by the Servicer or deposit in the applicable account, Trustee to the extent of funds on deposit in the Available AmountDistribution Account and distributed as directed in accordance with the Remittance Report for such Distribution Date, in the following order of priority: FIRST, to pay the Insurer Premium to the Certificate Insurer and interest on the Certificates in the following order of priority: (i) 1. to the ServicerCertificate Insurer, Nonrecoverable Advancesthe Insurer Premium; (ii) 2. FIRST, to the Servicerextent of the Interest Remittance Amount remaining after payment of the Insurer Premium, to the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) holders of the Senior Certificates on a pro rata basis, based on the entitlement of each such Class, the Senior Interest Distribution Amount for each such Class and for such Distribution Date, then, SECOND, to the Indenture Trustee extent of the remaining Available Distribution Amount, to the holders of the Senior Certificates, the Senior Interest Distribution Amount not previously distributed in FIRST above, to each such Class and the Owner Trustee, any accrued and unpaid Trust Fees and Expensesfor such Distribution Date, in each case to the extent such fees and expenses have not been previously paid by the Servicercase, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved] (v) on a pro rata basis, based on the entitlement of each such Class; 3. to the Note extent of the Interest Remittance Amount remaining after payment of the Insurer Premium and distribution of the Senior Interest Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Senior Certificates, to the holders of the Class M-1 Certificates, the Interest RatesDistribution Amount for such Class for such Distribution Date; (vi) 4. to the Note extent of the Interest Remittance Amount remaining after payment of the Insurer Premium, distribution of the Senior Interest Distribution AccountAmount to the holders of the Senior Certificates and the Interest Distribution Amount to holders of the Class M-1 Certificates, to the holders of the Class M-2 Certificates, the Note Principal Distributable Amount;Interest Distribution Amount for such Class for such Distribution Date; and (vii) 5. to the Certificate extent of the Interest Remittance Amount remaining after payment of the Insurer Premium, distribution of the Senior Interest Distribution AccountAmount to the holders of the Senior Certificates, the Certificate Interest Distributable Distribution Amount to the holders of the Class M-1 Certificates and the Interest Distribution Amount to the holders of the Class M-2 Certificates, to the holders of the Class M-3 Certificates, the Interest Distribution Amount for such Class for such Distribution Date. SECOND, to pay principal on the Certificates (other than the Class A-IO Certificates), to the extent of the Principal Distribution Amount for each Distribution Date, in the following amount and order of priority: 1. The Senior Principal Distribution Amount for such Distribution Date will be distributed to Certificateholders; the Senior Certificates (viiiother than the Class A-IO Certificates) after the Notes have been paid in fullas follows: FIRST, to the Certificate Class A-6 Certificates, in an amount up to the Class A-6 Lockout Principal Distribution AccountAmount for such Distribution Date, until the Certificate Principal Distributable Amount; (ix) Balance thereof has been reduced to zero; and SECOND, any remaining Senior Principal Distribution Amount after the distribution described in clause first above, sequentially: o to the Reserve FundClass A-1 Certificates, until the amount, if any, necessary Certificate Principal Balance thereof has been reduced to reinstate the balance in the Reserve Fund up zero; o to the Specified Reserve Fund Balance; (x) Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; o to the Class A-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; o to the Class A-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; o to the Class A-5A Certificates and the Class A-5B Certificates, concurrently on a pro rata basis, based on the Certificate Principal Balance of each such Class, until the Certificate Principal Balance of each such Class has been reduced to zero; and o to the Indenture Trustee and Class A-6 Certificates, until the Owner TrusteeCertificate Principal Balance thereof has been reduced to zero. provided, however, on any accrued and unpaid Trust Fees and Expenses Distribution Date after the Certificate Principal Balances of the Mezzanine Certificates have been reduced to zero, distributions of principal to the Class A Certificates will be allocated among such Class A Certificates concurrently on a pro rata basis, based on the Certificate Principal Balances thereof. 2. To the extent of any Principal Distribution Amount remaining after application distribution of the payments described in clause (iii) above; and (xi) Senior Principal Distribution Amount to the Depositorholders of the Senior Certificates (other than the Class A-IO Certificates) on such Distribution Date, any Available Amount remaining (after giving effect to the reduction Class M-1 Certificates, in an amount equal to the Available Class M-1 Principal Distribution Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in fullfor such Distribution Date, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Certificate Principal Balance thereof has been reduced to zero. 3. To the extent of any Principal Distribution Amount remaining after distribution of the Senior Principal Distribution Amount to the holders of the Senior Certificates (other than the Class A-IO Certificates) on such Distribution Date and the distribution of the Class M-1 Principal Distribution Amount to the holders of the Class M-1 Certificates on such Distribution Date, to the Class M-2 Certificates, in an amount equal to the Class M-2 Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof has been reduced to zero. 4. To the extent of any Principal Distribution Amount remaining after distribution of the Senior Principal Distribution Amount to the holders of the Senior Certificates (other than the Class A-IO Certificates) on such Distribution Date, the distribution of the Class M-1 Principal Distribution Amount to the Class M-1 Certificates on such Distribution Date and the distribution of the Class M-2 Principal Distribution Amount to the holders of the Class M-2 Certificates on such Distribution Date, to the Class M-3 Certificates in an amount equal to the Class M-3 Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof has been reduced to zero. THIRD, after the payment of interest and principal to the Certificates as described in clauses FIRST and SECOND above, any Net Monthly Excess Cashflow for such Distribution Date will be distributed as follows:

Distributions. (a) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer following transfers and distribution distributions in immediately available fundsfunds in the amounts set forth in the Servicer's Certificate for such Payment Date: (i) from the Payahead Account (or directly from the Servicer in the case of Payments Ahead held by the Servicer pursuant to Section 4.02(b) or (c)) to the Collection Account, the aggregate Applied Payments Ahead; (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; and (iii) from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) 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 the related Determination Date pursuant to Section 3.10) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable account, to the extent of the Available Amount, in the following order of priority: (i) to the Servicer, Nonrecoverable Advances; (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred100,000.00; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (viv) to the Note Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ixvi) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (xvii) on a pro rata basisafter the Class A-1 Notes have been paid in full, to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Class A-1 Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xix) to the DepositorSeller, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (xix) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zero.

Distributions. (a) On each Deposit Distribution Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicablePaying Agent on behalf of the Trustee) shall allocate and distribute the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Available Distribution Amount, if any, for such Payment Datedate to the interests issued in respect of REMIC I, REMIC II and REMIC III as specified in this Section. (b1) On each Determination Distribution Date, the Servicer REMIC I Distribution Amount shall calculate (i) all amounts required be distributed by REMIC I to be deposited REMIC II on account of the REMIC I Regular Interests in the Note amounts and with the priorities set forth in the definition thereof. (2) On each Distribution Account Date, the REMIC II Distribution Amount shall be distributed by REMIC II to REMIC III on account of the REMIC II Regular Interests in the amounts and with the priorities set forth in the definition thereof. (3) On each Distribution Date, the REMIC III Distribution Amount shall be deemed to have been distributed by REMIC III to the Certificateholders on account of the REMIC III Regular Interests represented thereby in the amounts and with the priorities set forth in the definition thereof. (4) On each Distribution Date, the amount, if any, deemed received by the Class SB Certificate in respect of the REMIC III Regular Interest IO and under the SB-AB Swap Agreement shall be deemed to have been paid on behalf of the Class SB Certificate by the Trustee pursuant to Section 4.10 in respect of the Net Swap Payment owed to the Swap Counterparty. On each Distribution Account Date, the amount, if any, received by the Trustee from the Swap Counterparty in respect of the Swap Agreement shall be deemed to have been received by the Trustee on behalf of the Class SB Certificate. On each Distribution Date, amounts paid to the Class A and (iiClass M Certificates pursuant to Section 4.02(c)(vii) in respect of Basis Risk Shortfall shall be deemed to make all distributions on have been paid by the related Payment DateClass SB Certificateholder pursuant to the SB-AM Swap Agreement. (c) On each Payment Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution) either in immediately available funds (by wire transfer or otherwise) to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder has so notified the Master Servicer or the Paying Agent, as the case may be, or, if such Certificateholder has not so notified the Master Servicer or the Paying Agent by the Record Date, by check mailed to such Certificateholder at the Servicer address of such Holder appearing in the Certificate Register such Certificateholder's share (which share with respect to each Class of Certificates, shall instruct the Indenture Trustee in writing (be based on the information contained in aggregate of the Servicer’s Certificate delivered on Percentage Interests represented by Certificates of the related Determination Date pursuant to Section 3.10) to make applicable Class held by such Holder of the following deposits and distributions for receipt by the Servicer or deposit in the applicable account, to the extent of the Available Amountamounts), in the following order of priority:, in each case to the extent of the Available Distribution Amount on deposit in the Certificate Account and the Swap Account pursuant to Section 4.10(c) (or, with respect to clause (xi)(B) below, to the extent of prepayment charges on deposit in the Certificate Account): (i) to the ServicerClass A Certificateholders, Nonrecoverable Advancesthe Accrued Certificate Interest payable on the Class A Certificates with respect to such Distribution Date, plus any related amounts accrued pursuant to this clause (i) but remaining unpaid from any prior Distribution Date, being paid from and in reduction of the Available Distribution Amount for such Distribution Date; (ii) to the ServicerClass M Certificateholders and the Class B Certificateholders, from the Total Servicing Fee amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, Accrued Certificate Interest payable on the Class M Certificates and Class B Certificates with respect to such Distribution Date, plus any related amounts accrued pursuant to this clause (including ii) but remaining unpaid from any unpaid Total Servicing Fees prior Distribution Date, sequentially, to the Class M-1 Certificateholders, Class M-2 Certificateholders, Class M-3 Certificateholders, Class M-4 Certificateholders, Class M-5 Certificateholders, Class M-6 Certificateholders, Class M-7 Certificateholders, Class M-8 Certificateholders, Class M-9 Certificateholders and Class B Certificateholders, in that order, being paid from one or more prior Collection Periods)and in reduction of the Available Distribution Amount for such Distribution Date; (iii) on a pro rata basis[reserved]; (iv) the Principal Distribution Amount shall be distributed as follows, to be applied to reduce the Indenture Trustee and Certificate Principal Balance of the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, applicable Certificates in each case to the extent such fees of the remaining Principal Distribution Amount: (A) first, the Class A Principal Distribution Amount shall be distributed sequentially to the Class A-1 Certificateholders, Class A-2 Certificateholders, Class A-3 Certificateholders and expenses have not been previously paid by the ServicerClass A-4 Certificateholders, in its capacity as Administratorthat order, in each case until the Certificate Principal Balance thereof is reduced to zero; (B) second, to the Class M-1 Certificateholders, the Class M-1 Principal Distribution Amount, until the Notes have been paid in full, the annual amount paid to the Trustees out Certificate Principal Balance of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default Class M-1 Certificates has not occurredbeen reduced to zero; (ivC) [Reserved]third, to the Class M-2 Certificateholders, the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance of the Class M-2 Certificates has been reduced to zero; (D) fourth, to the Class M-3 Certificateholders, the Class M-3 Principal Distribution Amount, until the Certificate Principal Balance of the Class M-3 Certificates has been reduced to zero; (E) fifth, to the Class M-4 Certificateholders, the Class M-4 Principal Distribution Amount, until the Certificate Principal Balance of the Class M-4 Certificates has been reduced to zero; (F) sixth, to the Class M-5 Certificateholders, the Class M-5 Principal Distribution Amount, until the Certificate Principal Balance of the Class M-5 Certificates has been reduced to zero; (G) seventh, to the Class M-6 Certificateholders, the Class M-6 Principal Distribution Amount, until the Certificate Principal Balance of the Class M-6 Certificates has been reduced to zero; (H) eighth, to the Class M-7 Certificateholders, the Class M-7 Principal Distribution Amount, until the Certificate Principal Balance of the Class M-7 Certificates has been reduced to zero; (I) ninth, to the Class M-8 Certificateholders, the Class M-8 Principal Distribution Amount, until the Certificate Principal Balance of the Class M-8 Certificates has been reduced to zero; (J) tenth, to the Class M-9 Certificateholders, the Class M-9 Principal Distribution Amount, until the Certificate Principal Balance of the Class M-9 Certificates has been reduced to zero; and (K) eleventh, to the Class B Certificateholders, the Class B Principal Distribution Amount, until the Certificate Principal Balance of the Class B Certificates has been reduced to zero; (v) to the Class A Certificateholders, Class M Certificateholders and Class B Certificateholders, the amount of any Prepayment Interest Shortfalls allocated thereto for such Distribution Date, on a pro rata basis, basis based on Prepayment Interest Shortfalls allocated thereto to the Note extent not offset by Eligible Master Servicing Compensation on such Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; Date; (vi) to the Note Distribution AccountClass A Certificateholders, Class M Certificateholders and Class B Certificateholders, the Note Principal Distributable Amount; (vii) to amount of any Prepayment Interest Shortfalls previously allocated thereto remaining unpaid from prior Distribution Dates together with interest thereon at the Certificate Distribution Accountrelated Pass-Through Rate, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and basis based on unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zero.Prepayment Interest Shortfalls previously allocated thereto;

