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 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. (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) all amounts required to be deposited in the Note Distribution Account or paid pursuant to this Section and the deliver a Servicer’s Certificate Distribution Account and (ii) pursuant to make all distributions on the related Payment DateSection 4.09. (cb) 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 3.104.09) to make the following deposits and distributions for receipt by the Servicer or on such Payment Date from Available Amounts on deposit in the applicable accountCollection Account, to and, in the extent event of a shortfall in meeting the payments described in clauses (i) through (iv) below (an “Available AmountAmounts Shortfall”), from amounts withdrawn from the Reserve Account, in the following order of and priority: (i) to the Servicer, the Servicing Fee (and any accrued and unpaid Servicing Fees from prior Collection Periods), and Nonrecoverable Advances; (ii) to the ServicerIndenture Trustee, the Total Servicing Fee Owner Trustee and the Asset Representations Reviewer, pro rata, based on amounts due to each such party, for payment of any Trustee and Reviewer Fees and other amounts required to be paid to such party pursuant to the terms of the Indenture, the Trust Agreement or the Asset Representations Review Agreement, respectively (including including, without limitation, expenses and indemnification amounts), in an aggregate amount not to exceed $250,000 in any unpaid Total Servicing Fees from one or more prior Collection Periods)calendar year; (iii) on a pro rata basis, to the Indenture Trustee Interest Distribution Account, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class of Notes at their respective Class A Rate on the Outstanding Amount as of the previous Payment Date after giving effect to all payments of principal to the Noteholders on the preceding Payment Date; and (b) the Owner Trusteeexcess, if any, of the amount of interest payable to the Noteholders on prior Payment Dates over the amounts actually paid to the Noteholders on those prior Payment Dates, plus interest on any accrued and unpaid Trust Fees and Expenses, in each case such shortfall at the related Class A Rate to the extent such fees and expenses have not been previously paid permitted 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 occurredlaw; (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 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 FundAccount, the amount, if any, necessary to reinstate cause the balance amount on deposit in the Reserve Fund up Account to equal the Specified Reserve Fund BalanceAccount Required Amount; (xvi) to the Principal Distribution Account, the Regular Principal Distribution Amount; (vii) to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, pro rata, based on a pro rata basisamounts due to each such party, for payment of any Trustee and Reviewer Fees and other amounts required to be paid to such party pursuant to the terms of the Indenture, the Trust Agreement or the Asset Representations Review Agreement, respectively (including, without limitation, expenses and indemnification amounts), to the Indenture Trustee and the Owner Trustee, extent any accrued and such amounts remain unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iiiii) above; and (xiviii) any Available Amounts remaining, if any, to the DepositorCertificate Distribution Account. On each Payment Date, the Servicer shall instruct the Indenture Trustee to distribute (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 4.09), any Available Amount remaining (after giving effect amounts deposited into the Interest Distribution Account as payment of interest on the Notes pursuant to the reduction priority set forth in Section 8.02(d) of the Available Amount described Indenture and the Principal Distribution Account as payment of principal on the Notes pursuant to the priority set forth in clauses (iSection 8.02(e) through (x) aboveof the Indenture. 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 Certificate Percentage Interest is reduced to zero. (c) Except as otherwise provided hereunder or agreed in writing among the parties hereto, the Servicer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any securities held hereunder in the Trust Accounts, and, in general, to exercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote on any securities. (d) The Indenture Trustee is authorized to deposit uninvested funds in non-interest bearing, unsecured demand deposit accounts at affiliated banks, purchase and sell investment securities through or from affiliated banks and broker-dealers, invest funds in registered investment companies that receive investment management and custodial services from the Indenture Trustee or its affiliates, subject to the limitations set forth herein. (e) The Issuer acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Issuer the right or option to receive individual confirmations of security transactions at no additional cost, as they occur, the Issuer specifically waives the option to receive such confirmation to the extent permitted by law. The Indenture Trustee will furnish the Issuer periodic cash transaction statements that include detail for all investment transactions made by the Indenture Trustee hereunder.

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 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 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. (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 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 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 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 (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 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 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 funds, funds in the amounts set forth in the Servicer's Certificate for such Distribution Date: (i) from the Yield Supplement 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, an amount equal the aggregate Applied Payments Ahead; and (ii) if the Servicer is not permitted to hold Payments Ahead pursuant to Section 4.02(b) or (c), from the Collection Account to the Yield Supplement Withdrawal AmountPayahead Account, if any, the aggregate Payments Ahead for such Payment Datethe related Collection Period. (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 extent provided in this Section. On each Payment Distribution Date, the Servicer Trustee 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 from the Servicer or deposit in the applicable account, to the extent of the Available Amount, Collection 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 4.05(a) or 4.06(a), such distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period: (i) to the ServicerServicer from Available Interest or Available Principal, any payments in respect of Nonrecoverable AdvancesAdvances required pursuant to Section 4.04(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 deposit any Excess Amounts into the Collection Account hereunder Reserve Fund until the Pool amount on deposit therein equals the Specified Reserve Fund Balance has been reduced and shall distribute the remainder, if any, to zerothe Seller. (e) Subject to Section 10.01 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 any Class 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 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 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 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 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 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 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 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 or before each Deposit Determination Date, the Indenture Trustee Trust Administrator shall cause to be made calculate the Total Available Amount, the Basic Servicing Fee, the Administration Fee, the Aggregate Noteholders’ Interest Distributable Amount (or request including the Servicer to makeAggregate Class A Interest Distributable Amount, as applicable) the transfer Aggregate Class B Interest Distributable Amount and distribution in immediately available fundsthe Aggregate Class C Interest Distributable Amount), from the Yield Supplement Account to First Priority Principal Distributable Amount, the Collection AccountSecond Priority Principal Distributable Amount, an amount equal to the Yield Supplement Withdrawal Noteholders’ Regular Principal Distributable Amount, the net amount, if any, for such Payment payable by the Trust under any Interest Rate Swaps, the amount, if any, of any payments due in respect of an Early Termination Date payable by the Trust under any Interest Rate Swap and all other amounts required to determine the amounts, if any, to be deposited in or paid from each of the CARAT Collection Account and the Note Distribution Account and all amounts to be paid to the Reserve Account and to the CARAT 20__-SN_ Certificateholders on or before the related Distribution Date. (b) On Except as otherwise provided in Section 4.05(c), 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 CARAT Indenture Trustee in writing (based solely on the information contained in the ServicerTrust Administrator’s Certificate Accounting delivered on the related Determination Date pursuant to Section 3.103.06 of the Pooling and Administration Agreement) to shall 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, CARAT Collection Account in the following order of priority: (i) first, to the ServicerTrust Administrator, Nonrecoverable Advancesto the extent of the Total Available Amount, the Administration Fee for such Distribution Date and any unpaid Administration Fee from any preceding Distribution Date; (ii) second, to the ServicerSwap Counterparty, to the extent of the Total Available Amount (as such amount has been reduced by the distribution described in clause (i) above), the Total Servicing Fee net amount, if any, due under all Interest Rate Swaps (including exclusive of payments due in respect of an Early Termination Date of any unpaid Total Servicing Fees from one or more prior Collection PeriodsInterest Rate Swaps); (iii) on a pro rata basisthird, to the Indenture Trustee extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) and (ii) above) (a) to the Note Distribution Account in respect of the Aggregate Class A Interest Distributable Amount, and (b) to the Swap Counterparty in respect of any payments due to the Swap Counterparty in connection with an Early Termination Date of any Interest Rate Swap related to the Class A-2b Notes, Class A-2c Notes, Class A-3b Notes, Class A-3c Notes or Class A-4 Notes, allocated between the Note Distribution Account and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, Swap Counterparty in each case proportion 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 amounts owing to the Trustees out Swap Counterparty in connection with such Early Termination Date and in 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 occurredAggregate Class A Interest Distributable Amount; (iv) [Reserved] fourth, to the extent of the Total Available Amount (vas such amount has been reduced by the distributions described in clauses (i) on a pro rata basisthrough (iii) above), to the Note Distribution AccountAccount for the payment of principal on the CARAT 20__-SN_ Notes in the priority specified in Section 8.2(c) of the CARAT Indenture, the First Priority Principal Distributable Amount; (v) fifth, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (iv) above), (a) to the Note Distribution Account in respect of the Aggregate Class B Interest Distributable Amount to be distributed Amount; and (b) to the holders Swap Counterparty in respect of any payments due to the Swap Counterparty in connection with an Early Termination Date of any Interest Rate Swap related to the Class B-2 Notes, allocated between the Note Distribution Account and the Swap Counterparty in proportion to the amounts owing to the Swap Counterparty in connection with such Early Termination Date and in respect of the Notes at their respective Aggregate Class B Interest RatesDistributable Amount; (vi) sixth, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (v) above), to the Note Distribution AccountAccount for the payment of principal on the CARAT 20__-SN_ Notes in the priority specified in Section 8.2(c) of the CARAT Indenture, the Note Second Priority Principal Distributable Amount; (vii) seventh, to the Certificate extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (vi) above), (a) to the Note Distribution Account, Account in respect of the Certificate Aggregate Class C Interest Distributable Amount Amount; and (b) to be distributed the Swap Counterparty in respect of any payments due to Certificateholdersthe Swap Counterparty in connection with an Early Termination Date of any Interest Rate Swap related to the Class C Notes, allocated between the Note Distribution Account and the Swap Counterparty in proportion to the amounts owing to the Swap Counterparty in connection with such Early Termination Date and in respect of the Aggregate Class C Interest Distributable Amount; (viii) after the Notes have been paid in fulleighth, to the Certificate extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (vii) above), to the Note Distribution AccountAccount for the payment of principal on the CARAT 20__-SN_ Notes in the priority specified in Section 8.2(c) of the CARAT Indenture, the Certificate Noteholders’ Regular Principal Distributable Amount; (ix) ninth, 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 basisAccount, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application extent of the payments described in clause (iii) above; and (xi) to the Depositor, any Total Available Amount remaining (after giving effect to as such amount has been reduced by the reduction in the Available Amount distributions described in clauses (i) through (viii) above), the amount required to bring the amount on deposit therein up to the Reserve Account Required Amount (after giving effect to all distributions to the Reserve Account described in Section 3.03 of the COLT Servicing Agreement); and (x) tenth, to the CARAT 20__-SN_ Certificateholders (if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the CARAT 20__-SN_ Certificateholders), any portion of the Total Available Amount remaining after the distributions described in clauses (i) through (ix) above. . (c) Notwithstanding the foregoing, at any time that the CARAT 20__-SN_ Notes have not been paid in full and the principal balance of the CARAT 20__-SN_ Notes has been declared immediately due and payable following the occurrence of a CARAT Event of Default under the CARAT Indenture, then until such time as the CARAT 20__-SN_ Notes have been paid in fullfull and the CARAT Indenture has been discharged or the foregoing Events of Default have been cured or waived as provided in Section 5.2(b) of the CARAT Indenture, distributions from the Indenture Trustee shall continue to maintain the CARAT Collection Account hereunder until shall be made in the Pool Balance has been reduced priority set forth in Section 8.01(b) and the order in which payments to zeroCARAT 20__-SN_ Noteholders shall be made or on amounts deposited into the Note Distribution Account shall be as specified in Section 2.7(c) of the CARAT Indenture.

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 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 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 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 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 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 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 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. (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 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 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 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 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 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 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 or paid pursuant to this Section and the deliver a Servicer’s Certificate Distribution Account and (ii) pursuant to make all distributions on the related Payment DateSection 4.09. (cb) 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 3.104.09) to make the following deposits and distributions for receipt by the Servicer or on such Payment Date from Available Amounts on deposit in the applicable accountCollection Account, to and, in the extent event of a shortfall in meeting the payments described in clauses (i) through (iv) below (an “Available AmountAmounts Shortfall”), from amounts withdrawn from the Reserve Account, in the following order of and priority: (i) to the Servicer, the Servicing Fee (and any accrued and unpaid Servicing Fees from prior Collection Periods), and Nonrecoverable Advances; (ii) to the ServicerIndenture Trustee, the Total Servicing Fee Owner Trustee and the Asset Representations Reviewer, pro rata, based on amounts due to each such party, for payment of any Trustee and Reviewer Fees and other amounts required to be paid to such party pursuant to the terms of the Indenture, the Trust Agreement or the Asset Representations Review Agreement, respectively (including including, without limitation, expenses and indemnification amounts), in an aggregate amount not to exceed $250,000 in any unpaid Total Servicing Fees from one or more prior Collection Periods)calendar year; (iii) on a pro rata basis, to the Indenture Trustee Interest Distribution Account, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class of Notes at their respective Class A Rate on the Outstanding Amount as of the previous Payment Date after giving effect to all payments of principal to the Noteholders on the preceding Payment Date; and (b) the Owner Trusteeexcess, if any, of the amount of interest payable to the Noteholders on prior Payment Dates over the amounts actually paid to the Noteholders on those prior Payment Dates, plus interest on any accrued and unpaid Trust Fees and Expenses, in each case such shortfall at the related Class A Rate to the extent such fees and expenses have not been previously paid permitted 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 occurredlaw; (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 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 FundAccount, the amount, if any, necessary to reinstate cause the balance amount on deposit in the Reserve Fund up Account to equal the Specified Reserve Fund Account Balance; (xvi) to the Principal Distribution Account, the Regular Principal Distribution Amount; (vii) to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, pro rata, based on a pro rata basisamounts due to each such party, for payment of any Trustee and Reviewer Fees and other amounts required to be paid to such party pursuant to the terms of the Indenture, the Trust Agreement or the Asset Representations Review Agreement, respectively (including, without limitation, expenses and indemnification amounts), to the Indenture Trustee and the Owner Trustee, extent any accrued and such amounts remain unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iiiii) above; and (xiviii) any Available Amounts remaining, if any, to the DepositorCertificate Distribution Account. On each Payment Date, the Servicer shall instruct the Indenture Trustee to distribute (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 4.09), any Available Amount remaining (after giving effect amounts deposited into the Interest Distribution Account as payment of interest on the Notes pursuant to the reduction priority set forth in Section 8.02(d) of the Available Amount described Indenture and the Principal Distribution Account as payment of principal on the Notes pursuant to the priority set forth in clauses (iSection 8.02(e) through (x) aboveof the Indenture. 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 Certificate Percentage Interest is reduced to zero. (c) Except as otherwise provided hereunder or agreed in writing among the parties hereto, the Servicer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any securities held hereunder in the Trust Accounts, and, in general, to exercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote on any securities. (d) The Indenture Trustee is authorized to deposit uninvested funds in non-interest bearing, unsecured demand deposit accounts at affiliated banks, purchase and sell investment securities through or from affiliated banks and broker-dealers, invest funds in registered investment companies that receive investment management and custodial services from the Indenture Trustee or its affiliates, subject to the limitations set forth herein. (e) The Issuer acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Issuer the right or option to receive individual confirmations of security transactions at no additional cost, as they occur, the Issuer specifically waives the option to receive such confirmation to the extent permitted by law. The Indenture Trustee will furnish the Issuer periodic cash transaction statements that include detail for all investment transactions made by the Indenture Trustee hereunder.