Distributions. (a) On each Deposit DateThe Trustee shall establish and maintain a Certificate Account, in which the Indenture Trustee Master Servicer shall cause to be made (deposited on behalf of the Trustee on or request the Servicer to make, as applicable) the before 5:00 P.M. New York time on each Certificate Account Deposit Date by wire transfer and distribution in of immediately available funds, from the Yield Supplement Account to the Collection Account, funds an amount equal to the Yield Supplement Withdrawal sum of (i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be deposited in the Certificate Account pursuant to Sections 3.11, 3.13 or 3.23, (iii) all other amounts constituting the Available Distribution Amount for the immediately succeeding Distribution Date, (iv) an amount equal to the Certificate Insurer Premium payable on such Distribution Date and (iv) any amounts on deposit in the Custodial Account representing Prepayment Charges collected by the Master Servicer (and any Master Servicer Prepayment Charge Payment Amounts paid by, or collected on behalf of the Trust Fund by, the Master Servicer or any Sub-Servicer), other than any such Prepayment Charges or Master Servicer Prepayment Charge Payment Amounts relating to Principal Prepayments that occurred after the end of the related Prepayment Period. On each Distribution Date, prior to making any other distributions referred to in Section 4.01, the Trustee shall withdraw from the Certificate Account and pay itself any interest earned on the Certificate Account for such Distribution Date. On each Distribution Date, prior to making any other distributions referred to in Section 4.01 herein, the Trustee shall withdraw from the Certificate Account and pay to the Certificate Insurer, by wire transfer of immediately available funds to the Insurer Account, the Policy Premium for such Distribution Date. The Trustee shall deposit any amounts received from the Certificate Insurer pursuant to the Certificate Guaranty Insurance Policy into the Insurance Account. The amount necessary to pay any Insured Amount shall be distributed on the immediately following Distribution Date as part of the Available Distribution Amount. On each Distribution Date the Trustee shall distribute to each Certificateholder of record as of the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution) either in immediately available funds (by wire transfer or otherwise) to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder has so notified the Trustee at least 5 Business Days prior to the related Record Date, or otherwise by check mailed to such Certificateholder at the address of such Holder appearing in the Certificate Register, such Certificateholder’s share (based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder) of the amounts required to be distributed to such Holder pursuant to this Section 4.01. On each Distribution Date, the Trustee shall withdraw from the Certificate Account that portion of Available Distribution Amount for such Distribution Date consisting of the Interest Remittance Amount and the Insured Amount, if any, for such Payment Distribution Date, and make the following disbursements and transfers in the order of priority described below, in each case to the extent of the Interest Remittance Amount remaining for such Class for such Distribution Date: (i) to the Holders of the Class A Certificates, pro rata, the related Monthly Interest Distributable Amount and any Unpaid Interest Shortfall Amount for each such Class for such Distribution Date (with the interest portion of any Insured Amount used to pay the related Monthly Interest Distributable Amount solely on the Class A-1W Certificates); and (ii) sequentially, to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class B Certificates, in that order, the related Monthly Interest Distributable Amount for each such Class for such Distribution Date. (b) On Except as provided in clause (d) below, on each Determination Date, the Servicer shall calculate Distribution Date (i) all amounts required prior to be deposited in the Note Distribution Account and the Certificate Distribution Account and Stepdown Date or (ii) on or after the Stepdown Date if a Trigger Event is in effect, the Trustee shall withdraw from the Certificate Account an amount equal to make all the Principal Distribution Amount and distribute to the Holders of the Offered Certificates, distributions in respect of principal to the extent of the Principal Distribution Amount remaining for such Distribution Date: (i) pro rata (based on (x) the aggregate Certificate Principal Balance of the Class A-1, Class A-1M and Class A-1W Certificates in the case of clause (A) below and (y) the aggregate Certificate Principal Balance of the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates in the case of clause (B) below): (A) to the Holders of the Class A-1, Class A-1M and Class A-1W Certificates, pro rata, based on the related Payment DateCertificate Principal Balances thereof, until the Certificate Principal Balance of each such Class is reduced to zero (with any Insured Amount used to pay principal solely on the Class A-1W Certificates); and (B) sequentially, to the Holders of the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, in that order, until the Certificate Principal Balance of each such Class is reduced to zero; and (ii) from the remaining Principal Distribution Amount, sequentially to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class B Certificates, until the Certificate Principal Balance of each such Class is reduced to zero. (c) On Except as provided in clause (d) below, on each Payment DateDistribution Date (i) on and after the Stepdown Date and (ii) on which Trigger Event is not in effect, the Servicer Trustee shall instruct withdraw from the Indenture Trustee Certificate Account an amount equal to the Principal Distribution Amount and distribute to the Holders of the Offered Certificates, distributions in writing (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable account, respect of principal to the extent of the Available Principal Distribution Amount remaining for such Distribution Date: (i) an amount equal to the Class A Principal Distribution Amount, pro rata (based on (x) the aggregate Certificate Principal Balance of the Class A-1, Class A-1M and Class A-1W Certificates in the case of clause (A) below and (y) the aggregate Certificate Principal Balance of the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates in the case of clause (B) below): (A) to the Holders of the Class A-1, Class A-1M and Class A-1W Certificates, pro rata, based on the Certificate Principal Balances thereof, until the Certificate Principal Balance of each such Class is reduced to zero (with any Insured Amount used to pay principal solely on the Class A-1W Certificates); and (B) sequentially, to the Holders of the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, in that order, until the Certificate Principal Balance of each such Class is reduced to zero; and (ii) sequentially, to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class B Certificates, in that order, the Subordinated Class Principal Distribution Amount for each such Class, until the Certificate Principal Balance of each such Class is reduced to zero. (d) Notwithstanding the foregoing, on any Distribution Date on which the aggregate Certificate Principal Balance of the Subordinate Certificates and the Overcollateralized Amount have been reduced to zero, the Principal Distribution Amount will be paid to the Class A Certificates on a pro rata basis, based on the Certificate Principal Balance thereof, until reduced to zero. (e) On each Distribution Date the Net Monthly Excess Cashflow shall be distributed in the following order of priority, in each case to the extent of the Net Monthly Excess Cashflow remaining for such Distribution Date: (i) to the Certificate Insurer, the aggregate of all payments, if any, made by the Certificate Insurer under the Certificate Guaranty Insurance Policy with respect to the Class A-1W Certificates, including interest thereon, to the extent not previously paid or reimbursed; (ii) to the Holders of the Class or Classes of Certificates then entitled to receive distributions in respect of principal, in an amount equal to any Extra Principal Distribution Amount, payable to such Holders as part of the Principal Distribution Amount as described under Sections 4.01(b), (c) and (d) above, as applicable; (iii) to the Holders of the Class A Certificates, pro rata, in an amount equal to any related Allocated Realized Loss Amount for each such Class; (iv) sequentially, to the Class M-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class B Certificates, in that order, in each case in an amount equal to the sum of the Unpaid Interest Shortfall Amount and the Allocated Realized Loss Amount (such amount to be applied first to cover Unpaid Interest Shortfall Amount for such Class and second to cover Allocated Realized Loss Amount for such Class) for each such Class; (v) from amounts otherwise payable to the Holders of the Class C Certificates, to the Net WAC Shortfall Reserve Fund, (I) in an amount equal to the related Net WAC Shortfall Amount for each Class of offered certificates which amount shall be distributed pursuant to Section 4.08(c) to the Holders of the Offered Certificates, on a pro rata basis, based on the Certificate Principal Balances thereof, to the extent needed to pay any remaining Net WAC Shortfall Amount for each such Class; provided that any Net Monthly Excess Cashflow remaining after such allocation to pay Net WAC Shortfall Amount based on the Certificate Principal Balances of these certificates will be distributed to each such Class of certificates with respect to which there remains any unpaid Net WAC Shortfall Amount (after the distribution based on Certificate Principal Balances), pro rata, based on the amount of such unpaid Net WAC Shortfall Amount, and then (II) in an amount sufficient to maintain a balance in the Net WAC Shortfall Reserve Fund equal to the Net WAC Shortfall Reserve Fund Deposit; (vi) to the Swap Administrator for payment to the Swap Provider any Swap Termination Payments owed to the Swap Provider due to a Swap Provider Trigger Event not previously paid (to the extent not paid by the Swap Administrator from any upfront payment received pursuant to any replacement interest rate swap agreement that may be entered into by the Supplemental Interest Trust Trustee); (vii) to the Holders of the Class C Certificates, the Monthly Interest Distributable Amount for such Class and the amount of any remaining Overcollateralization Release Amount for such Distribution Date; (viii) if such Distribution Date follows the Prepayment Period during which occurs the last date on which a Prepayment Charge may be required to be paid in respect of any Mortgage Loans, to the Holders of the Class P Certificates, in reduction of the Certificate Principal Balance thereof, until the Certificate Principal Balance thereof is reduced to zero; and (ix) any remaining amounts to the Holders of the Class R Certificates (in respect of the appropriate Residual Interest). (f) On each Distribution Date, all amounts representing Prepayment Charges in respect of the Mortgage Loans received during the related Prepayment Period and any Master Servicer Prepayment Charge Amounts paid by the Master Servicer during the related Prepayment Period will be withdrawn from the Certificate Account and distributed by the Trustee to the Holders of the Class P Certificates and shall not be available for distribution to the Holders of any other Class of Certificates. The payment of the foregoing amounts to the Holders of the Class P Certificates shall not reduce the Certificate Principal Balances thereof. (g) On or before each Distribution Date, Net Swap Payments payable by the Swap Provider pursuant to the Swap Agreement to the Swap Administrator, on behalf of the Supplemental Interest Trust Trustee, will be deposited by the Swap Administrator, acting on behalf of the Supplemental Interest Trust Trustee, into the Swap Account pursuant to the Swap Administration Agreement. The Swap Administrator shall, to the extent provided in the Swap Administration Agreement, remit amounts on deposit in the Swap Account to the Trustee for deposit into the Net WAC Shortfall Reserve Fund. On each Distribution Date, to the extent required, the Trustee shall withdraw such amounts from the Net WAC Shortfall Reserve Fund to distribute to the Certificates in the following order of priority: (i) concurrently to the ServicerHolders of the Class A Certificates, Nonrecoverable Advancespro rata, based on entitlement, an amount equal to any Unpaid Interest Shortfall Amount for such Class or Classes to the extent not covered by the Interest Remittance Amount on that Distribution Date and solely to the extent the Unpaid Interest Shortfall Amount is as a result of the interest portion of Realized Losses; (ii) sequentially, to the ServicerHolders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class B Certificates, in that order, in an amount equal to any Unpaid Interest Shortfall Amount for such Class or Classes to the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods)extent not covered by the Interest Remittance Amount on that Distribution Date and solely to the extent the Interest Carry Forward Amount is as a result of the interest portion of Realized Losses; (iii) to the Holders of the Offered Certificates, an amount equal to any Extra Principal Distribution Amount, to the extent not covered by the Net Monthly Excess Cashflow on that Distribution Date and solely to the extent the payment of the Extra Principal Distribution Amount is as a result of current or prior period Realized Losses, to be included in the Principal Distribution Amount for that Distribution Date and payable to such Holders as part of the Principal Distribution Amount as described under Sections 4.01(b), (c) and (d) above, as applicable; (iv) to the Net WAC Reserve Fund, to pay Net WAC Shortfall Amounts to the Holders of the Offered Certificates, on a pro rata basis, to based on the Indenture Trustee and the Owner Trusteeaggregate amount of Net WAC Shortfall Amounts for such Class(es) of Offered Certificates remaining unpaid, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid covered by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurredNet Monthly Excess Cashflow on that Distribution Date; (iv) [Reserved] (v) on a to the Holders of the Class A Certificates, pro rata basisrata, in an amount equal to any Allocated Realized Loss Amount for such Class or Classes, to the Note extent not covered by the Net Monthly Excess Cashflow on that Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates;Date; and (vi) sequentially to the Note Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class B Certificates, in that order, in an amount equal to any Allocated Realized Loss Amount for such Class or Classes, to the extent not covered by the Net Monthly Excess Cashflow on that Distribution Account, the Note Principal Distributable Amount;Date. (viih) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Distribution Account, the Certificate Interest Distributable Amount Owners that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”) for which it acts as agent. Each brokerage firm shall be distributed to Certificateholders; (viii) after the Notes have been paid in full, responsible for disbursing funds to the Certificate Distribution AccountOwners that it represents. None of the Trustee, the Certificate Principal Distributable Amount;Depositor or the Master Servicer shall have any responsibility therefor except as otherwise provided by this Agreement or applicable law. (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in full, the Indenture The Trustee shall continue invest or cause the institution maintaining the Certificate Account to maintain invest the Collection funds in the Certificate Account hereunder until in Permitted Investments designated in the Pool Balance has been reduced name of the Trustee for the benefit of the Certificateholders and the Certificate Insurer, which shall mature no later than the Distribution Date next following the date of such investment and shall not be sold or disposed of prior to zero.maturity. All income and gain realized from any such investment shall be for the benefit of the Trustee and shall be subject to its withdrawal or order from time to time. The amount of any losses incurred in respect of any such investments shall be deposited in th

Distributions. (a) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to determine the amounts to be deposited in the Class A Note Distribution Account, the Class B Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment DateAccount. (cb) On the second Business Day prior to each Payment Distribution Date, the Servicer shall instruct the Indenture Trustee in writing (based on the information contained Trustee, which instruction shall be in the form of EXHIBIT C to SCHEDULE E (or such other form that is acceptable to the Indenture Trustee and the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) ), to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable account, Trust Account or Certificate Distribution Account by 11:00 A.M. (New York time) on such following Distribution Date to the extent of funds deposited into the Available AmountCollection Account, in the following order of priority: (i) to the Servicer (if CFSC or an Affiliate is not the Servicer), Nonrecoverable Advancesthe Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (ii) to the ServicerAdministrator under the Administration Agreement, the Total Servicing Administration Fee (including any and all unpaid Total Servicing Administration Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in fullClass A Note Distribution Account, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurredClass A Noteholders' Interest Distributable Amount; (iv) [Reserved] (v) on a pro rata basis, to the Class B Note Distribution Account, the Note Class B Noteholders Interest Distributable Amount to be distributed Amount; (v) to the holders of Class A Note Distribution Account, the Notes at their respective Interest RatesClass A-1 Noteholders' Principal Distributable Amount; (vi) to the Class A Note Distribution Account, the Note Class A-2 Noteholders' Principal Distributable Amount; (vii) to the Certificate Class A Note Distribution Account, the Certificate Interest Class A-3 Noteholders' Principal Distributable Amount to be distributed to CertificateholdersAmount; (viii) after the Notes have been paid in full, to the Certificate Class B Note Distribution Account, the Certificate Class B Noteholders' Principal Distributable Distribution Amount; (ix) to the Reserve FundServicer (if CFSC or an affiliate is the Servicer), the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund BalanceServicing Fee and all unpaid Servicing Fees from prior Collection Periods; (x) on a pro rata basis, to the Indenture Trustee and Reserve Account, an amount equal to the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application excess of the payments described Specified Reserve Account Balance over the amount on deposit in clause (iii) above; andthe Reserve Account on such Distribution Date; (xi) to the DepositorCertificate Distribution Account, any Available Amount remaining the Certificateholder's Interest Distributable Amount; (after giving effect xii) to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in fullCertificate Distribution Account, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zero.Certificateholder's Principal Distributable Amount; and

Distributions. (a) On each Deposit Distribution Date (or, if both the Accounts are not maintained by the Trustee, on the Business Day immediately preceding each Distribution Date), the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer following transfers and distribution distributions in immediately available fundsfunds 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 Servicer pursuant to Section 14.02(b) or (c)) to the Certificate Account, the aggregate Applied Payments Ahead; (ii) if the Servicer is not permitted to hold Payments Ahead pursuant to Section 14.02(b) or (c), from the Certificate Account to the Payahead Account, the aggregate Payments Ahead for the related Collection Period; and (iii) from monies on deposit in the Yield Supplement Account to the Collection Certificate Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, Deposit Amount for such Payment Distribution Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required the Available Interest, the Available Principal, the Class A Distributable Amount, the Class B Distributable Amount, the amount to be deposited in the Note Distribution Account distributed to Certificateholders of each Class and the Certificate Distribution Account and (ii) all other distributions to make all distributions be made on the related Payment Distribution Date. (c) The rights of the Class B Certificateholders to 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 limited extent provided in this Section. On each Payment Distribution Date, the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant shall, subject to Section 3.10Sections 14.06(d) to and 14.06(e), make the following deposits and distributions for receipt by from the Servicer or deposit in the applicable account, to the extent of the Available Amount, Certificate Account in the following order of prioritypriority and in the amounts set forth in the Servicer's Certificate for such Distribution Date; provided, however, that except as otherwise provided in Sections 14.05(a) or 14.06(a), such distributions shall be made only from those funds deposited in the Certificate Account for the related Collection Period: (i) to the Servicer, from Available Interest or Available Principal, an amount payable in respect of Nonrecoverable AdvancesAdvances pursuant to Section 14.04(c); (ii) to the Servicer, from Available Interest (after giving effect to any reduction in Available Interest described in clause (i) above), the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee and the Owner TrusteeClass A Certificateholders of record, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the from Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (vi) to the Note Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (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 Interest Distributable Amount and any outstanding Class A Interest Carryover Shortfall from the immediately preceding Distribution Date and, if such Available Interest is insufficient, the Class A 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 deposit in the Reserve Fund; (iv) to the Class B Certificateholders of record, from Available Interest (after giving effect to the reduction in Available Interest described in clauses (i), (ii) and (iii) above), an amount equal to the sum of the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall from the immediately preceding Distribution Date and, if such Available Interest is insufficient, the Class B Certificateholders will receive such shortfall from monies on deposit in the Reserve Fund; (v) to the Class A Certificateholders of record, from Available Principal (after giving effect to any reduction in Available Principal described in clauses (i) and (iii) above), an amount equal to the sum of the Class 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 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 (xiv) above. Notwithstanding that ) and second, if such amounts are still insufficient, from monies on deposit in the Notes have been paid Reserve Fund; and (vi) to the Class B Certificateholders of record, from Available Principal (after giving effect to the reduction in fullAvailable 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 Indenture 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 continue to maintain shall, based on the Collection information set forth in the Servicer's Certificate for such Distribution Date, distribute any excess amounts remaining in the Certificate Account hereunder after making the distributions described in clauses (i) through (vi) above ("Excess Amounts") in the following amounts and in the following order of priority: (i) into the Reserve Fund until the Pool amount on deposit therein equals the Specified Reserve Fund Balance has been reduced and (ii) to zerothe Seller. (e) Subject to Section 20.01 respecting the final payment upon retirement of each Certificate, the Servicer shall on each Distribution Date instruct the Trustee to distribute to each Certificateholder of record on the related Record Date by check mailed to such Certificateholder at the address of such Holder appearing in the Certificate Register (or, if DTC, its nominee or a Clearing Agency is the relevant Certificateholder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be distributed to such Certificateholder pursuant to such Holder's Certificates.

Distributions. (a) On each Deposit Distribution Date, the Indenture Trustee shall cause to be made (or request transferred from the Servicer Collection Account to makethe Distribution Account, as applicable) the transfer and distribution in immediately available funds, the entire amount then on deposit in the Collection Account; provided, however, that in the event that the Servicer is required to make deposits to the Collection Account on a daily basis pursuant to Section 5.02, the amount of the funds transferred from the Yield Supplement Collection Account to the Distribution Account will include only those funds that were deposited in the Collection Account, an amount equal Account for the Collection Period related to the Yield Supplement Withdrawal Amount, if any, for such Payment Distribution Date. (b) On or prior to each Determination Date, the Servicer shall calculate (i) all the Total Distribution Amount, the Interest Distribution Amount, the Principal Distribution Amount, the Class [A] Distributable Amount, and the Class [B] Distributable Amount, and, based on the Total Distribution Amount and the other amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions distributed on the related Payment Distribution Date, determine the amount distributable to Holders of each class of Certificates. (c) On each Payment Distribution Date, the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 3.105.09) to make the following deposits and distributions for receipt by the Servicer or shall distribute amounts on deposit in the applicable accountDistribution Account and, to if applicable, the extent of the Available AmountReserve Account, in the following order of prioritymanner and priority set forth below: (i) to the Servicer, Nonrecoverable Advancesfrom the Interest Distribution Amount, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (ii) to the ServicerClass [A] Certificateholders: (A) from the Class [A] Percentage of the Interest Distribution Amount (as such Interest Distribution Amount has been reduced by Servicing Fee payments), the Total Servicing Fee sum of the Class [A] Interest Distributable Amount and the Class [A] Interest Carryover Shortfall as of the close of the preceding Distribution Date; (including any unpaid Total Servicing Fees B) from one or more prior Collection Periodsthe Class [A] Percentage of the Principal Distribution Amount (other than the portion thereof attributable to Realized Losses), the sum of the Class [A] Principal Distributable Amount and the Class [A] Principal Carryover Shortfall as of the close of the preceding Distribution Date; (iii) on a pro rata basis, to the Indenture Trustee Class [B] Certificateholders: (A) from the Class [B] Percentage of the Interest Distribution Amount (as such Interest Distribution Amount has been reduced by Servicing Fee payments), the sum of the Class [B] Interest Distributable Amount and the Owner TrusteeClass [B] Interest Carryover Shortfall as of the close of the preceding Distribution Date; and (B) from the Class [B] Percentage of the Principal Distribution Amount, the sum of the Class [B] Principal Distributable Amount and the Class [B] Principal Carryover Shortfall as of the close of the preceding Distribution Date. (d) The rights of the Class [B] Certificateholders to 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 and the rights of the Servicer to receive the Servicing Fee (and any accrued and unpaid Trust Servicing Fees and Expenses, from prior Collection Periods) in each case to the extent such fees and expenses have not been previously paid by event of delinquency or defaults on the Servicer, in its capacity as Administrator, until the Notes have been paid in fullReceivables. In addition, the annual amount paid Class [A] Certificateholders and the Class [B] Certificateholders shall have the respective rights to receive funds from the Trustees out Reserve Account in the order of priority set forth below. Such subordination and withdrawals from the Reserve Account shall be effected as follows, and all payments shall be effected by applying funds in the following order: (i) If the Class [A] Percentage of the Available Interest Distribution Amount allocation (as described such Interest Distribution Amount has been reduced by Servicing Fee payments) is less than the sum of the Class [A] Interest Distributable Amount and any Class [A] Interest Carryover Shortfall from the preceding Distribution Date, the Class [A] Certificateholders shall be entitled to receive distributions in this clause respect of such deficiency first, from the Class [B] Percentage of the Interest Distribution Amount; second, if such amounts are insufficient, from amounts on deposit in the Reserve Account; and third, if such amounts are insufficient, from the Class [B] Percentage of the Principal Distribution Amount (other than the portion thereof attributable to Realized Losses). (ii) If the Class [A] Percentage of the Principal Distribution Amount (other than the portion thereof attributable to Realized Losses) is less than the sum of the Class [A] Principal Distributable Amount and the Class [A] Principal Carryover Shortfall from the preceding Distribution Date, the Class [A] Certificateholders shall be entitled to receive distributions in respect of such deficiency first, from the Class [B] Percentage of the Principal Distribution Amount (other than the portion thereof attributable to Realized Losses); second, if such amounts are insufficient, from amounts on deposit in the Reserve Account; and third, if such amounts are insufficient, from the Class [B] Percentage of the Interest Distribution Amount. (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) If the Class [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders B] Percentage of the Notes at their respective Interest Rates; (vi) to Distribution Amount, less the Note Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amountportion thereof, if any, necessary distributed to reinstate the balance Class [A] Certificateholders pursuant to clause (i) above, is less than the Class [B] Interest Distributable Amount, the Class [B] Certificateholders shall be entitled to receive such deficiency from amounts on deposit in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining Account (after giving effect to the reduction in the Available Amount described in any withdrawals therefrom pursuant to clauses (i) through and (xii) above. Notwithstanding that ). (iv) If the Notes have been paid in fullClass [B] Percentage of the Principal Distribution Amount (other than the portion thereof attributable to Realized Losses), less the portion thereof, if any, distributed to the Class [A] Certificateholders pursuant to clause (ii) above, is less than the Class [B] Principal Distributable Amount, the Indenture Class [B] Certificateholders shall be entitled to receive such deficiency from amounts on deposit in the Reserve Account (after giving effect to any withdrawals therefrom pursuant to clauses (i), (ii) and (iii) above). (e) On each Distribution Date, the Trustee shall continue to maintain distribute any amounts remaining in the Collection Distribution Account hereunder after making the distributions described in Sections 5.06(c) and (d) above in the following amounts and in the following order of priority: (i) into the Reserve Account until the Pool amount on deposit therein equals the Specified Reserve Account Balance has been reduced and (ii) to zerothe Depositor. (f) Subject to Section 11.01 respecting the final payment upon retirement of each Certificate, the Servicer shall on each Distribution Date instruct the Trustee to distribute 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 Certificateholder shall have provided to the Servicer appropriate instructions prior to such Distribution Date and such Holder's Certificates of either Class in the aggregate evidence a denomination of not less than $1,000,000, or, if not, by check mailed to such Certificateholder at the address of such Holder appearing in the Certificate Register, the amounts to be distributed to such Certificateholder pursuant to such Holder's Certificates.

Distributions. (a) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to determine the amounts to be deposited in on the related Distribution Date into the Collection Account from the Reserve Account and into the Note Distribution Account and the Certificate Distribution Account and (iior, if Compass Auto is the only Certificateholder, the Compass Account) to make all distributions on from the related Payment DateCollection Account. (cb) On or before each Payment Distribution Date, the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s Certificate 's Report delivered on the related Determination Date pursuant to Section 3.104.9) to, and the Indenture Trustee shall, withdraw from the Reserve Account and deposit in the Collection Account (or, with respect to any portion of the Reserve Account Transfer Amount payable to Noteholders, the Note Distribution Account) the Reserve Account Transfer Amount for such Distribution Date. (c) Subject to the last paragraph of this Section 5.4(c), on each Distribution Date, Servicer shall instruct Indenture Trustee in writing (based on the information contained in the Servicer's Report delivered on the related Determination Date pursuant to Section 4.9) to, and Indenture Trustee shall, make the following deposits and distributions from the Collection Account for receipt by the Servicer or deposit in the applicable accountaccount by 11:00 a.m. (New York time), to the extent of the Available Total Distribution Amount, in the following order of priority: (i) on each Distribution Date after the first Distribution Date, to the Servicer, Nonrecoverable Advancesfrom the Total Distribution Amount, the Servicing Fee for the related Collection Period and all accrued and unpaid Servicing Fees for prior Collection Periods; (ii) to the ServicerNote Distribution Account, from the Total Distribution Amount remaining after the application of clause (i), the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods)Noteholders' Interest Distributable Amount; (iii) on a pro rata basiseach Distribution Date after the first Distribution Date, to Owner Trustee for deposit into the Indenture Certificate Distribution Account (or, if Compass Auto is the only Certificateholder, directly to the Compass Account), from the Total Distribution Amount remaining after the application of clause (i) and clause (ii), the Certificateholders' Interest Distributable Amount; (iv) to the Note Distribution Account, from the Total Distribution Amount remaining after the application of clauses (i) through clause (iii), the Noteholders' Principal Distributable Amount; (v) on the first Distribution Date, to Servicer, from the Total Distribution Amount remaining after the application of clauses (i) through (iv), the Servicing Fee; (vi) to the Reserve Account, from the Total Distribution Amount remaining after the application of clauses (i) through (v), until the amount on deposit in the Reserve Account equals the Specified Reserve Account Balance; (vii) on the first Distribution Date, to Owner Trustee for deposit into the Certificate Distribution Account (or, if Compass Auto is the only Certificateholder, directly to the Compass Account), from the Total Distribution Amount remaining after the application of clauses (ii), (iv), (v) and (vi), the Certificateholders' Interest Distributable Amount; (viii) to Owner TrusteeTrustee for deposit in the Certificate Distribution Account (or, if Compass Auto is the only Certificateholder, directly to the Compass Account), from the Total Distribution Amount remaining after the application of clauses (i) through (vii), the Certificateholders' Principal Distributable Amount; and (ix) to Compass Auto, any accrued amounts remaining. If the Total Distribution Amount is insufficient to make payments pursuant to clauses (i), (ii), or (iv) above, funds withdrawn from the Reserve Account pursuant to Section 5.4(b) shall be allocated in the same priority in clauses (i), (ii) and unpaid Trust Fees (iv) as set forth above. Notwithstanding the foregoing, following the occurrence and Expensesduring the continuation of an Event of Default that has resulted in an acceleration of the Notes, in each case the Total Distribution Amount remaining after the application of clause (i) and (ii) above shall be deposited into the Note Distribution Account to the extent such fees necessary to reduce the principal amount of the Notes to zero in accordance with and expenses have in the priority set forth in Section 5.4 of the Indenture, and the Certificateholders shall not been previously paid by receive any distributions until the Servicer, in its capacity as Administrator, until principal amount and accrued interest on the Notes have been paid in full. If the Collection Account is maintained with an institution other than Indenture Trustee, Indenture Trustee shall instruct and cause such institution to make all deposits and distributions pursuant to this Section 5.4(c) on the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred;related Deposit Date. (ivd) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (vi) to the Note Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain perform its duties under this Agreement after the Collection Account hereunder until Outstanding Amount of the Pool Balance Notes has been reduced to zerozero and the Indenture has been discharged in accordance with its terms. The protections, immunities and standard of care afforded the Indenture Trustee under the Indenture shall apply to the performance of its duties hereunder. The initial Paying Agent with respect to the Notes shall be the Indenture Trustee.

Distributions. (a) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) On each Payment Date, the Servicer Trustee shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 3.10Date) to make distribute the following deposits amounts and distributions for receipt by the Servicer or deposit in the applicable account, to the extent of the Available Amount, in the following order of priority: (i) first, from the Payment Amount, to the Servicer, Nonrecoverable Advancesthe Servicing Fee for the related Monthly Period and any amounts specified in Section 4.2(b); (ii) to second, from the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basisPayment Amount, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by of the Trustee in accordance with the Indenture; to any Custodian, Backup Servicer or Collateral Agent (including the Servicer, Issuer or Trustee if acting in its capacity as Administratorany such additional capacity), until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause any accrued and unpaid fees and expenses; (iii) shall not exceed $100,000.00 while notes remain outstandingthird, so long as from the Amount Available, to the Note Payment Account, an Event of Default has not occurredamount equal to the Noteholders' Interest Payment Amount for such Payment Date; (iv) [Reserved]fourth, from the Amount Available, to the Note Payment Account, an amount equal to the Noteholders' Principal Payment Amount for such Payment Date; (v) on a pro rata basisfifth, from the Payment Amount, to the Note Distribution AccountSecurity Insurer, the Note Interest Distributable Amount to be distributed to the holders extent of any amounts owing to the Notes at their respective Interest RatesSecurity Insurer under the Insurance Agreement and not paid, whether or not any Seller is also obligated to pay such amounts; (vi) sixth, any remaining Available Funds to the Note Distribution Account, Collateral Agent for deposit in the Note Principal Distributable AmountSpread Account to be applied in accordance with the terms of the Spread Account Agreement; (vii) seventh, an amount equal to the Certificate Distribution AccountNoteholders' Excess Principal Payment Amount, the Certificate Interest Distributable Amount to be distributed to Certificateholders;if any, for such Payment Date; and (viii) after eighth, from the Notes have been paid in fullSpread Account, from amounts released under priority SEVENTH of Section 3.03(b) of the Spread Account Agreement, first, to the Certificate Distribution Note Payment Account, the Certificate Principal Distributable Amount; (ix) an amount equal to the Reserve Fund, excess of (a) the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining Note Balance (after giving effect to the reduction in amount paid under 4.6(iv)) over (b) the Available Amount described in clauses Noteholders' Percentage of the Aggregate Principal Balance as of the immediately preceding Accounting Date (i) through (x) above. Notwithstanding that after giving effect to all payments of principal on the Notes have been paid in fullReceivables during the related Monthly Period), and, second, any excess to the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zeroIssuer.

Distributions. (a) On each Deposit Determination Date, Servicer shall calculate all amounts required to determine the Indenture Trustee shall cause amounts to be made (deposited on the related Distribution Date in the Class A Distribution Account and the Class B Distribution Account which calculations shall be set forth in the Servicer's Report delivered to Trustee on or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for before such Payment Determination Date. (b) On or before each Determination Distribution Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) On each Payment Date, the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s Certificate 's Report delivered on the related Determination Date pursuant to Section 3.103.9) to, and the Trustee shall: (i) withdraw from the Payahead Account and deposit in the Collection Account, in immediately available funds, (x) with respect to each Precomputed Receivable for which the payments made by or on behalf of the obligor for the related Collection Period are less than the scheduled payment for the related Collection Period, the amount of Payaheads, if any, made with respect to such Receivable which, when added to the amount of such payments, is equal to the amount of such scheduled payment, (y) with respect to each Precomputed Receivable for which prepayments insufficient to prepay the Receivable in full have been made by or on behalf of the Obligor for the related Collection Period, the amount of Payaheads, if any, made with respect to such Receivable which, when added to the amount of such prepayments, is equal to an amount sufficient to prepay such Receivable in full, and (z) the amount of all Payaheads, if any, made with respect to any Purchased Receivable; and (ii) withdraw from the Collection Account and deposit in the Payahead Account (or receive from the Servicer, which will remit to the Trustee for deposit in the Payahead Account, as the case may be), in immediately available funds, the aggregate amount of collections on Precomputed Receivables treated as Payaheads pursuant to Section 4.2 for the Collection Period related to such Distribution Date. (c) On each Distribution Date, based on the related Servicer's Report, Trustee will make the following deposits and distributions for receipt from the Collection Account by the Servicer or deposit in the applicable account____ a.m. (___________, ________ time), to the extent of the sum of Available AmountInterest and any Available Reserve Amount (and, in the case of shortfalls in the Class A Interest Distributable Amount occurring under clause (ii), the Class B Percentage of Available Principal to the extent of such shortfalls), in the following order priority: (i) to Servicer, any unpaid Servicing Fee for the related Collection Period and all unpaid Servicing Fees from prior Collection Periods; (ii) to the Class A Distribution Account, the Class A Interest Distributable Amount for such Distribution Date; and (iii) to the Class B Distribution Account, the Class B Interest Distributable Amount for such Distribution Date. On each Distribution Date, based on the related Servicer's Report, Trustee will make the following deposits and distributions, to the extent of the portion of Available Principal, Available Interest and Available Reserve Amount remaining after the application of clauses (i), (ii) and (iii), in the following priority: (i) to the ServicerClass A Distribution Account, Nonrecoverable Advancesthe Class A Principal Distributable Amount for such Distribution Date; (ii) to the ServicerClass B Distribution Account, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods)Class B Principal Distributable Amount for such Distribution Date; (iii) on a pro rata basis, to the Indenture Trustee and the Owner TrusteeReserve Account, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administratoramounts remaining, until the Notes have been paid amount on deposit in full, the annual amount paid to Reserve Account equals the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurredSpecified Reserve Account Balance; (iv) [Reserved]to the Servicer, the Additional Servicing for such Distribution Date; and (v) on a pro rata basis, to the Note Transferor, any amounts remaining. (d) On each Distribution AccountDate, all amounts on deposit in the Note Interest Distributable Amount to Class A Distribution Account will be distributed to the holders Class A Holders (determined as of the Notes at their respective Interest Rates; (virelated Record Date) by Trustee and all amounts on deposit in the Class B Distribution Account will be distributed to the Note Class B Holders (determined as of the related Record Date) by Trustee. Except as provided in Section 10.1, payments under this paragraph shall be made to the Holders by check mailed by Trustee to each Holder's respective address of record (or, in 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 Trustee is required to wire funds to the Holders from the Class A Distribution Account or the Class B Distribution Account, as applicable, it shall request the Note Principal Distributable Amount; (vii) to bank maintaining the Certificate Class A Distribution Account or the Class B Distribution Account, as applicable, to make a wire transfer of the Certificate Interest Distributable Amount amount to be distributed to Certificateholders; (viii) after and the Notes have been paid in full, to bank maintaining the Certificate Class A Distribution Account or the Class B Distribution Account, as applicable, shall promptly deliver to Trustee a confirmation of such wire transfer. To the Certificate Principal Distributable Amount; extent that Trustee is required to make payments to Holders by check hereunder, it shall request the bank maintaining the Class A Distribution Account or the Class B Distribution Account, as applicable, to provide it with a supply of checks to make such payments. The bank shall, if a request is made by Trustee for a wire transfer by ______ a.m. (ix____ ____, time) on any Distribution Date, wire such funds in accordance with such instructions by ______ a.m. (____ ____, time) on such Distribution Date, and it will otherwise act in compliance with the provisions of this paragraph and the other provisions of this Agreement applicable to it as the bank maintaining the Class A Distribution Account or the Class B Distribution Account, as applicable. Servicer shall take all necessary action (including requiring an agreement to such effect) to ensure that any bank maintaining the Reserve FundClass A Distribution Account or the Class B Distribution Account, as applicable, agrees to comply, and complies, with the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee provisions of this paragraph and the Owner Trusteeother provisions of this Agreement applicable to it as the bank maintaining the Class A Distribution Account or the Class B Distribution Account, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zeroas applicable.

Distributions. (a) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) 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 the related Determination Date pursuant to Section 3.10) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable account, to the extent of the Available Amount, in the following order of priority: (i) to the Servicer, Nonrecoverable Advances; (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (vi) to the Note Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zero.