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 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 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 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 Except as otherwise provided in the Note Distribution Account and the Certificate Distribution Account and clause (ii) to make all distributions below, on the related Payment Date. (c) On each Payment Date, the Servicer Issuer, or the Manager on the Issuer’s behalf, shall instruct the Indenture Trustee in writing (based solely on the information contained in the Servicer’s Certificate Payment Date Report delivered on the related Payment Determination Date pursuant to this Section 3.108.6) to make apply all Available Funds for payments of the following deposits and distributions for receipt by the Servicer or deposit in the applicable account, to the extent of the Available Amount, amounts in the following order of priority; provided, that, with respect to the Payment Dates on November 28, 2022 and December 28, 2022, amounts shall be applied from amounts deposited from the Liquidity Reserve Account into the Collection Account: (i1) to the ServicerIndenture Trustee, Nonrecoverable Advancesthe Indenture Trustee’s (x) fees and any accrued and unpaid fees of the Indenture Trustee with respect to prior Payment Dates, plus (y) any Administrative Expenses owed to the Indenture Trustee; provided, that, in no event shall the cumulative aggregate amount paid to the Indenture Trustee pursuant to this clause (A)(1) exceed $150,000 in any calendar year (provided, that any amounts in excess of $150,000 which are unpaid pursuant to the cap herein or pursuant to Section 8.6(i)(K) shall remain due and owing to the Indenture Trustee and payable in the following year and each subsequent year thereafter until repaid in full); provided, however, that upon the occurrence and during the continuation of an Event of Default, no such cap shall apply, and (2) to the Back-up Manager, the Back-up Management Fee and any accrued and unpaid Back-up Management Fees or indemnity amounts with respect to prior Payment Dates, plus any Administrative Expenses payable to the Back-up Manager; provided, that, in no event shall the cumulative aggregate amount of payments paid pursuant to this clause (A)(2) exceed (i) $150,000 in any calendar year during which the Back-up Manager does not perform any Warm Back-up Management Duties or Hot Back-up Management Duties (provided, that any amounts in excess of $150,000 which are unpaid pursuant to the cap herein shall remain due and owing to the Back-up Manager and payable in the following year and each subsequent year thereafter until repaid in full), (ii) $550,000 in any calendar year during which the Back-up Manager performs Warm Back-up Management Duties (but not Hot Back-up Management Duties) (provided, that any amounts in excess of $550,000 which are unpaid pursuant to the cap herein shall remain due and owing to the Back-up Manager and payable in the following year and each subsequent year thereafter until repaid in full), and (iii) $1,000,000 in any calendar year during which the Back-up Manager performs Hot Back-up Management Duties (provided, that any amounts in excess of $1,000,000 which are unpaid pursuant to the cap herein shall remain due and owing to the Back-up Manager and payable in the following year and each subsequent year thereafter until repaid in full); provided, however, that in the event of a liquidation following an Event of Default, no such cap shall apply; (iiB) to the ServicerManager, the Total Servicing Administration Fee and any accrued and unpaid Administration Fees with respect to prior Payment Dates; provided, that, in no event shall the cumulative aggregate amount of Administration Fees paid pursuant to this clause (including B) exceed $300,000 in any unpaid Total Servicing Fees from one or more prior Collection Periods)calendar year; (iiiC) on a pro rata basisand pari passu, (1) to the Hedge Counterparties, pro rata, any net payments due and payable by the Issuer under the related Hedge Agreements, in each case, other than termination amounts, and (2) to the Noteholders, pro rata, based on the Note Interest due, the Note Interest for such Payment Date; (D) to the Hedge Counterparties, pro rata, termination payments arising from reductions in the notional amount under the related Hedge Agreements in order to maintain compliance with Section 4.28 of the Indenture; (E) to the Liquidity Reserve Account, the amount necessary to cause the balance in the Liquidity Reserve Account to equal the Liquidity Reserve Account Target Amount; (F) pro rata and pari passu, (1) to the Noteholders, pro rata, based on the Outstanding Principal Balance, as payment of principal on the Notes, the Principal Distribution Amount with respect to such Payment Date, and (2) to the Hedge Counterparties, pro rata, any termination payments owed as a result of an event of default under Sections 5(a)(i) (Failure to Pay) or 5(a)(vii) (Bankruptcy), in each case where Issuer is the Defaulting Party (as defined therein) of the related Hedge Agreement; (G) to the Noteholders, pro rata, based on the Outstanding Principal Balance, the Excess Amortization Amount (if any) with respect to such Payment Date where the Excess Allocation Percentage is 50%; (H) pro rata and pari passu (1) to the Noteholders, pro rata, (i) based on the Outstanding Principal Balance, in the case of a Redemption, the applicable Redemption Price and (ii) the Excess Amortization Amount (if any) with respect to such Payment Date where the Excess Allocation Percentage is 100% and (2) to the Hedge Counterparties, pro rata, any termination amounts due and payable by the Issuer under the related Hedge Agreements but not paid in accordance with clauses (D) or (F) above; (I) if a P&A Reserve Trigger has occurred with respect to the Issuer’s prior fiscal year, to the P&A Reserve Account, the amount necessary to cause the balance in the P&A Reserve Account to equal the P&A Reserve Amount; (J) to the Noteholders and the Hedge Counterparties, any remaining amounts owed under the Basic Documents; (K) to the Indenture Trustee and the Owner TrusteeBack-up Manager, any accrued amounts owed but not paid in accordance with clause (A) above; (L) pro rata and pari passu, (a) to the Manager, any unpaid Trust Fees AFE Cover Amounts and Expensesany amounts owed but not paid in accordance with clause (B) above and (b) the Operator, any Operating Expense in excess of the Operating Expense Limit, including amounts owing from prior Payment Dates; (M) pro rata and pari passu to DP Tapstone or OCM, any indemnity amount due and payable under the relevant Separation Agreement; and (N) to the Issuer, all remaining amounts, free and clear of the lien of the Indenture, any remaining Available Funds, free and clear of the lien of the Indenture; provided, that, during the continuance of any event or condition that, with notice, the lapse of time, or both, that does or would constitute a Rapid Amortization Event, a Warm Trigger Event, an Event of Default or a Material Manager Default, any remaining amounts shall remain on deposit in the Collection Account, the Liquidity Reserve Account or the P&A Reserve Account, as applicable, for application as Available Funds. (ii) On each Payment Date (a) as of which the Notes have been accelerated as a result of an Event of Default, (b) on which a Redemption is scheduled to occur or (c) that is on or after the Final Scheduled Payment Date, in each case as specified solely in the Payment Date Report, Available Funds and all amounts in the Collection Account, the Liquidity Reserve Account, the Asset Disposition Proceeds Account and the P&A Reserve Account shall be distributed by the Indenture Trustee in the following order and priority of payments: (A) all payments required and in the order required by Section 8.6(i)(A) and (B), in each case without giving effect to the extent such fees provisos stated therein; (B) pro rata and expenses pari passu, (1) to the Hedge Counterparties, pro rata, any net payments under the Hedge Agreement (other than any termination amounts) and (2) to the Noteholders, pro rata, based on the respective Note Interest due, Note Interest; (C) pro rata and pari passu, (1) to the Noteholders, pro rata, the Outstanding Principal Balance, (2) without duplication, the applicable Redemption Price, and (3) to the Hedge Counterparties, pro rata, any amounts due and payable by the Issuer under the related Hedge Agreements (including any termination amounts and any other amounts due and payable by the Issuer thereunder) that have not been previously paid by pursuant to clause (B); (D) to the ServicerNoteholders and Hedge Counterparties, in its capacity as Administratorany remaining amounts owed under the Basic Documents; (E) pro rata and pari passu, until (a) to the Notes have been Indenture Trustee, the Back-up Manager and the Manager, any amounts owed but not paid in full, the annual amount paid accordance with clause (A) above and (b) to the Trustees out Operator, any Operating Expense in excess of the Available Amount allocation as described in this clause Operating Expense Limit, including