Distributions. (a) On One Business Day prior to each Deposit Distribution Date, the Indenture Trustee shall cause to be made (or request transferred from the Servicer Collection Account, to makethe extent of the Total Available Distribution Amount, as applicable) to the transfer and distribution Certificate Account, in immediately available funds, from the Yield Supplement Account to those funds that were deposited in the Collection AccountAccount for the Collection Period related to such Distribution Date, an amount equal to based solely on the Yield Supplement Withdrawal Amount, if any, amounts set forth in the Servicer's Certificate for such Payment the related Distribution Date. (b) On Prior to each Determination Distribution Date, the Trustee on behalf of the Servicer shall on the related Determination Date calculate (i) all amounts required to be deposited the Total Available Distribution Amount, the Available Interest Distribution Amount, the Available Principal Distribution Amount, the Class A Distributable Amount, the Class B Distributable Amount, the Reserve Account Balance, the amount on deposit in the Note Simple Interest Differential Account, the amount on deposit in the Capitalized Interest Account and, based on the Total Available Distribution Amount, all other amounts in the Certificate Account and the Certificate other distributions to be made on such Distribution Account Date, determine the amount distributable to Certificateholders of each Class and (ii) the other distributions to make all distributions be made on the related Payment such Distribution Date. (c) The rights of the Class B Certificateholders to receive distributions with respect to the Class B Certificateholders 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 Payment Distribution Date, the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 3.104.9) shall, subject to Section 5.5(e), make the following deposits and distributions for receipt by from the Servicer or funds then on deposit in the applicable account, Certificate Account (including funds transferred from the Reserve Account when necessary pursuant to the extent of the Available Amount, Section 5.6) in the following order of priority: (i) to the Trustee and the Custodian, the Trustee Fee and Custodian Fee and all unpaid Trustee Fees and Custodian Fees from prior Collection Periods; to the Backup Servicer, Nonrecoverable Advancesthe Backup Servicer Fee and all unpaid Backup Servicer Fees from prior Collection Periods; to the Servicer, the Servicing Fees and liquidation expenses (including reasonable attorney fees and expenses) to the extent such liquidation expenses are not required to be covered by the Servicing Fee or to the extent not previously recovered from Liquidation Proceeds, and all unpaid Servicing Fees and unreimbursed liquidation expenses (including reasonable attorney fees and expenses) to the extent such liquidation expenses are not required to be covered by the Servicing Fee or to the extent not previously recovered from Liquidation Proceeds, from prior Collection Periods and, to the extent not previously paid by the predecessor Servicer pursuant to Section 9.1, to the successor to the Servicer, any reasonable transition costs incurred by such successor Servicer in acting as successor Servicer; (ii) to the ServicerClass A Certificateholders, an amount equal to the Total Servicing Fee (including sum of the Class A Interest Distributable Amount and any unpaid Total Servicing Fees Class A Interest Carryover Shortfall from one or more the prior Collection Periods)Distribution Date; (iii) on a pro rata basis, to the Indenture Trustee and the Owner TrusteeClass B Certificateholders, any accrued and unpaid Trust Fees and Expenses, in each case an amount equal to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out sum of the Available Class B Interest Distributable Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurredand any Class B Interest Carryover Shortfall from the prior Distribution Date; (iv) [Reserved]to the Class A Certificateholders, an amount equal to the sum of the Class A Principal Distributable Amount and any Class A Principal Carryover Shortfall from the prior Distribution Date; (v) on a pro rata basis, to the Note Distribution AccountClass B Certificateholders, an amount equal to the Note Interest sum of the Class B Principal Distributable Amount to be distributed to and any Class B Principal Carryover Shortfall from the holders of the Notes at their respective Interest Ratesprior Distribution Date; (vi) to until but not including the Note March 20, 1998 Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in fullDate, to the Certificate Distribution Reserve Account, and beginning with the Certificate Principal Distributable Amount; (ix) March 20, 1998 Distribution Date, to the Reserve FundAccount, the amount, if any, necessary required to reinstate cause the balance in therein to be equal to the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) aboveRequirement; and (xivii) beginning with the March 20, 1998 Distribution Date, to the DepositorSeller, an amount equal to any Available Amount remaining (after giving effect to the reduction amounts in the Available Amount Certificate Account after the distributions described in clauses (i) through (xvi) above. Notwithstanding that , and any amounts in the Notes have been paid Reserve Account in fullexcess of the Reserve Requirement, if any. (d) Subject to Section 11.1 respecting the final payment upon retirement of each Certificate, the Indenture Servicer shall on each Distribution Date instruct the Trustee to distribute to each Certificateholder of any Class 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 Certificateholder shall continue have provided to maintain the Collection Account hereunder until Trustee appropriate written instructions prior to the Pool Balance has been reduced Record Date for such Distribution Date and such Holder's Certificates of such Class in the aggregate evidence a denomination of not less than $1,000,000, or if not, by check mailed to zerosuch Certificateholder at the address of such Holder appearing in the Certificate Register, the amounts to be distributed to such Certificateholder pursuant to Section 5.5(c) in proportion to its Certificate Balance.

Distributions. (a) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to determine the amounts to be deposited in remitted to the Note Distribution Account Class A Noteholders, the Class B Noteholders and the Certificate Distribution Account and (ii) to make all distributions on the related Payment DateCertificateholder. (cb) On the second Business Day prior to each Payment Distribution Date, the Servicer shall instruct the Indenture Trustee in writing (based on the information contained Trustee, which instruction shall be in the form of Exhibit B to Schedule E (or such other form that is acceptable to the Indenture Trustee and the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) ), to make the following deposits and distributions for receipt by the Servicer Servicer, the Noteholders, or for deposit in the applicable account, Trust Account or Certificate Distribution Account by 11:00 A.M. (New York time) on such following Distribution Date to the extent of the Available AmountTotal Distribution Amount on deposit in the Collection Account, in the following order of priority: (i) to the Servicer, Nonrecoverable Advancesthe Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (ii) to the ServicerAdministrator under the Administration Agreement, the Total Servicing Administration Fee (including any and all unpaid Total Servicing Administration Fees from one or more prior Collection Periods); (iii) on a to the Class A Noteholders pro rata basis, to based upon the Indenture Trustee and the Owner Trustee, any amount of interest accrued and unpaid Trust Fees and Expenses, in on each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in fullClass of Class A Notes, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurredClass A Noteholders’ Interest Distributable Amount; (iv) [Reserved]to the Principal Distribution Account, the First Priority Principal Distribution Amount, if any; (v) on a pro rata basis, to the Note Distribution AccountClass B Noteholders, the Note Class B Noteholders’ Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest RatesAmount; (vi) to the Note Principal Distribution Account, the Note Second Priority Principal Distributable Distribution Amount, if any; (vii) to the Reserve Account, an amount equal to the excess of the Specified Reserve Account Balance over the amount on deposit in the Reserve Account on such Distribution Date; provided, that, on or prior to the Distribution Date on which the amount on deposit in the Reserve Account equals the Specified Reserve Account Balance, the amount deposited in the Reserve Account pursuant to this clause (vii) shall not exceed the Net Excess Spread for the applicable Distribution Date; (viii) if any Class of Notes is Outstanding prior to giving effect to distributions on such Distribution Date, to the Principal Distribution Account, the Regular Principal Distribution Amount; (viiix) to the Indenture Trustee under the Indenture, all unpaid Indenture Trustee’s fees and expenses, and to the Custodian under the Custodial Agreement, all unpaid Custodian’s fees and expenses; and (x) to the Certificate Distribution Account, the Certificate Interest Distributable remaining Total Distribution Amount. (c) On the second Business Day prior to each Distribution Date, the Servicer shall instruct the Indenture Trustee, which instruction shall be in the form of Exhibit B to Schedule E (or such other form that is acceptable to the Indenture Trustee and the Servicer), to make the following distributions from the Principal Distribution Account by 11:00 A.M. (New York time) on such following Distribution Date in the following order of priority: (i) to the Class A-1 Noteholders in reduction of the Outstanding Principal Amount of the Class A-1 Notes until the Outstanding Principal Amount thereof has been reduced to be distributed to Certificateholderszero; (viiiii) after to the Class A-2 Noteholders in reduction of the Outstanding Principal Amount of the Class A-2 Notes have until the Outstanding Principal Amount thereof has been paid reduced to zero; (iii) to the Class A-3 Noteholders in full, reduction of the Outstanding Principal Amount of the Class A-3 Notes until the Outstanding Principal Amount thereof has been reduced to zero; (iv) to the Class A-4 Noteholders in reduction of the Outstanding Principal Amount of the Class A-4 Notes until the Outstanding Principal Amount thereof has been reduced to zero; (v) to the Class B Noteholders in reduction of the Outstanding Principal Amount of the Class B Notes until the Outstanding Principal Amount thereof has been reduced to zero; and (vi) to the Certificate Distribution Account, any funds remaining on deposit in the Certificate Principal Distributable Amount;Distribution Account. (ixd) Notwithstanding anything in this Section 5.04 to the contrary, if an Event of Default under the Indenture occurs and the maturities of the Notes are accelerated pursuant to Section 5.02 of the Indenture, all amounts on deposit in the Collection Account shall be applied in accordance with Section 5.04(b) or 5.04(c) of the Indenture. (e) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Reserve FundClass B Noteholders, such tax shall reduce the amount, if any, necessary to reinstate the balance in the Reserve Fund up amount otherwise distributable to the Specified Reserve Fund Balance; Class B Noteholders in accordance with this Section. The Indenture Trustee is hereby authorized to retain from amounts otherwise distributable to the Class B Noteholders sufficient funds for the payment of any tax that is legally owed or required to be withheld by the Trust (x) on a pro rata basis, to but such authorization shall not prevent the Trust or the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the Owner Trusteeoutcome of such proceedings). The amount of any withholding tax imposed with respect to the Class B Noteholders shall be treated as cash distributed to the Class B Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described Indenture Trustee may in its sole discretion withhold such amounts in accordance with this clause (iii) above; and (xi) to e). In the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding event that the Notes have been paid in fullClass B Noteholders wish to apply for a refund of any such withholding tax, the Indenture Trustee shall continue reasonably cooperate with the Class B Noteholders in making such claim so long as the Class B Noteholders agrees to maintain reimburse the Collection Account hereunder until the Pool Balance has been reduced to zeroIndenture Trustee for any out-of-pocket expenses incurred.

Distributions. (a) On each Deposit Distribution Date, the Indenture Trustee shall cause to be made (or request transferred to the Servicer to makeCollection Account, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account aggregate prepayments for the related Due Period, pursuant to Section 4.2, and any additional amounts required by Section 4.3, in the Collection Account, an amount equal to amounts set forth in the Yield Supplement Withdrawal Amount, if any, Master Servicer's Certificate for such Payment Distribution Date. A single, net transfer may be made. (b) On each Determination Date, the Master Servicer shall calculate (i) all amounts required to determine the amounts to be deposited in from the Reserve Account into the Collection Account and from the Collection Account into the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment DateAccount. (c) On or before each Payment Distribution Date, the Master Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Master Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 3.10) to make withdraw from the Reserve Account and deposit in the Collection Account and the Trustee shall so withdraw and deposit the Reserve Account Transfer Amount for such Distribution Date. (d) On each Distribution Date, the Master Servicer shall instruct the Trustee (based on the information contained in the Master Servicer's Certificate delivered on the related Determination Date pursuant to Section 3.10) to make, and the Trustee shall make, the following deposits and distributions from the Collection Account for receipt by the Servicer or deposit in the applicable accountAccount by [ ] [A.M.][P.M.], to the extent of the Available Total Distribution Amount, in the following order of priority: : (i) to the Master Servicer, Nonrecoverable Advances; (ii) to from the ServicerTotal Distribution Amount, the Total Servicing Fee Fee; (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (viii) to the Note Distribution Account, from the Note Principal Total Distribution Amount remaining after the application of clause (i), the Noteholders' Interest Distributable Amount; ; (viiiii) to the Owner Trustee for deposit in the Certificate Distribution Account, from the Certificate Total Distribution Amount remaining after the application of clause (i) and clause (ii), the Certificateholders' Interest Distributable Amount to be distributed to Certificateholders; Amount; (viiiiv) after the Notes have been paid in full, to the Certificate Note Distribution Account, from the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses Total Distribution Amount remaining after the application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (xiii), the Noteholders' Principal Distributable Amount; and (v) above. Notwithstanding to the Owner Trustee for deposit in the Certificate Distribution Account, from the Total Distribution Amount remaining after the application of clauses (i) through (iv), the Certificateholders' Principal Distributable Amount; provided, however, that following the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or an acceleration of the Notes have been paid pursuant to Section 5.2 of the Indenture, amounts on deposit in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder will be deposited in the Note Distribution Account to the extent necessary to pay accrued and unpaid interest on the Notes and then, to the extent funds are available therefore, principal on the Notes until the Pool Balance principal balance of each class of Notes has been reduced to zero, before any amounts are deposited in the Certificate Distribution Account. Following the payment in full of the Notes, amounts on deposit in the Collection Account will be deposited in the Certificate Distribution Account to the extent necessary to pay accrued and unpaid interest on the Certificates and then, to the extent funds are available therefore, principal on the Certificates until the principal balance thereof has been reduced to zero. In the event that the Collection Account is maintained with an institution other than the Trustee, the Master Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to this Section 4.4(c) on the related Transfer Date.

Distributions. (a) On each Deposit DateThe Trustee shall establish and maintain a Certificate Account, in which the Indenture Trustee Master Servicer shall cause to be made (deposited on behalf of the Trustee on or request the Servicer to make, as applicable) the before 5:00 P.M. New York time on each Certificate Account Deposit Date by wire transfer and distribution in of immediately available funds, from the Yield Supplement Account to the Collection Account, funds an amount equal to the Yield Supplement Withdrawal sum of (i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be deposited in the Certificate Account pursuant to Sections 3.11, 3.13 or 3.23, (iii) all other amounts constituting the Available Distribution Amount for the immediately succeeding Distribution Date and (iv) any amounts on deposit in the Custodial Account representing Prepayment Charges collected by the Master Servicer (and any Master Servicer Prepayment Charge Payment Amounts paid by, or collected on behalf of the Trust Fund by, the Master Servicer or any Sub-Servicer), other than any such Prepayment Charges or Master Servicer Prepayment Charge Payment Amounts relating to Principal Prepayments that occurred after the end of the related Prepayment Period. On each Distribution Date, prior to making any other distributions referred to in Section 4.01, the Trustee shall withdraw from the Certificate Account and pay itself the Trustee's Fee for such Distribution Date. On each Distribution Date the Trustee shall distribute to each Certificateholder of record as of the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution) either in immediately available funds (by wire transfer or otherwise) to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder has so notified the Trustee at least 5 Business Days prior to the related Record Date, or otherwise by check mailed to such Certificateholder at the address of such Holder appearing in the Certificate Register, such Certificateholder's share (based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder) of the amounts required to be distributed to such Holder pursuant to this Section 4.01. On each Distribution Date, the Trustee shall withdraw from the Certificate Account that portion of Available Distribution Amount for such Distribution Date consisting of the Interest Remittance Amount for such Distribution Date, and make the following disbursements and transfers in the order of priority described below, in each case to the extent of the Interest Remittance Amount remaining for such Distribution Date: (i) to the Holders of the Class A-IO Certificates, the related Monthly Interest Distributable Amount for each such Class for such Distribution Date; (ii) to the Holders of the Class A-IO Certificates, the related Unpaid Interest 77 Shortfall Amount, if any, for each such Payment Class for such Distribution Date; (iii) from the remaining Interest Remittance Amount, to the Holders of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, pro rata, the related Monthly Interest Distributable Amount for such Classes for such Distribution Date; (iv) from the remaining Interest Remittance Amount, to the Holders of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, pro rata, the related Unpaid Interest Shortfall for such Classes for such Distribution Date; (v) to the Holders of the Class M-1 Certificates, the Monthly Interest Distributable Amount for such Class for such Distribution Date; (vi) to the Holders of the Class M-2 Certificates, the Monthly Interest Distributable Amount for such Class for such Distribution Date; and (vii) to the Holders of the Class B Certificates, the Monthly Interest Distributable Amount for such Class for such Distribution Date. (b) On each Determination DateDistribution Date (x) prior to the Stepdown Date or (y) on which a Trigger Event is in effect, the Servicer Trustee shall calculate withdraw from the Certificate Account an amount equal to the Principal Distribution Amount and distribute to the Certificateholders the following amounts, in the following order of priority, in each case to the extent of the Principal Distribution Amount remaining for such Distribution Date: (i) all amounts required first, (a) to be deposited the Holders of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, sequentially, in the Note Distribution Account and that order, in each case until the Certificate Distribution Account and Principal Balances thereof are reduced to zero; (ii) second, to make all distributions on the related Payment DateHolders of the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (iii) third, to the Holders of the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (iv) fourth, to the Holders of the Class B Certificates, until the Certificate Principal Balance thereof has been reduced to zero. (c) On each Payment DateDistribution Date (x) on or after the Stepdown Date and (y) on which a Trigger Event is not in effect, the Servicer Trustee shall instruct withdraw from the Indenture Trustee in writing (based on Certificate Account an amount equal to the information contained in Principal Distribution Amount and distribute to the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) to make Certificateholders the following deposits and distributions for receipt by the Servicer or deposit in the applicable account, to the extent of the Available Amountamounts, in the following order of priority, in each case to the extent of the Principal Distribution Amount remaining for such Distribution Date: (i) first, to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, sequentially, in that order, the Class A Principal Distribution Amount, in each case until the Certificate Principal Balance thereof has been reduced to zero; (ii) second, to the Holders of the Class M-1 Certificates, the Class M-1 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero; (iii) third, to the Holders of the Class M-2 Certificates, the Class M-2 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero; and (iv) fourth, to the Holders of the Class B Certificates, the Class B Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero. (d) On each Distribution Date the Net Monthly Excess Cashflow shall be distributed in the following order of priority, in each case to the extent of the Net Monthly Excess Cashflow remaining for such Distribution Date: (i) to the ServicerHolders of the Class or Classes of Certificates then entitled to receive distributions in respect of principal, Nonrecoverable Advancesin an amount equal to any Extra Principal Distribution Amount, payable to such Holders as part of the Principal Distribution Amount as described under Section 4.01(b) or Section 4.01(c) above, as applicable, provided, however, that on the first six Distribution Dates, the Net Monthly Excess Cashflow payable pursuant to this clause shall be reduced by the Retained Spread; (ii) to the ServicerHolders of the Class M-1 Certificates, in an amount equal to the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods)Unpaid Interest Shortfall Amount allocable to such Certificates; (iii) on a pro rata basis, to the Indenture Trustee and Holders of the Owner Trustee, any accrued and unpaid Trust Fees and ExpensesClass M-1 Certificates, in each case an amount equal to the extent Allocated Realized Loss Amount allocable to such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurredCertificates; (iv) [Reserved]to the Holders of the Class M-2 Certificates, in an amount equal to the Unpaid Interest Shortfall Amount allocable to such Certificates; (v) on a pro rata basis, to the Note Distribution AccountHolders of the Class M-2 Certificates, the Note Interest Distributable Amount to be distributed in an amount equal to the holders of the Notes at their respective Interest RatesAllocated Realized Loss Amount allocable to such Certificates; (vi) to the Note Distribution AccountHolders of the Class B Certificates, in an amount equal to the Note Principal Distributable AmountUnpaid Interest Shortfall Amount allocable to such Certificates; (vii) to the Certificate Distribution AccountHolders of the Class B Certificates, in an amount equal to the Certificate Interest Distributable Allocated Realized Loss Amount allocable to be distributed to Certificateholderssuch Certificates; (viii) after from amounts otherwise payable to the Notes have been paid in fullHolders of the Class C Certificates, to the Certificate Distribution AccountNet WAC Shortfall Reserve Fund, (I) in an amount equal to the Certificate Principal Distributable Amountrelated Net WAC Shortfall Amount for each class of offered certificates, other than the Class A-IO Certificates, which amount shall be distributed pursuant to Section 4.08(b) first, to the Class A Certificates, other than the Class A-IO Certificates, on a pro rata basis, and then to the Class M-1, Class M-2 and Class B Certificates, in that order, in each case until the related Net WAC Shortfall Amount has been reduced to zero, and then (II) in an amount sufficient to maintain a balance in the Net WAC Shortfall Reserve Fund equal to the Net WAC Shortfall Reserve Fund Deposit; (ix) to the Reserve FundHolders of the Class C Certificates, the amount, if any, necessary to reinstate Monthly Interest Distributable Amount for such Class and the balance in the Reserve Fund up to the Specified Reserve Fund Balanceamount of any remaining Overcollateralization Release Amount for such Distribution Date; (x) if such Distribution Date follows the Prepayment Period during which occurs the latest date on which a pro rata basisPrepayment Charge may be required to be paid in respect of any Mortgage Loans, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application Holders of the payments described Class P Certificates, in clause (iii) abovereduction of the Certificate Principal Balance thereof, until the Certificate Principal Balance thereof is reduced to zero; and (xi) any remaining amounts to the DepositorHolders of the Class R Certificates (in respect of the appropriate Residual Interest). (e) On each Distribution Date, all amounts representing Prepayment Charges in respect of the Mortgage Loans received during the related Prepayment Period and any Available Amount remaining (after giving effect Master Servicer Prepayment Charge Amounts paid by the Master Servicer during the related Prepayment Period will be withdrawn from the Certificate Account and distributed by the Trustee to the reduction Holders of the Class P Certificates and shall not be available for distribution to the Holders of any other Class of Certificates. The payment of the foregoing amounts to the Holders of the Class P Certificates shall not reduce the Certificate Principal Balances thereof. (f) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating brokerage firm (a "brokerage firm" or "indirect participating firm") for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents. None of the Trustee, the Company or the Master Servicer shall have any responsibility therefor except as otherwise provided by this Agreement or applicable law. (g) The Trustee, upon written direction of the Master Servicer, shall invest or cause the institution maintaining the Certificate Account to invest the funds in the Available Amount described Certificate Account in clauses Permitted Investments designated in the name of the Trustee for the benefit of the Certificateholders, which shall mature not later than the Business Day next preceding the Distribution Date next following the date of such investment and shall not be sold or disposed of prior to maturity. All income and gain realized from any such investment shall be for the benefit of the Master Servicer and shall be subject to its withdrawal or order from time to time. The amount of any losses incurred in respect of any such investments shall be deposited in the Certificate Account by the Master Servicer out of its own funds immediately as realized without any right of reimbursement. (h) Except as otherwise provided in Section 9.01, if the Master Servicer anticipates that a final distribution with respect to any Class of Certificates will be made on the next Distribution Date, the Master Servicer shall, no later than the Determination Date in the month of such final distribution, notify the Trustee and the Trustee shall, no later than two (2) Business Days after such Determination Date, mail on such date to each Holder of such Class of Certificates a notice to the effect that: (i) through (x) above. Notwithstanding the Trustee anticipates that the Notes final distribution with respect to such Class of Certificates will be made on such Distribution Date but only upon presentation and surrender of such Certificates at the office of the Trustee or as otherwise specified therein, and (ii) no interest shall accrue on such Certificates from and after the end of the prior calendar month. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust and credited to the account of the appropriate non- tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(h) shall not have been paid surrendered for cancellation within six months after the time specified in fullsuch notice, the Indenture Trustee shall continue mail a second notice to maintain the Collection Account hereunder until remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the Pool Balance has final distribution with respect thereto. If within six months after the second notice all such Certificates shall not have been reduced surrendered for cancellation, the Trustee shall take reasonable steps as directed by the Company, or appoint an agent to zerotake reasonable steps, to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in the Trust Fund. If within nine months after the second notice any such Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets which remain subject hereto. No interest shall accrue or be payable to any Certificateholder on any amount held in trust as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(h).

Distributions. (a) On or before each Deposit Determination Date, the Servicer shall calculate the Available Distribution Amount, the Basic Servicing Fee, the Additional Servicing Fee, the Aggregate Noteholders’ Principal Distributable Amount, the Reserve Account Required Amount, the Reserve Account Available Amount, the Secured Note Principal Balance for each COLT 20 -SN Secured Note, the Aggregate Secured Note Principal Balance, the Secured Note Monthly Accrued Interest, the Secured Note Interest Distributable Amount, the Secured Note Principal Distributable Amount, the CARAT Collection Account Shortfall Amount, if any, the aggregate Outstanding Advances and all other amounts required to determine the amounts, if any, to be deposited into or paid from each of the COLT Collection Account, the Reserve Account and the Payment Ahead Servicing Account on or before the related Payment Date. On or before each Determination Date, the Servicer shall deliver to the COLT Indenture Trustee a written report specifying the amounts calculated by the Servicer pursuant to this Section 3.03(a). The COLT Indenture Trustee shall cause be entitled to be made (or request rely solely upon such report from the Servicer in making any and all transfers, withdrawals, deposits and distributions pursuant to makethis Section 3.03. (i) On or before each Payment Date, as applicable) the transfer and distribution in immediately available funds, COLT Indenture Trustee shall withdraw collections made during the related Collection Period that constitute Excess Payments from the Yield Supplement COLT Collection Account (to the extent such amounts have not been retained by the Servicer pursuant to Section 3.01(g)) and pay such amounts to the Servicer, who shall retain such Excess Payments amounts for its own account, or, if the Monthly Remittance Condition is not satisfied, the COLT Indenture Trustee, upon written instruction of the Servicer, shall deposit such amounts into the Payment Ahead Servicing Account. (ii) On or before each Payment Date, the COLT Indenture Trustee shall transfer from the Payment Ahead Servicing Account (or, if the Servicer is not required to make deposits to the Payment Ahead Servicing Account on a daily basis pursuant to Section 3.01(g), the Servicer shall deposit) to the COLT Collection Account the aggregate Applied Payments Ahead for such Payment Date. (iii) On or before each Payment Date, the COLT Indenture Trustee shall withdraw from the COLT Collection Account and pay to the Servicer an amount equal to the sum of (A) any Outstanding Advances with respect to which the Servicer is entitled to reimbursement pursuant to Section 3.06(c) or (d) (to the extent the Servicer has deposited such amounts into the COLT Collection Account and to the extent the Servicer has not been previously reimbursed for any such Outstanding Advances pursuant to Section 3.05(a)), and (B) any Liquidation Expenses (and any unpaid Liquidation Expenses from prior periods) relating to Series 20 -SN Lease Assets with respect to which the Servicer has sold or otherwise disposed of the related Vehicle during or prior to the related Collection Period (if the Servicer has not yet deducted such amounts from Sale Proceeds and has deposited such amounts into the COLT Collection Account). (iv) On each Payment Date, the COLT Indenture Trustee shall withdraw from the Reserve Account, and deposit into the COLT Collection Account, an amount equal to the Yield Supplement Withdrawal Amountlesser of (I) the excess, if any, of (A) the sum, for such Payment Date. (b) On each Determination Date, of the Servicer shall calculate amounts specified in clauses (i) all amounts required through (iv) of Section 3.03(c), over (B) the excess of (i) the sum of (x) the COLT Collections with respect to be deposited in the Note Distribution Account and Series 20 -SN Lease Assets on such Payment Date, plus (y) the Certificate Distribution Account and Applied Extended Lease Payment Amount for such Payment Date, over (ii) the sum of (x) the amounts withdrawn from the COLT Collection Account with respect to make all distributions such Payment Date pursuant to Section 3.03(b)(iii), plus (y) the Unapplied Extended Lease Payment Amount for such Payment Date, and (II) the Reserve Account Available Amount on the related such Payment Date. (c) On each Payment Date, after the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) to make the following withdrawals, deposits and distributions for receipt by the Servicer or deposit transfers specified in the applicable accountSection 3.03(b) have been made, to the extent of the Available AmountDistribution Amount for such Payment Date, the COLT Indenture Trustee shall make the following distributions from amounts deposited into the COLT Collection Account in the following order of priority: (i) first, to the Servicer, Nonrecoverable Advancesthe Basic Servicing Fee for the related Collection Period (to the extent such Basic Servicing Fee has not been retained by the Servicer pursuant to Section 3.04(b)) and any unpaid Basic Servicing Fees from any preceding Payment Date; (ii) second, to the ServicerCOLT 20 -SN Secured Noteholders, pro rata based on the Secured Note Interest Distributable Amount due on each such COLT 20 -SN Secured Note, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods)Aggregate Secured Note Interest Distributable Amount due on the COLT 20 -SN Secured Notes on such Payment Date; (iii) on a pro rata basisthird, to the Indenture Trustee and COLT 20 -SN Secured Noteholders, pro rata based on the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in Secured Note Principal Balance of each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in fullCOLT 20 -SN Secured Note, the annual amount paid to Secured Note Principal Distributable Amount payable on the Trustees out COLT 20 -SN Secured Notes on such Payment Date or (B) upon the occurrence and during the continuance of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurredDefault, an amount equal to the Aggregate Secured Note Principal Balance; (iv) [Reserved]fourth, to the CARAT Collection Account, the CARAT Collection Account Shortfall Amount, if any, for such Payment Date; (v) on a pro rata basisfifth, to the Note Distribution Reserve Account, an amount necessary to cause the Note Interest Distributable Reserve Account Available Amount (after giving effect to be distributed any withdrawal from the Reserve Account pursuant to Section 3.03(b)(iv) on such Payment Date) to equal the holders of the Notes at their respective Interest RatesReserve Account Required Amount on such Payment Date (or such greater amount that COLT, LLC, in its sole discretion, may have directed in writing with respect to such Payment Date); (vi) sixth, to the Note Distribution AccountServicer, an amount equal to the Note Principal Distributable Amount;Additional Servicing Fee, if any, on such Payment Date; and (vii) seventh, the remainder shall be distributed in accordance with the instructions of the COLT 20 -SN Certificateholder delivered from time to time. (d) The parties hereto hereby agree that this Section 3.03 shall supercede Section 4.1 of the VAULT Trust Agreement with respect to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zeroSeries 20 -SN Lease Assets.