amounts owing from prior Payment Dates; and (F) to the Issuer, all remaining amounts, free and clear of the lien of the Indenture. (iii) On or prior to the close of business on each Payment Determination Date, the Manager shall not exceed $100,000.00 while notes remain outstanding, so long calculate all amounts required to be withdrawn from the Issuer Accounts (as an Event applicable) and distributed in accordance with the priority of Default has not occurred;payments under Section 8.6(i) and Section 8.6(ii) and shall provide such calculation to the Indenture Trustee as set forth in the Payment Date Report. (iv) [Reserved] Notwithstanding the foregoing, if (vx) on a pro rata basis, Diversified Party other than the Issuer or (y) OCM pays any amounts to the Note Distribution AccountIssuer (i) with respect to any matters arising out of or relating to a breach of contract or indemnification obligation under any Basic Document or (ii) under the applicable Separation Agreement, those amounts less, with respect to subclause (i), the Note Interest Distributable Amount sum of (A) any amounts paid or payable by the Issuer to any third parties as of the time of receipt with respect to the applicable breach or indemnification obligation and (B) any amounts reinvested or reasonably expected to be distributed reinvested by the Issuer (including to cure or remedy any breach or liability) to the holders extent permitted by the Basic Documents, shall be paid to the Noteholders in a redemption 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 accordance with 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 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 zeroPriority of Payments set forth above without premium or penalty.

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 DateRegular Distribution Date for the Certificates, the Indenture Trustee shall cause to be made distribute the Available Funds in the Certificate Account in the following manner: (or request the Servicer to make, as applicablei) the transfer and distribution in immediately available fundsTrustee will distribute the interest portion of Available Funds: (1) first, from the Yield Supplement Account to the Collection AccountTrustee for actual Trust Expenses, an aggregate amount equal not to exceed the Available Expense Amount for the Distribution Period applicable to such Regular Distribution Date; (2) second, (x) to the Yield Supplement Withdrawal Amountextent the Available Expense Amount for such Distribution Period exceeds the actual Trust Expenses for such Distribution Period, to the Expense Reserve Account in the amount of such excess and (y) to the extent actual Trust Expenses for such Distribution Period exceed the sum of (a) the Available Expense Amount for such Distribution Period, (b) funds, if any, on deposit in the Expense Reserve Account and (c) the amount payable by the Depositor for such Payment Distribution Period in accordance with Section 8.05(a), to the Trustee for all remaining unpaid actual Trust Expenses for that Distribution Period; (3) third, to the Certificateholders on a pro rata basis (based on their Fractional Undivided Interests); and (ii) the Trustee will distribute the principal portion of Available Funds to the Certificateholders on a pro rata basis (based on their Fractional Undivided Interests). All distributions made to Certificateholders pursuant to this Section 4.01(a) shall be made to (i) Certificateholders on the Record Date for a Regular Distribution Date other than the Final Scheduled Distribution Date or (ii) Certificateholders against presentation and surrender of their Certificates on the Final Scheduled Distribution Date. On the Final Scheduled Distribution Date, the Certificate Principal Balance of each Certificate will be reduced on a pro rata basis (based on its Fractional Undivided Interest) with respect to payment of the principal amount of each Underlying Notes paid at its stated maturity, exclusive of any premium. In such cases, (i) the Trustee will decrease the Certificate Principal Balance of a Global Certificate to reflect the maturing Underlying Notes or (ii) Certificateholders holding Certificated Certificates will be required to deliver the same to the Corporate Trust Office of the Trustee, whereupon the Trustee will execute, authenticate and deliver to such Certificateholders (without any service charge) new Certificated Certificates of authorized denominations for any remaining Certificate Principal Balance and will also deliver the principal and any premium and interest so received on the maturing Underlying Notes. (b) On each Determination Date, If the Servicer shall calculate Trustee receives a payment of principal of or premium or interest on an Underlying Note (i) all amounts required to be deposited after the due date for such payment as specified in the such Underlying Note Distribution Account and the Certificate Distribution Account and or (ii) upon the optional redemption of such Underlying Note by the related Underlying Issuer prior to make all distributions the stated maturity of such Underlying Note, then the Trustee will distribute the amounts so received on the related Payment next succeeding Business Day (each, a "Special Distribution Date. ") to (cx) On each Payment DateCertificateholders on the Record Date for a Special Distribution Date resulting from the circumstances specified in clause (i) above or (y) Certificateholders against presentation and surrender of their Certificates on a Special Distribution Date resulting from the circumstances specified in clause (ii) above, in the manner specified in Sections 4.01(a)(i)(3) and 4.01(a)(ii). In the case described in clause (ii) above, the Servicer shall instruct the Indenture Trustee in writing Certificate Principal Balance of each Certificate will be reduced on a pro rata basis (based on its Fractional Undivided Interest) with respect to the information contained in principal amount of each Underlying Note redeemed by the Servicer’s related Underlying Issuer prior to its stated maturity, exclusive of any premium. In such cases, (1) the Trustee will decrease the Certificate delivered Principal Balance of a Global Certificate to reflect such redemption or (2) Certificateholders holding Certificated Certificates will be required to deliver the same to the Corporate Trust Office of the Trustee, whereupon the Trustee will execute, authenticate and deliver to such Certificateholders (without any service charge) new Certificated Certificates of authorized denominations for the remaining Certificate Principal Balance and will also deliver to such Certificateholders the principal and any premium and interest so received 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 AmountUnderlying Notes so redeemed. In addition, in the following order event of priority: (i) any optional redemption of any Underlying Note by the related Underlying Issuer prior to the Servicer, Nonrecoverable Advances; (ii) to the Servicerstated maturity of such Underlying Note, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) Trustee shall notify the Depositary to decrease the beneficial ownership interests in each Global Certificate 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 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 or paid pursuant to this Section and the deliver a Servicer’s Certificate Distribution Account and (ii) pursuant to make all distributions on the related Payment DateSection 4.09. (cb) 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 3.104.09) to make the following deposits and distributions for receipt by the Servicer or on such Payment Date from Available Amounts on deposit in the applicable accountCollection Account, to and, in the extent event of a shortfall in meeting the payments described in clauses (i) through (iv) below (an “Available AmountAmounts Shortfall”), from amounts withdrawn from the Reserve Account, in the following order of and priority: (i) to the Servicer, the Servicing Fee (and any accrued and unpaid Servicing Fees from prior Collection Periods), and Nonrecoverable Advances; (ii) to the ServicerIndenture Trustee, the Total Servicing Fee Owner Trustee and the Asset Representations Reviewer, pro rata, based on amounts due to each such party, for payment of any Trustee and Reviewer Fees and other amounts required to be paid to such party pursuant to the terms of the Indenture, the Trust Agreement or the Asset Representations Review Agreement, respectively (including including, without limitation, expenses and indemnification amounts), in an aggregate amount not to exceed $250,000 in any unpaid Total Servicing Fees from one or more prior Collection Periods)calendar year; (iii) on a pro rata basis, to the Indenture Trustee Interest Distribution Account, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class of Notes at their respective Class A Rate on the Outstanding Amount as of the previous Payment Date after giving effect to all payments of principal to the Noteholders on the preceding Payment Date; and (b) the Owner Trusteeexcess, if any, of the amount of interest payable to the Noteholders on prior Payment Dates over the amounts actually paid to the Noteholders on those prior Payment Dates, plus interest on any accrued and unpaid Trust Fees and Expenses, in each case such shortfall at the related Class A Rate to the extent such fees and expenses have not been previously paid permitted 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 occurredlaw; (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 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 FundAccount, the amount, if any, necessary to reinstate cause the balance amount on deposit in the Reserve Fund up Account to equal the Specified Reserve Fund Account Balance; (xvi) to the Principal Distribution Account, the Regular Principal Distribution Amount; (vii) to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, pro rata, based on a pro rata basisamounts due to each such party, for payment of any Trustee and Reviewer Fees and other amounts required to be paid to such party pursuant to the terms of the Indenture, the Trust Agreement or the Asset Representations Review Agreement, respectively (including, without limitation, expenses and indemnification amounts), to the Indenture Trustee and the Owner Trustee, extent any accrued and such amounts remain unpaid Trust Fees and Expenses remaining after application of the payments described in clause (iiiii) above; and (xiviii) any Available Amounts remaining, if any, to the DepositorCertificate Distribution Account. On each Payment Date, the Servicer shall instruct the Indenture Trustee to distribute (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 4.09), any Available Amount remaining (after giving effect amounts deposited into the Interest Distribution Account as payment of interest on the Notes pursuant to the reduction priority set forth in Section 8.02(d) of the Available Amount described Indenture and the Principal Distribution Account as payment of principal on the Notes pursuant to the priority set forth in clauses (iSection 8.02(e) through (x) aboveof the Indenture. Notwithstanding that the Notes have been paid in full, the Indenture Trustee Securities Intermediary shall continue to maintain the Collection Account hereunder until the Pool Balance has been Certificate Percentage Interest is reduced to zero. (c) Except as otherwise provided hereunder or agreed in writing among the parties hereto, the Servicer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any securities held hereunder in the Trust Accounts, and, in general, to exercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote on any securities. (d) The Indenture Trustee is authorized to deposit uninvested funds in non-interest bearing, unsecured demand deposit accounts at affiliated banks, purchase and sell investment securities through or from affiliated banks and broker-dealers, invest funds in registered investment companies that receive investment management and custodial services from the Indenture Trustee or its affiliates, subject to the limitations set forth herein. (e) The Issuer acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Issuer the right or option to receive individual confirmations of security transactions at no additional cost, as they occur, the Issuer specifically waives the option to receive such confirmation to the extent permitted by law. The Indenture Trustee will furnish the Issuer periodic cash transaction statements that include detail for all investment transactions made by the Indenture Trustee hereunder.

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 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 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 funds, funds in the amounts set forth in the Servicer's Certificate for such Distribution Date: (i) from the Yield Supplement 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, an amount equal the aggregate Applied Payments Ahead; and (ii) if the Servicer is not permitted to hold Payments Ahead pursuant to Section 4.02(b) or (c), from the Collection Account to the Yield Supplement Withdrawal AmountPayahead Account, if any, the aggregate Payments Ahead for such Payment Datethe related Collection Period. (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 extent provided in this Section. On each Payment Distribution Date, the Servicer Trustee 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 from the Servicer or deposit in the applicable account, to the extent of the Available Amount, Collection 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 4.05(a) or 4.06(a), such distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period: (i) to the ServicerServicer from Available Interest or Available Principal, any payments in respect of Nonrecoverable AdvancesAdvances required pursuant to Section 4.04(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 deposit any Excess Amounts into the Collection Account hereunder Reserve Fund until the Pool amount on deposit therein equals the Specified Reserve Fund Balance has been reduced and shall distribute the remainder, if any, to zerothe Seller. (e) Subject to Section 10.01 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 any Class 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 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 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 Distribution Date, the Administrator shall distribute, or cause the Indenture Trustee to distribute, funds to the Holders of the Certificates, to the extent of Available Funds, in the manner set forth in Section 4 of the Indenture: (i) In the event that on any Distribution Date the amounts in the Collection Account are insufficient to pay all amounts then due the Certificateholders, each Certificateholder will be entitled to receive its Pro Rata Share of the amount available for distribution to all Certificateholders as provided herein. (ii) Distributions of principal and interest on the Certificates is subordinated in priority of payment to the payment of amounts owed by the Trust to the Swap Counterparty under the Swap Agreement and to the payment of principal and interest on the Notes. (b) Distributions to the Certificateholders on each Distribution Date will be made to the Certificateholders of record on the related Record Date of the Certificates. (c) Notwithstanding any provision of the Agreement to the contrary, to the extent funds are available, the Administrator will instruct the Indenture Trustee to initiate payment in immediately available funds on each Distribution Date of all amounts (whether in the form of principal, interest or prepayment) payable to each Certificateholder with respect to any Certificate held by such Certificateholder or its nominee (without the necessity for any presentation or surrender thereof or any notation of such payment thereon) in the manner and at the address as each Certificateholder may from time to time direct the Trustee or the Administrator in writing 15 days prior to such Distribution Date requesting that such payment will be so made and designating the bank account to which such payments shall be so made. The Administrator, on behalf of the Trustee, shall be entitled to rely on the last instruction delivered by the Certificateholder pursuant to this Section 11(c) unless a new instruction is delivered 15 days prior to a Distribution Date. (d) The rights of the Certificateholders to receive distributions in respect of the Certificates, and all interests of the Certificateholders in such distributions, shall be as set forth in this Series Supplement. The Trustee shall in no way be responsible or liable to the Certificateholders nor shall any Certificateholder in any way be responsible or liable to any other Certificateholder in respect of amounts previously distributed on the Certificates based on their respective Certificate Principal Balances. (e) Upon the occurrence of an Acceleration Event, the Indenture Trustee shall cause to take the action specified in Section 7b of the Indenture. If there is such an Acceleration Event the Certificateholders shall 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 accountentitled, to the extent of Available Funds and subject to the Available Amount, subordination provisions hereof and 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 basisSeries Trust Indenture, to the Indenture Trustee and the Owner Trustee, any distributions in respect of accrued and unpaid Trust Fees interest on 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 aggregate outstanding Certificate Principal Balance of the Available Amount allocation Certificates as described set forth 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 Section 7c 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 zeroIndenture.

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 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. (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 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 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. (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. (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 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) [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. (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).