Distributions. (a) On each Deposit DateThe Trustee shall establish and maintain a Certificate Account, in which the Indenture Trustee Master Servicer shall cause to be made (deposited on behalf of the Trustee on or request the Servicer to make, as applicable) the before 5:00 P.M. New York time on each Certificate Account Deposit Date by wire transfer and distribution in of immediately available funds, from the Yield Supplement Account to the Collection Account, funds an amount equal to the Yield Supplement Withdrawal sum of (i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be deposited in the Certificate Account pursuant to Sections 3.11, 3.13, 3.22 or 3.23, (iii) all other amounts constituting the Available Distribution Amount for the immediately succeeding Distribution Date and (iv) any amounts on deposit in the Custodial Account representing Prepayment Charges collected by the Master Servicer (and any Master Servicer Prepayment Charge Payment Amounts paid by, or collected on behalf of the Trust Fund by, the Master Servicer or any Sub-Servicer), other than any such Prepayment Charges or Master Servicer Prepayment Charge Payment Amounts relating to Principal Prepayments that occurred after the end of the related Prepayment Period. On each Distribution Date, prior to making any other distributions referred to in Section 4.01, the Trustee shall withdraw from the Certificate Account and pay itself the Trustee's Fee for such Distribution Date. On each Distribution Date the Trustee shall distribute to each Certificateholder of record as of the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution) either in immediately available funds (by wire transfer or otherwise) to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder has so notified the Trustee at least 5 Business Days prior to the related Record Date, or otherwise by check mailed to such Certificateholder at the address of such Holder appearing in the Certificate Register, such Certificateholder's share (based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder) of the amounts required to be distributed to such Holder pursuant to this Section 4.01. On each Distribution Date, the Trustee shall withdraw from the Certificate Account that portion of Available Distribution Amount for such Distribution Date consisting of the Interest Remittance Amount for such Distribution Date, and make the following disbursements and transfers in the order of priority described below, in each case to the extent of the Interest Remittance Amount remaining for such Distribution Date: (i) to the Holders of the Class A-IO Certificates, the related Monthly Interest Distributable Amount for each such Class for such Distribution Date; (ii) to the Holders of the Class A-IO Certificates, the related Unpaid Interest Shortfall Amount, if any, for each such Payment Class for such Distribution Date; (iii) (a) from the remaining Interest Remittance Amount in respect of the Group I Loans, to the Holders of the Class A-I-1, Class A-I-2, Class A-I-3, Class A-I-4 and Class A-I-5 Certificates, prorata, the related Monthly Interest Distributable Amount for such Class for such Distribution Date, and (b) from the remaining Interest Remittance Amount in respect of the Group II Loans, to the Holders of the Class A-II Certificates, the related Monthly Interest Distributable Amount for such Class for such Distribution Date; (iv) (a) from the remaining Interest Remittance Amount in respect of the Group I Loans, to the Holders of the Class A-I-1, Class A-I-2, Class A-I-3, Class A-I-4 and Class A-I-5 Certificates, prorata, the related Unpaid Interest Shortfall for such Class for such Distribution Date, and (b) from the remaining Interest Remittance Amount in respect of the Group II Loans, to the Holders of the Class A-II Certificates, the related Unpaid Interest Shortfall for such Class for such Distribution Date; (a) from the remaining Interest Remittance Amount in respect of the Group I Loans, to the Holders of the Class A-II Certificates, any remaining Unpaid Interest Shortfall for such Class for such Distribution Date, and (b) from the remaining Interest Remittance Amount in respect of the Group II Loans, to the Holders of the Class A-I-1, Class A-I-2, Class A-I-3, Class A-I-4 and Class A-I-5 Certificates, prorata, any remaining Unpaid Interest Shortfall for such Class for such Distribution Date; (vi) to the Holders of the Class M-1 Certificates, the Monthly Interest Distributable Amount for such Class for such Distribution Date; (vii) to the Holders of the Class M-2 Certificates, the Monthly Interest Distributable Amount for such Class for such Distribution Date; and (viii) to the Holders of the Class B Certificates, the Monthly Interest Distributable Amount for such Class for such Distribution Date. (b) On each Determination Distribution Date (x) prior to the Stepdown Date or (y) on which a Trigger Event is in effect, the Trustee shall withdraw from the Certificate Account an amount equal to the Principal Distribution Amount and distribute to the Certificateholders the following amounts, in the following order of priority, in each case to the extent of the Principal Distribution Amount remaining for such Distribution Date: (i) first, (a) to the Class A-I-1 Certificates, the Class A-I-2 Certificates, the Class A-I-3 Certificates, the Class A-I-4 Certificates and the Class A-I-5 Certificates, sequentially, in that order, the Group I Principal Fraction of the Principal Distribution Amount for such Distribution Date and (b) to the holders of the Class A-II Certificates, the Group II Principal Fraction of the Principal Distribution Amount for such Distribution Date from the Group II Loans, in each case until the Certificate Principal Balances thereof are reduced to zero; provided that if on any Distribution Date, the Servicer shall calculate (i) all amounts required Class A-I Certificates or Class A-II Certificates are no longer outstanding, the Principal Distribution Amount will be allocated to be deposited the Class A-II Certificates and Class A-I Certificates, respectively, in the Note Distribution Account and the Certificate Distribution Account and order described above; (ii) second, to make all distributions on the related Payment Dateholders of the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (iii) third, to the holders of the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (iv) fourth, to the holders of the Class B Certificates, until the Certificate Principal Balance thereof has been reduced to zero. (c) On each Payment DateDistribution Date (x) on or after the Stepdown Date and (y) on which a Trigger Event is not in effect, the Servicer Trustee shall instruct withdraw from the Indenture Trustee in writing (based on Certificate Account an amount equal to the information contained in Principal Distribution Amount and distribute to the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) to make Certificateholders the following deposits and distributions for receipt by the Servicer or deposit in the applicable account, to the extent of the Available Amountamounts, in the following order of priority, in each case to the extent of the Principal Distribution Amount remaining for such Distribution Date: (i) first, the Class A Principal Distribution Amount shall be distributed as follows: (a) to the Class A-I-1 Certificates, the Class A-I-2 Certificates, the Class A-I-3 Certificates, the Class A-I-4 Certificates and the Class A-I-5 Certificates, sequentially, in that order, the Group I Principal Fraction of the Class A Principal Distribution Amount, in each case until the Certificate Principal Balances thereof are reduced to zero, and (b) to the holders of the Class A-II Certificates, the Group II Principal Fraction of the Class A Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; provided that if on any Distribution Date, the Class A-I Certificates or Class A-II Certificates are no longer outstanding, the Class A Principal Distribution Amount will be allocated to the Class A-II Certificates and Class A-I Certificates, respectively, in the order described above, in each case until the Certificate Principal Balances thereof are reduced to zero; (ii) second, to the holders of the Class M-1 Certificates, the Class M-1 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero; (iii) third, to the holders of the Class M-2 Certificates, the Class M-2 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero; and (iv) fourth, to the holders of the Class B Certificates, the Class B Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero. (d) On each Distribution Date, the Net Monthly Excess Cashflow shall be distributed in the following order of priority, in each case to the extent of the Net Monthly Excess Cashflow remaining for such Distribution Date: (i) to the ServicerHolders of the Class or Classes of Certificates then entitled to receive distributions in respect of principal, Nonrecoverable Advancesin an amount equal to any Extra Principal Distribution Amount, payable to such Holders as part of the Principal Distribution Amount as described under Section 4.01(b) or Section 4.01(c) above, as applicable; (ii) to the ServicerHolders of the Class M-1 Certificates, in an amount equal to the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods)Unpaid Interest Shortfall Amount allocable to such Certificates; (iii) on a pro rata basis, to the Indenture Trustee and Holders of the Owner Trustee, any accrued and unpaid Trust Fees and ExpensesClass M-1 Certificates, in each case an amount equal to the extent Allocated Realized Loss Amount allocable to such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurredCertificates; (iv) [Reserved]to the Holders of the Class M-2 Certificates, in an amount equal to the Unpaid Interest Shortfall Amount allocable to such Certificates; (v) on a pro rata basis, to the Note Distribution AccountHolders of the Class M-2 Certificates, the Note Interest Distributable Amount to be distributed in an amount equal to the holders of the Notes at their respective Interest RatesAllocated Realized Loss Amount allocable to such Certificates; (vi) to the Note Distribution AccountHolders of the Class B Certificates, in an amount equal to the Note Principal Distributable AmountUnpaid Interest Shortfall Amount allocable to such Certificates; (vii) to the Certificate Distribution AccountHolders of the Class B Certificates, in an amount equal to the Certificate Interest Distributable Allocated Realized Loss Amount allocable to be distributed to Certificateholderssuch Certificates; (viii) after the Notes have been paid in full, to the Certificate Holders of the Class C Certificates, interest equal to the Monthly Interest Distributable Amount for such Class and principal equal to any remaining Overcollateralization Release Amount for such Distribution Account, the Certificate Principal Distributable AmountDate; (ix) if such Distribution Date follows the Prepayment Period during which occurs the latest date on which a Prepayment Charge may be required to be paid in respect of any Mortgage Loans, to the Reserve FundHolders of the Class P Certificates, in reduction of the amountCertificate Principal Balance thereof, if any, necessary until the Certificate Principal Balance thereof is reduced to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance;zero; and (x) on a pro rata basis, any remaining amounts to the Indenture Holders of the Class R Certificates (in respect of the appropriate Residual Interest). (e) On each Distribution Date, all amounts representing Prepayment Charges in respect of the Mortgage Loans received during the related Prepayment Period and any Master Servicer Prepayment Charge Amounts paid by the Master Servicer during the related Prepayment Period will be withdrawn from the Certificate Account and distributed by the Trustee to the Holders of the Class P Certificates and shall not be available for distribution to the Holders of any other Class of Certificates. The payment of the foregoing amounts to the Holders of the Class P Certificates shall not reduce the Certificate Principal Balances thereof. (f) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating brokerage firm (a "brokerage firm" or "indirect participating firm") for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents. None of the Trustee, the Company or the Master Servicer shall have any responsibility therefor except as otherwise provided by this Agreement or applicable law. (g) The Trustee upon written direction of the Master Servicer, invest or cause the institution maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments designated in the name of the Trustee for the benefit of the Certificateholders, which shall mature not later than the Business Day next preceding the Distribution Date next following the date of such investment and shall not be sold or disposed of prior to maturity. All income and gain realized from any such investment shall be for the benefit of the Trustee and shall be subject to its withdrawal or order from time to time. The amount of any losses incurred in respect of any such investments shall be deposited in the Certificate Account by the Trustee out of its own funds immediately as realized without any right of reimbursement. (h) Except as otherwise provided in Section 9.01, if the Master Servicer anticipates that a final distribution with respect to any Class of Certificates will be made on the next Distribution Date, the Master Servicer shall, no later than the Determination Date in the month of such final distribution, notify the Trustee and the Owner TrusteeTrustee shall, any accrued and unpaid Trust Fees and Expenses remaining no later than two (2) Business Days after application such Determination Date, mail on such date to each Holder of the payments described in clause (iii) above; and (xi) such Class of Certificates a notice to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses that: (i) through (x) above. Notwithstanding the Trustee anticipates that the Notes final distribution with respect to such Class of Certificates will be made on such Distribution Date but only upon presentation and surrender of such Certificates at the office of the Trustee or as otherwise specified therein, and (ii) no interest shall accrue on such Certificates from and after the end of the prior calendar month. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(h) shall not have been paid surrendered for cancellation within six months after the time specified in fullsuch notice, the Indenture Trustee shall continue mail a second notice to maintain the Collection Account hereunder until remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the Pool Balance has final distribution with respect thereto. If within six months after the second notice all such Certificates shall not have been reduced surrendered for cancellation, the Trustee shall take reasonable steps as directed by the Company, or appoint an agent to zerotake reasonable steps, to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in the Trust Fund. If within nine months after the second notice any such Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets which remain subject hereto. No interest shall accrue or be payable to any Certificateholder on any amount held in trust as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(h).

Distributions. (a) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to determine the amounts to be deposited in the Note Distribution Account, the Certificate Distribution Account, the Spread Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment DateYield Supplement Account. (cb) 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 the related Determination Date pursuant to Section 3.104.8) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable accountTrust Account or Certificate Distribution Account, as applicable, by 10:00 a.m. (New York time), to the extent of the Available Total Distribution Amount, in the following order of priority: (i) to the ServicerAdministrator, Nonrecoverable Advancesthe Administration Fee and all unpaid Administration Fees from prior Collection Periods; (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (vi) to the Note Distribution Account, the Class Interest Amount for each Class of Class A Notes; (iii) to the Note Distribution Account, the Class Interest Amount for the Class B Notes; (iv) to the Note Distribution Account, the Class Principal Distributable Amount for each Class of Class A Notes; (v) to the Note Distribution Account, the Class B Noteholders' Monthly Principal Distributable Amount; (vi) to the Spread Account to the extent necessary so that the balance on deposit therein will equal the Specified Spread Account Balance; (vii) to the Certificate Distribution AccountSeller, the Certificate Deferred Purchase Price Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, Amount; and then to the Certificate Distribution Account, the Certificateholders' Interest Distributable Amount; (viii) to the Seller, the Deferred Purchase Price Payment Amount; and then to the Certificate Distribution Account, the Certificateholders' Principal Distributable Amount; (ix) to the Reserve FundServicer, the amountServicing Fee and all unpaid Servicing Fees from prior Collection Periods; provided that if Credit or an Affiliate of Credit is not the Servicer, if any, necessary the amounts described in this clause (xii) will be paid prior to reinstate the balance any other application of funds on deposit in the Reserve Fund up to the Specified Reserve Fund Balance;Collection Account; and (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the Notes have been paid in fullSeller, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zeroremaining Total Distribution Amount.

Distributions. (a) On each Deposit Payment Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution of the amounts set forth in the Servicer's Certificate for such Payment Date from the Collection Account to the Servicer, in immediately available funds, for repayment of Outstanding Advances pursuant to Section 4.4(a). (b) The Servicer shall on or before each Determination Date calculate the Available Collections, the Reserve Account Excess Amount, the Available Funds, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods, if any, the Accrued Class A Note Interest, the Accrued Class B Certificate Interest and the Regular Principal Distribution Amount. In addition, the Servicer shall calculate on or before each Determination Date the difference, if any, between the Total Required Payment and the Available Funds and, pursuant to Section 4.5(b), the Indenture Trustee shall withdraw funds from the Yield Supplement Reserve Account to the Collection Account, in an amount equal to the Yield Supplement Withdrawal Amount, lesser of such difference (if any, for positive) or the balance of such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment DateReserve Account. (c) 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 3.10) 3.9), to make the following deposits withdrawals from the Collection Account and make deposits, distributions for receipt by the Servicer or deposit in the applicable accountand payments, to the extent of Available Funds for such Payment Date (plus funds, if any, deposited in the Available AmountCollection Account from the Reserve Account pursuant to Section 4.5(b)), in the following order of priority: (i) first, to the Servicer, Nonrecoverable Advancesthe Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (ii) second, to the ServicerNoteholders, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods)Accrued Class A Note Interest for such Payment Date; provided that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis; (iii) on third, to the Noteholders, the Priority Note Principal Payment, if any, for such Payment Date to be distributed in the same priority as described under Section 4.6(d) of this Agreement; (iv) fourth, to the Certificate Distribution Account, the Accrued Class B Certificate Interest for such Payment Date; (v) fifth, to the Principal Distribution Account, the Regular Principal Distribution Amount (less any amounts distributed under clause (iii) above) for such Payment Date; (vi) sixth, if such Payment Date is a pro rata basisFinal Scheduled Payment Date for any Class, to the Principal Distribution Account, the amount necessary to reduce the remaining principal amount of such Class to zero; (vii) seventh, to the Reserve Account, the amount, if any, required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance for such Payment Date; (viii) eighth, to the Indenture Trustee and the Owner Trustee, any accrued all amounts due for fees, expenses and unpaid indemnification pursuant to Section 6.7 of the Indenture or Section 7.1 of the Trust Fees Agreement, respectively, and Expensesnot previously paid; and (ix) ninth, in each case to the extent Depositor, any remaining Available Funds for such fees and expenses have not been previously paid by Payment Date. Notwithstanding the Servicer, foregoing in its capacity as Administrator, until this Section 4.6(c), (A) if the Class A Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as accelerated after an Event of Default has specified in Section 5.1(iii) of the Indenture, then the Available Funds shall instead be applied in the following order of priority: (1) to the Indenture Trustee and the Owner Trustee, all amounts due for fees, expenses and indemnification under Section 6.7 of the Indenture, Section 7.1 of the Trust Agreement and Section 6.2 of this Agreement, respectively, and not occurredpreviously paid; (iv2) [Reserved]to the Servicer, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (v3) to the Noteholders, the Accrued Class A Note Interest for such Payment Date; provided that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis, ; (4) to the Noteholders, the Priority Note Principal Payment, if any, for such Payment Date to be distributed in the same manner as described under Section 4.6(d) of this Agreement; (5) to the Certificate Distribution Account, the Note Accrued Class B Certificate Interest Distributable Amount to be distributed for such Payment Date; (6) first, to the holders of the Class A-1 Notes at their respective Interest Ratesin reduction of principal until the principal amount of the Class A-1 Notes has been paid in full and then to the holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes on a pro rata basis in reduction of principal until the principal amount of such Class A Notes has been paid in full; (vi) to the Note Distribution Account, the Note Principal Distributable Amount; (vii7) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders;Balance of the Class B Certificates; and (viii8) to the Depositor, any remaining Available Funds for such Payment Date; and (B) after if the Class A Notes have been paid accelerated after an Event of Default specified in fullSection 5.1(i), to (ii), (iv) or (v) of the Certificate Distribution AccountIndenture, then the Certificate Principal Distributable Amount;Available Funds shall instead be applied in the following order of priority: (ix1) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued all amounts due for fees, expenses and unpaid Trust Fees and Expenses remaining after application indemnification under Section 6.7 of the payments described Indenture, Section 7.1 of the Trust Agreement and Section 6.2 of this Agreement, respectively, and not previously paid; (2) to the Servicer, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (3) to the Noteholders, the Accrued Class A Note Interest for such Payment Date; provided that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis; (4) first, to the holders of the Class A-1 Notes in clause reduction of principal until the principal amount of the Class A-1 Notes has been paid in full and then to the holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes on a pro rata basis in reduction of principal until the principal amount of such Class A Notes has been paid in full; (iii5) aboveto the Certificate Distribution Account, the sum of (x) the Accrued Class B Certificate Interest for such Payment Date and (y) the Certificate Balance of the Class B Certificates; and (xi6) to the Depositor, any remaining Available Amount remaining Funds for such Payment Date. (after giving effect to d) If the reduction Notes have not been accelerated because of an Event of Default, then on each Payment Date the Servicer shall instruct the Indenture Trustee (based on the information contained in the Available Amount described Servicer's Certificate delivered on or before the related Determination Date pursuant to Section 3.9), to withdraw the funds deposited in clauses the Principal Distribution Account on such Payment Date and make distributions and payments in the following order of priority: (i) through (x) above. Notwithstanding that first, to the holders of the Class A-1 Notes have on a pro rata basis in reduction of principal until the principal amount of the Class A-1 Notes has been paid in full; (ii) second, to the Indenture Trustee shall continue to maintain holders of the Collection Account hereunder Class A-2 Notes on a pro rata basis in reduction of principal until the Pool principal amount of the Class A-2 Notes has been paid in full; (iii) third, to the holders of the Class A-3 Notes on a pro rata basis in reduction of principal until the principal amount of the Class A-3 Notes has been paid in full; (iv) fourth, to the holders of the Class A-4 Notes on a pro rata basis in reduction of principal until the principal amount of the Class A-4 Notes has been paid in full; and (v) fifth, to the Certificate Distribution Account in reduction of the Certificate Balance of the Class B Certificates until the Certificate Balance of the Class B Certificates has been reduced to zero. Any funds remaining on deposit in the Principal Distribution Account shall be paid to the Indenture Trustee and the Owner Trustee to the extent, if any, of amounts due to them hereunder that are unpaid and then to the Depositor. If the Notes have been accelerated because of an Event of Default, then on each Payment Date the Servicer shall instruct the Indenture Trustee (based on the information contained in the Servicer's Certificate delivered on or before the related Determination Date pursuant to Section 3.9), to withdraw the funds deposited in the Principal Distribution Account on such Payment Date and pay them to the holders of the Class A-1 Notes until the principal amount of the Class A-1 Notes has been paid in full and then to the holders of the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes on a pro rata basis in reduction of principal until the principal amount of the Notes has been paid in full.