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 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 Backup Servicer on behalf of 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 Determination Date calculate 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 Class C Distributable Amount, the Reserve Account Balance, the Simple Interest Differential Account Balance and, based on the Total Available Distribution Amount and the other distributions to be made on such Distribution Date, determine the amount distributable to Certificateholders of each Class and the other distributions to be made on 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. The rights of the Class C Certificateholders to receive distributions in respect of the Class C Certificates shall be and hereby are subordinated to the rights of the Class A Certificateholders and the Class B Certificateholders to receive their respective distributions 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 Backup Servicer, Nonrecoverable Advancesthe Backup Servicer Fee and expenses and all unpaid Backup Servicer Fees and unreimbursed expenses 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; to the Trustee and the Custodian, the Trustee and Custodian Fees and all unpaid Trustee and Custodian Fees 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 C Certificateholders, an amount equal to the sum of the Class C Interest Distributable Amount and any Class C Interest Carryover Shortfall from the prior Distribution Date; (v) on a pro rata basis, to the Note Distribution AccountClass A Certificateholders, an amount equal to the Note Interest sum of the Class A Principal Distributable Amount to be distributed to and any Class A Principal Carryover Shortfall from the holders of the Notes at their respective Interest Ratesprior Distribution Date; (vi) to the Note Distribution AccountClass B Certificateholders, an amount equal to the Note sum of the Class B Principal Distributable AmountAmount and any Class B Principal Carryover Shortfall from the prior Distribution Date; (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 Date, the Indenture Trustee shall cause or prior 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 Interest Payment Account, the Principal Funding Account and the Certificate Note Distribution Account and (ii) to make all distributions on the related Payment DateAccount. (cb) The rights of the Class B Noteholders to receive distributions of Available Interest Amounts and Available Principal Amounts shall be and hereby are subordinated to the rights of the Class A Noteholders to the extent provided in this Section 5.04(b). 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 D (or such other form that is acceptable to the Indenture Trustee and the Servicer’s Certificate delivered on ), to (i) withdraw from the related Determination Date pursuant to Reserve Account the amount, if any, described in Section 3.105.05(c) for application as described in Section 5.05(c) and (ii) withdraw from the Collection Account the Available Interest Amount and the Available Principal Amount for deposit in the Interest Payment Account and the Principal Funding Account, respectively, and to make the following deposits and distributions for receipt by the Servicer or the Administrator or for deposit in the applicable account, Note Distribution Account by 12:00 Noon (New York time) on such following Distribution Date to the extent of the Available Interest Amount and the Available Principal Amount: (i) from the Available Interest Amount on deposit in the Interest Payment Account, in the following order of priority: (i) to the Servicer, Nonrecoverable Advances; (iiA) to the Servicer, the Total Servicing Fee (including any and all unpaid Total Servicing Fees from one or more prior Collection Periods; (B) to the Administrator under the Administration Agreement, the Administration Fee and all unpaid Administration Fees from prior Collection Periods; (C) to the Note Distribution Account, the Noteholders' Class A Interest Distributable Amount; (D) to the Reserve Account, the positive difference, if any, of (i) the Specified Reserve Account Balance for such Distribution Date over (ii) the amount on deposit in the Reserve Account on such Distribution Date (not taking into account the amount deposited into the Reserve Account on such Distribution Date pursuant to this clause (D)). (E) to the Principal Funding Account, the positive difference, if any, between the Principal Distribution Amount and the Available Principal Amount (not taking into account the amount of the Available Principal Amount derived from clause (iii) of the definition thereof); (iiiF) on a pro rata basis, to the Indenture Trustee Note Distribution Account, the Noteholders' Class B Interest Distributable Amount; and (G) to the Transferor, the amount remaining on deposit in the Interest Payment Account after giving effect to the distributions to be made pursuant to Sections 5.04(b)(i)(A), 5.04(b)(i)(B), 5.04(b)(i)(C), 5.04(b)(i)(D), 5.04(b)(i)(E) and 5.04(b)(i)(F); (ii) from the Owner Trustee, any accrued and unpaid Trust Fees and ExpensesAvailable Principal Amount on deposit in the Principal Funding Account, in the following order of priority: (A) each case Distribution Date with respect to the extent such fees and expenses have not been previously paid by Revolving Period (1) first to the Servicer, in its capacity as Administrator, until the Notes have been paid in fullReserve Account, the annual positive difference, if any, of (x) the Specified Reserve Account Balance for such Distribution Date over (y) the principal amount on deposit in the Reserve Account on such Distribution Date (after taking into account the amount deposited into the Reserve Account on such Distribution Date pursuant to Section 5.04(b) (i)(D) but not taking into account the amount deposited into the Reserve Account on such Distribution Date pursuant to this clause (A)) and (2) second, the Available Principal Amount remaining after the application of clause (1) above will be retained in the Principal Funding Account and will be paid to the Trustees out Transferor in connection with transfers of Subsequent Receivables to 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;Issuer pursuant to Section 2.02; and (iv) [Reserved] (vB) on a pro rata basisDistribution Dates with respect to the Amortization Period, (1) first, to the Note Distribution Account, the Note Interest Class A Noteholders' Principal Distributable Amount to be distributed Amount, (2) second, to the holders Reserve Account, the positive difference, if any, of (x) the Notes at their respective Interest RatesSpecified Reserve Account Balance for such Distribution Date over (y) the principal amount on the deposit in the Reserve Account on such Distribution Date (after taking into account the amount deposited into the Reserve Account on such Distribution Date pursuant to Section 5.04(b)(i)(D) but not taking into account the amount deposited into the Reserve Account on such Distribution Date pursuant to this clause (B)) and (3) third, to the Note Distribution Account, the Class B Noteholders' Principal Distributable Amount; (viiii) on the first Distribution Date with respect to the Amortization Period, from Available Principal Amounts deposited in the Principal Funding Account on prior Distribution Dates that were not used to acquire Subsequent Receivables from the Transferor on or prior to such Distribution Date ("Remaining Available Principal Amounts"), in the following order of priority: (A) to the Note Distribution Account, the Note Class A Noteholders' Percentage of the Remaining Available Principal Distributable Amount;Amounts; and (viiB) to the Certificate Note Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders;Class B Noteholders' Percentage of the Remaining Available Principal Amounts. (viiic) after 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 have been paid in fullare accelerated pursuant to Section 5.02 of the Indenture, amounts standing to the Certificate Distribution credit of the Collection Account, the Certificate Interest Payment Account and the 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 Funding Account shall be applied by the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining after application in accordance with Section 5.04(b) 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 zeroIndenture.

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 and Available Reserve Amount; (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, 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, 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 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) (A) to the Backup Servicer, the Backup Servicing Fee (and all unpaid Backup Servicing Fees from prior Collection Periods) and (B) on and after the Servicing Fee Commencement Date, 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 Amount;Total Distribution Amount remaining after application of clauses (i) through (v), as and to the extent provided in Section 5.06; 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 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) 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 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. (ba) 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. (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 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. (c) 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 cause to be made the following transfers and distributions in the amounts set forth in the Servicer's Certificate for such Distribution Date: (or request i) From the Collection Account to the Certificate Account, 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 makemake deposits to the Collection Account on a daily basis pursuant to Section 5.02, as applicablethe amount of the funds transferred from the Collection Account to the Certificate Account will include only those funds that were deposited in the Collection Account for the Collection Period related to such Distribution Date. (ii) From the transfer and distribution Certificate Account to the Servicer, in immediately available funds, from amounts on deposit and allocable to interest, the Yield Supplement Account amount payable pursuant to the Collection Account, an amount equal Section 5.04 in repayment of Outstanding Advances pursuant to the Yield Supplement Withdrawal Amount, if any, for such Payment DateSection 5.04. (b) On each Determination Date, the The Servicer shall calculate (i) all amounts required on each Determination Date the Total Available Amount, the Available Interest, the Available Principal, the Class A Distributable Amount and the Class B Distributable Amount and, based on the Total Available Amount and the other distributions to be deposited in made on such Distribution Date, determine the Note Distribution Account and the Certificate Distribution Account and (ii) amount distributable to make all distributions on the related Payment DateCertificateholders of each Class. (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 in the event of delinquency or defaults on the Receivables as provided below. 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 3.104.09) to shall make the following deposits and distributions for receipt by (after payment of the Servicer or deposit in the applicable accountSupplemental Servicing Fee, to the extent of collected) from the Available Amount, Certificate Account in the following order of priority: (i) first, to the Servicer, Nonrecoverable Advancesfrom Available Interest, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods, if any; provided, however, that, if acceptable to each rating agency then rating -------- ------- the Certificates and without resulting in a reduction or withdrawal of the rating on such Certificates, the Servicing Fee in respect of the current Collection Period (together with any unpaid Servicing Fees from prior Collection Periods) shall be paid at the beginning of such Collection Period; (ii) second, to the ServicerClass A Certificateholders, from the Total Servicing Class A Percentage of Available Interest (as such Available Interest has been reduced by Servicer Fee (including payments), an amount equal to the sum of the Class A Interest Distributable Amount and any unpaid Total Servicing Fees outstanding Class A Interest Carryover Shortfall as of the close of business on the preceding Distribution Date, and if the Class A Percentage of Available Interest is insufficient, from one or more prior Collection Periods)the Class B Percentage of Available Interest, and, if such amounts are insufficient, from monies on deposit in the Class A Subordination Spread Account and, if such amounts are insufficient, from the Class B Percentage of Available Principal; (iii) on a pro rata basisthird, to the Indenture Trustee and Class A Certificateholders, from the Owner TrusteeClass A Percentage of Available Principal, 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 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 Class A Principal Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; and any outstanding Class A Principal Carryover Shortfall (vi) to the Note Distribution Account, the Note as such Available Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have has 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 reduced as described in clause (iiiii) above; and (xi) to as of the Depositorclose of business on the preceding Distribution Date, any and if the Class A Percentage of Available Amount remaining (after giving effect to Principal is insufficient, from the reduction Class B Percentage of Available Principal, and if such amounts are insufficient, from monies on deposit in the Class A Subordination Spread Account and, if such amounts are insufficient, from Available Amount Interest (as such Available Interest has been reduced as described in clauses (i) through and (xii) above. Notwithstanding that ); (iv) fourth, to the Notes have been paid in fullClass B Certificateholders, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance from Available Interest (as such Available Interest has been reduced by the distributions described above in clauses (i), (ii) and (iii) above), an amount equal to zerothe sum of the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall as of the close of business on the preceding Distribution Date, and, if such Available Interest is insufficient, from monies on deposit in the Class B Subordination Spread Account; (v) fifth, to the Class B Certificateholders, from Available Principal, an amount equal to the sum of the Class B Principal Distributable Amount and any outstanding Class B Principal Carryover Shortfall (as such Available Principal has been reduced as described in clauses (ii) and (iii) above) as of the close of business on the preceding Distribution Date; and if such Available Principal is insufficient, from Available Interest (as such Available Interest has been reduced as described in clauses (i), (ii), (iii) and (iv) above) and, if such amounts are insufficient, from monies on deposit in the Class B Subordination Spread Account; and (vi) sixth, to the Seller, any Excess Amounts, except to the extent required to be deposited in the Subordination Spread Accounts pursuant to the Custody and Pledge Agreement; provided, however, that amounts otherwise distributable to the holders of Class -------- ------- B Certificates pursuant to clauses (iv) and (v) above shall be deposited by the Trustee on behalf of such holders in the Class A Subordination Spread Account to the extent of any deficiency in the Class A Specified Subordination Spread Account Balance. For purposes of all of the provisions of this Agreement, all such amounts deposited in the Class A Subordination Spread Account shall be deemed to have been distributed pro rata to the holders of Class B Certificates and contributed by such holders to the Class A Subordination Spread Account pursuant to the Custody and Pledge Agreement. Notwithstanding anything herein to the contrary, no amount shall be paid to the Certificateholders in respect of any Yield Supplement Amount with respect to a Receivable, except to the extent of amounts withdrawn from the Yield Supplement Reserve Account and deposited in the Certificate Account or paid to the Certificate Account by the Seller pursuant to the Yield Supplement Agreement; provided, however, that, if an insufficiency of funds in the Yield -------- ------- Supplement Reserve Account would result in a shortfall of interest, the amount of such shortfall shall be withdrawn from the Class A Subordination Spread Account and deposited in the Certificate Account prior to such Distribution Date. (d) For so long as the Custody and Pledge Agreement or any similar agreement is in existence, to the extent that the Custodian is instructed to withdraw any amounts from the Subordination Spread Accounts pursuant to Section 5.06(c), recoveries from subsequent payments on a Receivable of amounts with respect to which such withdrawal has been made shall be delivered to the Custodian for deposit in the Class A Subordination Spread Account or the Class B Subordination Spread Account, as the case may be. (e) Subject to Section 12.01 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 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 is the Seller or a Clearing Agency and shall have provided to the Trustee appropriate instructions prior to such Distribution Date, or, if not, by check mailed to such Certificateholder (such check to be mailed as soon as reasonably practicable on or after such Distribution Date) 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. [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 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) [Reservedto 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 basis[to 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 Payment Date, the Indenture Trustee shall will cause to be made the following transfers and distributions in the amounts set forth in the Servicer's Certificate for such Payment Date: (i) From the Payahead Account, or request from the Servicer in accordance with Section 4.3, 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 4.4 and 4.5(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 accordance with Section 4.3, in immediately available funds, the aggregate Payaheads required by Section 4.4 for the Collection Period related to such Payment Date. (iii) From the Collection Account to the Servicer, in immediately available funds, repayment of Outstanding Advances pursuant to Sections 4.5(a) and (b). (b) On Prior to each Determination Payment Date, the Servicer shall calculate will on or before each Determination Date calculate: (i) the Available Collections, the Reserve Account Release Amount, the Available Funds, the Servicing Fee and all amounts required to be deposited in unpaid Servicing Fees from prior Collection Periods, if