Distributions. (a) On each Deposit Determination Date, the Indenture Trustee Administrator shall cause calculate all amounts required to determine the amounts to be made (or request deposited in the Servicer to make, as applicable) the transfer and distribution in immediately available funds, Collection Account from the Yield Supplement Cash Capitalization Account and the Reserve Account and the amounts to be distributed therefrom on the related Distribution Date. On the fifth Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall calculate all amounts required to determine the amounts to be deposited in the Collection Account, an amount equal Account from the Cash Capitalization Account and the Reserve Account and the amounts to be distributed therefrom on the Yield Supplement Withdrawal Amount, if any, for such related Monthly Servicing Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) On each Payment Date, the Servicer The Administrator shall instruct the Indenture Trustee in writing no later than the second Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date (based on the information contained in the Administrator’s Certificate and the related Servicer’s Certificate Report delivered pursuant to Sections 3.01 (a) and (b)) to distribute to the Servicer, by 1:00 p.m. (New York time) on such Monthly Servicing Payment Date, from and to the extent of Available Funds on deposit in the Collection Account, the Primary Servicing Fee due with respect to the preceding calendar month, and the Indenture Trustee shall comply with such instructions. (c) The Administrator shall instruct the Indenture Trustee in writing no later than the second Business Day preceding each Distribution Date (based on the information contained in the Administrator’s Certificate and the related Determination Date Servicer’s Report delivered pursuant to Section 3.10Sections 3.01(a) and 3.01(c)) to make the following deposits and distributions for receipt to the Persons or to the account specified below by 1:00 p.m. (New York time) on such Distribution Date (to the Servicer or deposit in extent that funds are not required to be distributed pursuant to Section 5.04(b) of the applicable accountIndenture), to the extent of the amount of Available AmountFunds in the Collection Account plus amounts transferred to the Collection Account pursuant to Section 2.08 of this Agreement, in the following order of priority, and the Indenture Trustee shall comply with such instructions: (i) to the Servicer, Nonrecoverable Advancesthe Primary Servicing Fee due on such Distribution Date; (ii) to the ServicerAdministrator, the Total Servicing Administration Fee (including due on such Distribution Date, plus any unpaid Total Servicing Administration Fees from one or more prior Collection Periods)previous Distribution Dates; (iii) on a pro rata basis, pari passu to the Indenture Trustee and the Owner TrusteeSwap Counterparties, any accrued and unpaid Trust Fees and Expenses, in each case Swap Payments payable by the Issuer to the extent Swap Counterparties under the Swap Agreements for such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurredDistribution Date; (iv) [Reserved]pro rata, based on the Outstanding Amount of the Notes and the amount of any Swap Termination Payments due and payable by the Issuer to the Swap Counterparties under this clause (iv): (A) to the Class A Noteholders, the Class A Noteholders’ Interest Distribution Amount; and (B) to the Swap Counterparties, the amount of any Swap Termination Payment due to the Swap Counterparties under the Swap Agreements due to a Termination Event or Event of Default (as defined in the related Swap Agreement) resulting from a “Failure to Pay or Deliver” by the Trust under Section 5(a)(i), a “Cross Default” as applies to the Trust under Section 5(a)(vi) or a “Bankruptcy” of the Trust under Section 5(a)(vii), each of the related Swap Agreement; provided, that if any amounts allocable to the Class A Notes are not needed to pay the Class A Noteholders’ Interest Distribution Amount as of such Distribution Date, such amounts shall be applied to pay the portion, if any, of any Swap Termination Payments referred to above remaining unpaid; (v) on a pro rata basis, to the Note Principal Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest RatesFirst Priority Principal Distribution Amount, if any; (vi) to the Note Distribution AccountClass B Noteholders, the Note Principal Distributable Class B Noteholders’ Interest Distribution Amount; (vii) to the Certificate Principal Distribution Account, the Certificate Interest Distributable Amount to be distributed to CertificateholdersSecond Priority Principal Distribution Amount, if any; (viii) after the Notes have been paid in full, to the Certificate Distribution AccountClass C Noteholders, the Certificate Principal Distributable Class C Noteholders’ Interest Distribution Amount; (ix) to the Reserve FundPrincipal Distribution Account, the amountThird Priority Principal Distribution Amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and Reserve Account, the Owner Trusteeamounts, any accrued and unpaid Trust Fees and Expenses remaining after application if any, required to reinstate the balance of the payments described in clause (iii) above; andReserve Account to the Specified Reserve Account Balance; (xi) to the DepositorPrincipal Distribution Account, the Regular Principal Distribution Amount, if any; (xii) to the Servicer, all Carryover Servicing Fees, if any; (xiii) pari passu to the Swap Counterparties, the amount of any Swap Termination Payments owed by the Issuer to the Swap Counterparties under the Swap Agreements and not payable in clause (iv) above; (xiv) to the Principal Distribution Account, the Additional Principal Distribution Amount, if any; and (xv) to the Excess Distribution Certificateholders, any Available Amount remaining funds. (after giving effect d) The Administrator shall instruct the Indenture Trustee to make the reduction in following distributions from the Available Amount described in clauses Principal Distribution Account on each Distribution Date: (i) through With respect to each Distribution Date (x) abovebefore the Stepdown Date or (y) with respect to which a Trigger Event is in effect, to pay Holders of the Class A Notes 100% of the Principal Distribution Amount for such Distribution Date, such amount to be paid sequentially first, to the Class A-1 Notes, second, to the Class A-2 Notes, third, to the Class A-3 Notes, and fourth, to the Class A-4 Notes, until the Class A Note Balance has been reduced to zero. Notwithstanding Once the Class A Note Balance has been reduced to zero, to pay the Holders of the Class B Notes 100% of the Principal Distribution Amount for that Distribution Date until the Notes have Class B Note Balance has been paid reduced to zero; provided, however, that on any Distribution Date on which the Class A Note Parity Trigger is in fulleffect, the Indenture Trustee shall continue distribute the Class A Noteholders’ Principal Distribution Amount, pro rata, to maintain the Collection Account hereunder Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes based on their Outstanding Amount, until the Pool Class A Note Balances have been reduced to zero. Once the Class B Note Balance has been reduced to zero, to pay the Holders of the Class C Notes 100% of the Principal Distribution Amount for that Distribution Date until the Class C Note Balance has been reduced to zero. (ii) On each Distribution Date (x) on or after the Stepdown Date and (y) as long as a Trigger Event is not in effect, the Indenture Trustee shall pay the Holders of all Classes of Notes payments of principal, in the order of priority and in the amounts set forth below to the extent funds are available in the Principal Distribution Account: (A) an amount up to the Class A Noteholders’ Principal Distribution Amount sequentially first, to the Class A-1 Notes, second, to the Class A-2 Notes, third, to the Class A-3 Notes, and fourth, to the Class A-4 Notes, until the Class A Note Balances thereof have been reduced to zero; provided, however, that on any Distribution Date on which the Class A Note Parity Trigger is in effect, the Indenture Trustee shall distribute the Class A Noteholders’ Principal Distribution Amount, pro rata, to the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes based on their Outstanding Amount, until the Class A Note Balances thereof have been reduced to zero; (B) amounts remaining in the Principal Distribution Account up to the related Class B Noteholders’ Principal Distribution Amount to the Class B Notes, until the Class B Note Balance thereof has been reduced to zero; (C) amounts remaining in the Principal Distribution Account up to the related Class C Noteholders’ Principal Distribution Amount to the Class C Notes, until the Class C Note Balance thereof has been reduced to zero; and (D) amounts remaining in the Principal Distribution Amount sequentially, to the Class C Notes until the Class C Note Balance has been reduced to zero, then to the Class B Notes until the Class B Note Balance has been reduced to zero, then to the Class A Notes until the Class A Note Balance has been reduced to zero.

Distributions. (ai) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and Account. (ii) to make all distributions on the related Payment Date. (c) On each Payment Distribution Date, the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s 's Certificate delivered on the related Payment Determination Date pursuant to Section 3.104.09) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable accountaccount by 11:00 A.M. (New York time), to the extent of the Available Total Distribution Amount, in the following order of priority: (iA) to the Servicer, Nonrecoverable Advances; (ii) to from the ServicerInterest Distribution Amount, the Total Servicing Fee (including any and all unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (viB) to the Note Distribution Account, from the Total Distribution Amount remaining after the application of clause (A), the Noteholders' Interest Distributable Amount; (C) to the Note Distribution Account, from the Total Distribution Amount remaining after the application of clauses (A) and (B), the Noteholders' Principal Distributable Amount; (viiD) to if all of the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viiiconditions set forth in Section 5.06(b) after the Notes have been paid in fullare satisfied, to the Certificate Distribution Account, from the Certificate Principal Distributable AmountTotal Distribution Amount remaining after the application of clauses (A) through (C), the Cash Release Amount for such Distribution Date; (ixE) to the Reserve FundAccount, from the Total Distribution Amount remaining after the application of clauses (A) through (D) (it being understood that the Accelerated Principal Distribution Amount is a function of and subject to the amount required to be deposited in the Reserve Account pursuant to this clause (E)), the amount, if any, necessary to reinstate the balance in the Reserve Fund Account up to the Specified Reserve Fund Account Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xiF) to the DepositorCertificate Distribution Account, any Available the portion, if any, of the Total Distribution Amount remaining (after giving effect to the reduction in the Available Amount described in application of clauses (iA) through (x) aboveE). Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been is reduced to zero. (b) The distribution of a Cash Release Amount pursuant to Section 5.06(a)(ii)(D) and the release of Receivables from the lien of the Indenture pursuant to Section 5.06(c) on a Distribution Date shall be subject to the satisfaction of all of the following conditions: (i) no such distribution or release shall be made until the First Release Distribution Date; (ii) subject to condition (iii) below, the aggregate Principal Balance of Receivables released in respect of such Distribution Date shall equal (x) the [Overcollateralization Amount for such Distribution Date less (y) the Targeted Overcollateralization Amount]; (iii) the aggregate amount of Cash Release Amounts distributed pursuant to Section 5.06(a)(ii)(D) and the aggregate Principal Balance of Receivables released pursuant to Section 5.06(c) shall not exceed the [Initial Overcollateralization Amount]; and (iv) the entire amount of the Noteholders' Principal Distribution Amount for such Distribution Date is distributed pursuant to Section 5.06(a)(ii)(c). (c) If on any Distribution Date all of the conditions in Section 5.06(b) will be satisfied, then on the related Payment Determination Date the Servicer shall notify the Owner Trustee of such fact and instruct the Indenture Trustee to release from the lien of the Indenture and transfer to the Trust, free and clear of the lien of the Indenture, Receivables having the aggregate Principal Balance specified in Section 5.06(b)(ii). The Servicer shall randomly select the Receivables to be released.

Distributions. (a) On each Deposit Distribution Date, the Indenture Trustee shall cause to be made transferred: (i) From the Payahead Account, or request from the Servicer in the event that the second and third sentences of Section 5.01(c)(ii) are applicable, to makethe Collection Account, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement aggregate previous Payaheads to be applied to Scheduled Payments for the related Collection Period on, or as prepayments in full of, Precomputed Receivables or prepayments for the related Collection Period, pursuant to Sections 5.03 and 5.04, in the amounts set forth in the Servicer's Certificate delivered on the related Determination Date. A single, net transfer may be made. (ii) From the Collection Account to the Distribution Account, in immediately available funds, the entire amount then on deposit in the Collection Account; provided, an amount equal however, that in the event that the Servicer is required to make deposits to the Yield Supplement Withdrawal AmountCollection Account on a daily basis pursuant to Section 5.02, if any, the amount of the funds transferred from the Collection Account to the Distribution Account will include only those funds that were deposited in the Collection Account for the Collection Period related to such Payment Distribution Date. (b) On or prior to each Determination Date, the Servicer shall calculate (i) all the Total Distribution Amount, the Interest Distribution Amount, the Principal Distribution Amount, the Class A Distributable Amount, and the Class B Distributable Amount, and, based on the Total Distribution Amount and the other amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions distributed on the related Payment Distribution Date, determine the amount distributable to Holders of each class of Certificates. (c) On each Payment Distribution Date, the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 3.105.09) to make the following deposits and distributions for receipt by the Servicer or shall distribute amounts on deposit in the applicable accountDistribution Account and, to if applicable, the extent of the Available AmountReserve Account, in the following order of prioritymanner and priority set forth below: (i) to the Servicer, Nonrecoverable Advancesfrom the Interest Distribution Amount, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (ii) to the ServicerClass A Certificateholders: (A) from the Class A Percentage of the Interest Distribution Amount (as such Interest Distribution Amount has been reduced by Servicing Fee payments), the Total Servicing Fee sum of the Class A Interest Distributable Amount and the Class A Interest Carryover Shortfall as of the close of the preceding Distribution Date; (including any unpaid Total Servicing Fees B) from one or more prior Collection Periodsthe Class A Percentage of the Principal Distribution Amount (other than the portion thereof attributable to Realized Losses), the sum of the Class A Principal Distributable Amount and the Class A Principal Carryover Shortfall as of the close of the preceding Distribution Date; (iii) on a pro rata basis, to the Indenture Trustee Class B Certificateholders: (A) from the Class B Percentage of the Interest Distribution Amount (as such Interest Distribution Amount has been reduced by Servicing Fee payments), the sum of the Class B Interest Distributable Amount and the Owner TrusteeClass B Interest Carryover Shortfall as of the close of the preceding Distribution Date; and (B) from the Class B Percentage of the Principal Distribution Amount, the sum of the Class B Principal Distributable Amount and the Class B Principal Carryover Shortfall as of the close of the preceding Distribution Date. (d) The rights of the Class B Certificateholders to 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 and the rights of the Servicer to receive the Servicing Fee (and any accrued and unpaid Trust Servicing Fees and Expenses, from prior Collection Periods) in each case to the extent such fees and expenses have not been previously paid by event of delinquency or defaults on the Servicer, in its capacity as Administrator, until the Notes have been paid in fullReceivables. In addition, the annual amount paid Class A Certificateholders and the Class B Certificateholders shall have the respective rights to receive funds from the Trustees out Reserve Account in the order of priority set forth below. Such subordination and withdrawals from the Reserve Account shall be effected as follows, and all payments shall be effected by applying funds in the following order: (i) If the Class A Percentage of the Available Interest Distribution Amount allocation (as described such Interest Distribution Amount has been reduced by Servicing Fee payments) is less than the sum of the Class A Interest Distributable Amount and any Class A Interest Carryover Shortfall from the preceding Distribution Date, the Class A Certificateholders shall be entitled to receive distributions in this clause respect of such deficiency first, from the Class B Percentage of the Interest Distribution Amount; second, if such amounts are insufficient, from amounts on deposit in the Reserve Account; and third, if such amounts are insufficient, from the Class B Percentage of the Principal Distribution Amount (other than the portion thereof attributable to Realized Losses). (ii) If the Class A Percentage of the Principal Distribution Amount (other than the portion thereof attributable to Realized Losses) is less than the sum of the Class A Principal Distributable Amount and the Class A Principal Carryover Shortfall from the preceding Distribution Date, the Class A Certificateholders shall be entitled to receive distributions in respect of such deficiency first, from the Class B Percentage of the Principal Distribution Amount (other than the portion thereof attributable to Realized Losses); second, if such amounts are insufficient, from amounts on deposit in the Reserve Account; and third, if such amounts are insufficient, from the Class B Percentage of the Interest Distribution Amount. (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved] (v) on a pro rata basis, to If the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders Class B Percentage of the Notes at their respective Interest Rates; (vi) to Distribution Amount, less the Note Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amountportion thereof, if any, necessary distributed to reinstate the balance Class A Certificateholders pursuant to clause (i) above, is less than the Class B Interest Distributable Amount, the Class B Certificateholders shall be entitled to receive such deficiency from amounts on deposit in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining Account (after giving effect to the reduction in the Available Amount described in any withdrawals therefrom pursuant to clauses (i) through and (xii) above. Notwithstanding that ). (iv) If the Notes have been paid in fullClass B Percentage of the Principal Distribution Amount (other than the portion thereof attributable to Realized Losses), less the portion thereof, if any, distributed to the Class A Certificateholders pursuant to clause (ii) above, is less than the Class B Principal Distributable Amount, the Indenture Class B Certificateholders shall be entitled to receive such deficiency from amounts on deposit in the Reserve Account (after giving effect to any withdrawals therefrom pursuant to clauses (i), (ii) and (iii) above). (e) On each Distribution Date, the Trustee shall continue to maintain distribute any amounts remaining in the Collection Distribution Account hereunder after making the distributions described in Sections 5.06(c) and (d) above in the following amounts and in the following order of priority: (i) into the Reserve Account until the Pool amount on deposit therein equals the Specified Reserve Account Balance has been reduced and (ii) to zerothe Depositor. (f) Subject to Section 11.01 respecting the final payment upon retirement of each Certificate, the Servicer shall on each Distribution Date instruct the Trustee to distribute 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 Certificateholder shall have provided to the Servicer appropriate instructions prior to such Distribution Date and such Holder's Certificates of either Class in the aggregate evidence a denomination of not less than $1,000,000, or, if not, by check mailed to such Certificateholder at the address of such Holder appearing in the Certificate Register, the amounts to be distributed to such Certificateholder pursuant to such Holder's Certificates.

Distributions. (ai) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and Account. (ii) to make all distributions on the related Payment Date. (c) On each Payment Distribution Date, the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s 's Certificate delivered on the related Payment Determination Date pursuant to Section 3.104.09) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable accountaccount by 11:00 A.M. (New York time), to the extent of the Available Total Distribution Amount, in the following order of priority: (iA) to the Servicer, Nonrecoverable Advances; (ii) to from the ServicerInterest Distribution Amount, the Total Servicing Fee (including any and all unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (viB) to the Note Distribution Account, from the Total Distribution Amount remaining after the application of clause (A), the Noteholders' Interest Distributable Amount; (C) to the Note Distribution Account, from the Total Distribution Amount remaining after the application of clauses (A) and (B), the Noteholders' Principal Distributable Amount; (viiD) to if all of the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viiiconditions set forth in Section 5.06(b) after the Notes have been paid in fullare satisfied, to the Certificate Distribution Account, from the Certificate Principal Distributable AmountTotal Distribution Amount remaining after the application of clauses (A) through (C), the Cash Release Amount for such Distribution Date; (ixE) to the Reserve FundAccount, from the Total Distribution Amount remaining after the application of clauses (A) through (D) (it being understood that the Accelerated Principal Distribution Amount is a function of and subject to the amount required to be deposited in the Reserve Account pursuant to this clause (E)), the amount, if any, necessary to reinstate the balance in the Reserve Fund Account up to the Specified Reserve Fund Account Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xiF) to the DepositorCertificate Distribution Account, any Available the portion, if any, of the Total Distribution Amount remaining (after giving effect to the reduction in the Available Amount described in application of clauses (iA) through (x) aboveE). Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been is reduced to zero. (b) The distribution of a Cash Release Amount pursuant to Section 5.06(a)(ii)(D) and the release of Receivables from the lien of the Indenture pursuant to Section 5.06(c) on a Distribution Date shall be subject to the satisfaction of all of the following conditions: (i) no such distribution or release shall be made until the First Release Date; (ii) subject to condition (iii) below, the aggregate Principal Balance of Receivables released in respect of such Distribution Date shall equal (x) the Overcollateralization Amount for such Distribution Date less (y) the Targeted Overcollateralization Amount; (iii) the aggregate amount of Cash Release Amounts distributed pursuant to Section 5.06(a)(ii)(D) and the aggregate Principal Balance of Receivables released pursuant to Section 5.06(c) shall not exceed the Initial Overcollateralization Amount; and (iv) the entire amount of the Noteholders' Principal Distribution Amount for such Distribution Date is distributed pursuant to Section 5.06(a)(ii)(c). (c) If on any Distribution Date all of the conditions in Section 5.06(b) will be satisfied, then on the related Payment Determination Date the Servicer shall notify the Owner Trustee of such fact and instruct the Indenture Trustee to release from the lien of the Indenture and transfer to the Trust, free and clear of the lien of the Indenture, Receivables having the aggregate Principal Balance specified in Section 5.06(b)(ii). The Servicer shall randomly select the Receivables to be released.

Distributions. (a) On each Deposit Distribution Date, the Indenture Trustee shall cause to be made the following transfers and distributions in the amounts set forth in the Servicer's Certificate for such Distribution Date: 17 (i) From the Payahead Account, or request from the Servicer in the event the provisions of Section 4.1(e) above are applicable, to makethe Collection Account, as applicable) the transfer and distribution in immediately available funds, from (x) the Yield Supplement Account to portion of Payaheads constituting Scheduled Payments or prepayments in full, required by Sections 4.3 and 4.4(a), and (y) the Collection Account, an amount equal to the Yield Supplement Withdrawal AmountPayahead Balance, if any, relating to any Purchased Receivable. (ii) From the Collection Account to the Payahead Account, or to the Servicer in the event the provisions of Section 4.1(e) above are appli- cable, in immediately available funds, the aggregate Payaheads required by Section 4.3 for the Collection Period related to such Payment Distribution Date. (iii) From the Collection Account to the Servicer, in immediately available funds, repayment of Outstanding Advances pursuant to Sections 4.4(a) and (b). (b) On Prior to each Determination Distribution Date, the Servicer shall on or before each Determination Date calculate the Available Collections, the Reserve Account Release Amount, the Available Funds, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods, if any, the Accrued Class A Note Interest, the First Priority Principal Distribution Amount, the Accrued Class B Note Interest, the Second Priority Principal Distribution Amount, the Accrued Class C Certificate Interest, the Accrued Class D Certificate Interest and the Regular Principal Distribution Amount. In addition, the Servicer shall calculate on or before each Determination Date the difference, if any, between the Total Required Payment and the Available Funds and, pursuant to Section 4.5(b), the Indenture Trustee shall withdraw funds from the Reserve Account in the amount of such difference (if positive). On or before the Determination Date immediately preceding the Final Scheduled Distribution Date with respect to any Class of Notes or either Class of Certificates, the Servicer shall calculate the difference, if any, between (i) all amounts the amount required to be deposited pay such Class of Notes or such Class of Certificates in full in accordance with the Note Distribution Account priorities set forth in Sections 4.6(c) and the Certificate Distribution Account (d), and (ii) the sum of the Available Funds plus the amount withdrawn from the Reserve Account in accordance with the preceding sentence, and pursuant to make all distributions Section 4.5(b), the Indenture Trustee shall withdraw funds from the Reserve Account in the amount of such difference (if positive). The Servicer also shall calculate, on or before each Determination Date, (i) the related Payment Datesum of the Available Funds plus the amounts withdrawn from the Reserve Account in accordance with the two immediately preceding sentences plus the amount remaining on deposit in the Reserve Account after the withdrawal of such amounts, and (ii) the amount required to pay the Servicing Fee and principal and interest of each Class of Notes and Certificates in full in accordance with the priorities set forth in Sections 4.6(c) and (d), and, if the amount determined pursuant to clause (i) of this sentence is greater than the amount determined pursuant to clause (ii) of this sentence, the Indenture Trustee, pursuant to Section 4.5(b), shall withdraw funds from the Reserve Account in an amount which is, together with Available Funds and the amounts withdrawn from the Reserve Account in accordance with the two immediately preceding sentences, sufficient to pay the amount specified in clause (ii) of this sentence. (c) On each Payment Distribution Date, the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s 's Certificate delivered on or 18 before the related Determination Date pursuant to Section 3.10) 3.9), to make the following deposits withdrawals from the Collection Account and make deposits, distributions for receipt by the Servicer or deposit in the applicable accountand payments, to the extent of funds on deposit in the Available AmountCollection Account with respect to the Collection Period preceding such Distribution Date (including funds, if any, deposited therein from the Reserve Account pursuant to Section 4.5(b) and from the Payahead Account pursuant to this Section 4.6), in the following order of priority: (i) first, to the Servicer, Nonrecoverable Advancesthe Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (ii) second, to the ServicerNoteholders of Class A Notes, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods)Accrued Class A Note Interest; provided that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis; (iii) third, to the Principal Distribution Account, the First Priority Principal Distribution Amount; (iv) fourth, to the Noteholders of Class B Notes, the Accrued Class B Note Interest; provided that if there are not sufficient funds available to pay the entire amount of the Accrued Class B Note Interest, the amounts available shall be applied to the payment of such interest on the Class B Notes on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved] (v) on a pro rata basisfifth, to the Note Principal Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest RatesSecond Priority Principal Distribution Amount; (vi) sixth, to the Note Certificate Interest Distribution Account, the Note Principal Distributable AmountAccrued Class C Certificate Interest; (vii) seventh, to the Certificate Interest Distribution Account, the Accrued Class D Certificate Interest Distributable Amount to be distributed to Certificateholders;Interest. (viii) after the Notes have been paid in fulleighth, to the Certificate Distribution Reserve Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary required to reinstate the balance amount in the Reserve Fund Account up to the Specified Reserve Fund Balance; (ix) ninth, to the Principal Distribution Account, the Regular Principal Distribution Amount; and (x) tenth, to the Seller, any funds remaining on deposit in the Collection Account with respect to the Collection Period preceding such Distribution Date. Notwithstanding the foregoing, (A) following the occurrence and during the continuation of an Event of Default specified in Section 5.1(i) or (ii) of the Indenture or an Insolvency Event with respect to the Issuer, in each case which has resulted in an acceleration of the Notes, or following an Insolvency Event or a dissolution with respect to the Seller or the General Partner, the Servicer shall instruct the Indenture Trustee to transfer the funds on deposit in the Collection Account remaining after the application of clauses (i) and (ii) above to the Principal Distribution Account to the extent necessary to reduce the principal amount of all the Notes to zero, (B) following the occurrence and during the continuation of any other Event of Default, which has resulted in an acceleration of the Notes, the Servicer shall instruct the Indenture Trustee to 19 transfer the funds on deposit in the Collection Account remaining after the application of clauses (i), (ii), (iii) and (iv) above to the Principal Distribution Account to the extent necessary to reduce the principal amount of all the Notes to zero, and (C) in the case of an event described in clause (A) or (B), the Certificateholders will not receive any distributions of principal or interest until the principal amount and accrued interest on all the Notes has been paid in full. (d) On each Distribution Date, the Servicer shall instruct the Indenture Trustee (based on the information contained in the Servicer's Certificate delivered on or before the related Determination Date pursuant to Section 3.9), to withdraw the funds on deposit in the Principal Distribution Account with respect to the Collection Period preceding such Distribution Date and make distributions and payments in the following order of priority: (i) first, to the Noteholders of the Class A-1 Notes in reduction of principal until the principal amount of the outstanding Class A-1 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the outstanding Class A-1 Notes in full, the amounts available shall be applied to the payment of principal on the Class A-1 Notes on a pro rata basis; (ii) second, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application Noteholders of the payments described Class A-2 Notes in clause (iii) above; and (xi) to reduction of principal until the Depositor, any Available Amount remaining (after giving effect to principal amount of the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that the outstanding Class A-2 Notes have has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the outstanding Class A-2 Notes in full, the Indenture Trustee amounts available shall continue be applied to maintain the Collection Account hereunder payment of principal on the Class A-2 Notes on a pro rata basis; (iii) third, to the Noteholders of the Class A-3 Notes in reduction of principal until the Pool principal amount of the outstanding Class A-3 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the outstanding Class A-3 Notes in full, the amounts available shall be applied to the payment of principal on the Class A-3 Notes on a pro rata basis; (iv) fourth, to the Noteholders of the Class A-4 Notes in reduction of principal until the principal amount of the outstanding Class A-4 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the outstanding Class A-4 Notes in full, the amounts available shall be applied to the payment of principal on the Class A-4 Notes on a pro rata basis; (v) fifth, to the Noteholders of the Class A-5 Notes in reduction of principal until the principal amount of the outstanding Class A-5 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the outstanding Class A-5 Notes in full, the amounts available shall be applied to the payment of principal on the Class A-5 Notes on a pro rata basis; (vi) sixth, to the Noteholders of the Class A-6 Notes in reduction of principal until the principal amount of the outstanding Class A-6 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the outstanding Class A-6 Notes in full, the amounts available shall be applied to the payment of principal 20 on the Class A-6 Notes on a pro rata basis; (vii) seventh, to the Noteholders of the Class B Notes in reduction of principal until the principal amount of the outstanding Class B Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the outstanding Class B Notes in full, the amounts available shall be applied to the payment of principal on the Class B Notes on a pro rata basis; (viii) eighth, to the Certificate Principal Distribution Account, in reduction of the Certificate Balance of the Class C Certificates, until the Certificate Balance of the Class C Certificates has been reduced to zero; (ix) ninth, to the Certificate Principal Distribution Account, in reduction of the Certificate Balance of the Class D Certificates, until the Certificate Balance of the Class D Certificates has been reduced to zero; and (x) tenth, to the Seller, any funds remaining on deposit in the Principal Distribution Account.

Distributions. (a) On each Deposit DatePayment Date prior to an Acceleration Event (as defined below), the Indenture Trustee shall cause to be made (or request disburse the Servicer to make, as applicable) the transfer and distribution Available Funds in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) 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 the related Determination Date pursuant to Section 3.10) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable account, to the extent of the Available AmountReport, in the following order of priority: (i) to the ServicerTrustee, Nonrecoverable Advancesthe Trustee Fee, plus any accrued and unpaid Trustee Fees from any prior Due Periods and, reimbursement to the Trustee of reasonable expenses incurred during the related Due Period; (ii) if TWRI is no longer the Master Servicer, to the Master Servicer, the Total Servicing Fee (including Master Servicer Fee, plus any accrued and unpaid Total Servicing Master Servicer Fees from one or more any prior Collection Due Periods); (iii) on a pro rata basis, to the Indenture Trustee and the Owner TrusteeNoteholders, interest in an amount equal to Note Interest Payment Amount, plus any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Note Interest Payment Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurredfrom prior Due Periods; (iv) [Reserved]to the Noteholders, in reduction of the Outstanding Principal Amount of the Notes, an amount equal to the Note Principal Payment Amount; (v) on a pro rata basisso long as TWRI is the Master Servicer, to the Note Distribution AccountMaster Servicer, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest RatesMaster Servicer Fee, plus any accrued and unpaid Master Servicer Fees from any prior Due Periods; (vi) to the Note Distribution remaining funds in the Collection Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate or at the direction of the Borrower. (b) On each Payment Date occurring upon or after the occurrence of an Event of Default specified in this Indenture or the Credit Agreement upon which the Outstanding Principal Amount of the Notes has been accelerated in accordance with Section 6.2 of this Indenture (each, an "Acceleration Event"), the Trustee shall, based on the Servicer Report, disburse the balance of Available Funds in the Reserve Fund up following priority: (i) to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, the Trustee Fee, plus any accrued and unpaid Trust Trustee Fees from any prior Due Periods and Expenses remaining after application reimbursement of reasonable expenses incurred by the payments described in clause Trustee during the related Due Period and any unreimbursed reasonable expenses from prior Due Periods; (ii) if TWRI is no longer the Master Servicer, to the Master Servicer, the Master Servicer Fee, plus any accrued and unpaid Master Servicer Fees from any prior Due Periods; (iii) above; andto the Noteholders, interest in an amount equal to Note Interest Payment Amount, plus any accrued and unpaid Note Interest Payment Amount from any prior Due Periods; (xiiv) to the DepositorNoteholders, any all remaining Available Funds until the Outstanding Principal Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above. Notwithstanding that of the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zero; and (v) if TWRI is the Master Servicer, to the Master Servicer, the Master Servicer Fee, plus any accrued and unpaid Master Servicer Fees from any prior Due Periods; (vi) the remainder of funds held in the Collection Account to or at the direction of the Borrower.

Distributions. (a) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer following transfers and distribution distributions in immediately available fundsfunds in the amounts set forth in the Servicer's Certificate for such Payment Date: (i) from the Payahead Account (or request the Servicer to make in the case of Payments Ahead held by the Servicer pursuant to Section 4.02(b) or (c)) to the Collection Account, the aggregate Applied Payments Ahead; (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; and (iii) from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. In addition, on each Payment Date, the Indenture Trustee shall cause to be paid from the Collection Account any Swap Payments Outgoing and Swap Termination Payment payable by the Issuer to the Swap Counterparty under the Swap Agreement. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account Account, (ii) the Swap Payments Outgoing, the Swap Payments Incoming and any Swap Termination Payments and (iiiii) to make all distributions on the related Payment Date. (c) 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 the related Determination Date pursuant to Section 3.10) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable account, to the extent of the Available Amount, in the following order of priority: (i) to the Servicer, Nonrecoverable Advances; (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee, the Delaware Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred100,000.00; (iv) [Reserved]to the Swap Counterparty, the Swap Payment Outgoing, if any; (v) on a pro rata basis, (a) to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; and (b) to the Swap Counterparty, the Senior Swap Termination Payment, if any; (vi) to the Note Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Class A-1 and Class A-2 Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basisto the Swap Counterparty, the Subordinated Swap Termination Payment, if any; and (xi) to the Indenture Trustee, the Delaware Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xixii) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (xxi) above. Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zero.

Distributions. (a) On each Deposit Distribution Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer following transfers and distribution distributions in immediately available fundsfunds in the amounts set forth in the Servicer's Certificate for such Distribution Date: (i) from monies on deposit in the Pre-Funding Account to the Collection Account, Investment Earnings with respect to the Pre-Funded Amount during the related Collection Period; and (ii) from monies on deposit in the Yield Supplement Account Reserve Fund to the Collection Account, an amount equal to the Yield Supplement Withdrawal AmountNegative Carry Amount for the related Collection Period, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) 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 the related Determination Servicer Report Date pursuant to Section 3.105.08) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable accountaccount by ___:00 __.m. (______ time), to the extent of the Available AmountAmount for such Distribution Date, in the following order of priority: (i) to the Servicer, Nonrecoverable Advancesfrom Collected Interest, the Servicer Payment (including any unpaid Servicing Fees with respect to one or more prior Collection Periods), by wire transfer of immediately available funds; provided, however, that the Servicer Payment shall be provided from Available Funds only to the extent, as determined by the Servicer pursuant to Section 6.03, such funds represent payment in respect of the Receivables allocable to interest; (ii) to the ServicerNote Distribution Account, from the Available Amount (after giving effect to the reduction in the Available Amount described in clause (i) above), the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods)Note Interest Distributable Amount; (iii) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, from the Note Interest Distributable Available Amount to be distributed (after giving effect to the holders of reduction in the Notes at their respective Interest Rates; Available Amount described in clauses (vii) to the Note Distribution Accountand (ii) above), the Note Principal Distributable Amount; (viiiv) to the Certificate Distribution Account, from the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iii) above; and (xi) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (xiii) above. Notwithstanding ), the Certificate Interest Distributable Amount; (v) to the Certificate Distribution Account, from the Available Amount (after giving effect to the reduction in the Available Amount described in clauses (i) through (iv) above), the Certificate Principal Distributable Amount; and (vi) in the event that the distributions described in clauses (i) through (v) above have been funded exclusively from Available Funds, any Excess Amounts shall be deposited into the Reserve Fund until the amount on deposit therein equals the Specified Reserve Fund Balance, and any excess thereof shall be deposited (A) into the Note Distribution Account for payment to the Noteholders as an Accelerated Principal Distribution Amount or (B) on and after any Distribution Date on which the Notes have been paid in full, if such excess is equal to or greater than the Certificate Balance, into the Certificate Distribution Account for payment of principal to the Certificateholders. If the amount on deposit in the Reserve Fund on such Distribution Date (after giving effect to all deposits thereto and withdrawals therefrom on such Distribution Date) is greater than the Specified Reserve Fund Balance, the Indenture Trustee shall continue release and distribute such excess, together with any Excess Amounts not required to maintain be deposited into the Collection Reserve Fund, to the Seller. Notwithstanding the foregoing, during the Funding Period, (A) all Excess Amounts shall be deposited into the Reserve Fund and shall not be deposited into the Note Distribution Account hereunder and (B) any amount on deposit in the Reserve Fund in excess of the Specified Reserve Fund Balance shall be retained in the Reserve Fund and shall not be distributed to the Seller; in each case until the Pool Balance has been reduced to zeroDistribution Date immediately succeeding the date on which the Funding Period ends (or on the Distribution Date on which the Funding Period ends if the Funding Period ends on a Distribution Date).