any, any Net Swap Payments, any Net Swap Receipts, any Swap Termination Payments, the Accrued Class A Note Interest, the First Priority Principal Distribution Account Amount, the Accrued Class B Note Interest, the Second Priority Principal Distribution Amount, the Accrued Class C Note Interest, the Third Priority Principal Distribution Amount, the Accrued Class D Certificate Interest and the Certificate Regular Principal Distribution Account and Amount; (ii) the difference, if any, between the Total Required Payment over the Available Funds; (iii) if such Determination Date is the Determination Date immediately preceding the Final Scheduled Payment Date with respect to make all distributions any Class of Notes or the Class D Certificates, the difference, if any, between (x) the amount required to pay such Class of Notes or the Class D Certificates in full in accordance with the priorities set forth in Sections 4.7(c) and (d), and (y) the sum of the Available Funds plus the amount calculated in accordance with clause (ii) above; and (iv) (x) the sum of the Available Funds plus the amounts calculated in accordance with Section 4.7(b) (ii) and (iii) plus the amount remaining on deposit in the related Payment DateReserve Account after the withdrawal of the amounts calculated in Section 4.7(b) (ii) and (iii), and (y) the amount required to pay the Servicing Fee and principal and interest of each Class of Notes and the Class D Certificates in full in accordance with the priorities set forth in Sections 4.7(c) and (d). (c) On each Payment Date, the Servicer shall will 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 funds on deposit in the Available AmountCollection Account with respect to the Collection Period preceding such Payment Date (including funds, if any, deposited therein from the Reserve Account pursuant to Section 4.6(b) and from the Payahead Account pursuant to Section 4.7(a)), 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 ServicerSwap Counterparties, the Total Servicing Fee amount of any Net Swap Payments then due under the Interest Rate Swap Agreements (including exclusive of any unpaid Total Servicing Fees from one or more prior Collection PeriodsSwap Termination Payments); (iii) third, with the same priority and pro rata, in accordance with the outstanding principal balance of the Class A Notes and the amount of any Swap Termination Payments due and payable by the Issuer to the Class A Swap Counterparties: (1) to the Noteholders of Class A Notes, the Accrued Class A Note Interest, and (2) to the Class A Swap Counterparties, any Swap Termination Payments due to them; provided, that, if any amounts allocable to the Class A Notes are not needed to pay interest due on such Notes, such amounts will be applied to pay the portion, if any, of any Swap Termination Payments remaining unpaid to the Class A Swap Counterparties, and provided, further, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis, 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]fourth, to the Principal Distribution Account, the First Priority Principal Distribution Amount; (v) fifth, with the same priority and pro rata, in accordance with the outstanding principal balance of the Class B Notes and the amount of any Swap Termination Payments due and payable by the Issuer to the Class B Swap Counterparty: (1) to the Noteholders of Class B Notes, the Accrued Class B Note Interest, and (2) to the Class B Swap Counterparty, any Swap Termination Payments due to it; provided, that, if any amounts allocable to the Class B Notes are not needed to pay interest due on such Notes, such amounts will be applied to pay the portion, if any, of any Swap Termination Payments remaining unpaid to the Class B Swap Counterparty, and provided, further, that if there are not sufficient funds available to pay the entire amount of the Accrued Class B Note Interest, the amounts available will be applied to the payment of such interest on the Class B Notes 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) sixth, to the Note Principal Distribution Account, the Note Second Priority Principal Distributable Distribution Amount, if any; (vii) seventh, to the Certificate Distribution AccountNoteholders of Class C Notes, the Certificate Interest Distributable Amount Accrued Class C Note Interest; provided that if there are not sufficient funds available to pay the entire amount of the Accrued Class C Note Interest, the amounts available will be distributed applied to Certificateholdersthe payment of such interest on the Class C Notes on a pro rata basis; (viii) after the Notes have been paid in fulleighth, to the Certificate Principal Distribution Account, the Certificate Third Priority Principal Distributable Distribution Amount, if any; (ix) ninth, to the Certificate Interest Distribution Account, the Accrued Class D Certificate Interest; (x) tenth, to the Reserve FundAccount, the amount, if any, necessary required to reinstate bring the balance amount in the Reserve Fund Account up to the Specified Reserve Fund Balance; (xxi) eleventh, to the Principal Distribution Account, the Regular Principal Distribution Amount; and (xii) twelfth, to the Seller, any funds remaining on deposit in the Collection Account with respect to the Collection Period preceding such Payment Date. Notwithstanding the foregoing, (A) following the occurrence and during the continuation of an Event of Default specified in Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture that has resulted in an acceleration of the Notes (including the occurrence of such an Event of Default following the occurrence of an Event of Default specified in Section 5.1(iii) of the Indenture that has resulted in an acceleration of the Notes), the Servicer will instruct the Indenture Trustee to transfer the funds on deposit in the Collection Account remaining after the distribution of amounts pursuant to Section 4.7(c) (i), (ii) and (iii) above to the Principal Distribution Account to the extent necessary to reduce the principal amount of all the Class A Notes to zero, and then after payment of amounts pursuant to Section 4.7(c)(v) above to the Principal Distribution Account to the extent necessary to reduce the principal amount of all the Class B Notes to zero, (B) following the occurrence and during the continuation of an Event of Default specified in Section 5.1(iii) of the Indenture that has resulted in an acceleration of the Notes, the Servicer will instruct the Indenture Trustee to transfer the funds on deposit in the Collection Account remaining after the distribution of amounts pursuant to Section 4.7(c) (i), (ii), (iii), (iv), (v), (vi) and (vii) 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 Payment Date, the Servicer will 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 Payment 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 will 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 shall continue amounts available will be applied to maintain the Collection Account hereunder payment of principal on the Class A-2 Notes on a pro rata basis based on the principal balances of the Class A-2a Notes and the Class A-2b Notes; (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 will be applied to the payment of principal on the Class A-3 Notes on a pro rata basis based on the principal balances of the Class A-3a Notes and the Class A-3b Notes; (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 will be applied to the payment of principal on the Class A-4 Notes on a pro rata basis based on the principal balances of the Class A-4 Notes; (v) fifth, 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 will be applied to the payment of principal on the Class B Notes on a pro rata basis; (vi) sixth, to the Noteholders of the Class C Notes in reduction of principal until the principal amount of the Outstanding Class C Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class C Notes in full, the amounts available will be applied to the payment of principal on the Class C Notes on a pro rata basis; (vii) seventh, 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; (viii) eighth, to the Seller, any funds remaining on deposit in the Principal Distribution Account.

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 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 (including 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 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 Indenture and Section 7.1 of the Notes at their respective Interest Rates; (vi) to the Note Distribution AccountTrust Agreement, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Accountrespectively, 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 Amountand not previously paid; (ix) ninth, to the Reserve FundServicer, the amountlegal expenses and costs, if any, necessary payable pursuant to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance;Sections 6.4(b) and (c), and (x) on a pro rata basistenth, to the Certificateholder, any remaining Available Funds for such Payment Date. Notwithstanding the foregoing in this Section 4.6(c), (A) if the Notes have been accelerated after an Event of Default specified in Section 5.1(iii) of the Indenture, then the Servicer shall instead instruct the Indenture Trustee to apply Available Funds in the following order of priority: (1) 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 in clause (iii) above; andIndenture and Section 7.1 of the Trust Agreement, respectively, and not previously paid; (xi2) to the DepositorServicer, any Available Amount remaining the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (after giving effect 3) to the reduction 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 Available Amount same priority as described under Section 4.6(e) 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 clauses (i) through (x) above. Notwithstanding that reduction of principal until the principal amount of the Class A-1 Notes have 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; (7) to 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; (8) to the Servicer, legal expenses and costs, if any, incurred pursuant to Sections 6.4(b) and (c); and (9) to the Certificateholder, 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 Servicer shall instead instruct the Indenture Trustee to apply Available Funds 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 and Section 7.1 of the Trust 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 continue be applied to maintain the Collection Account hereunder 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 Pool Balance principal amount of the Class A-1 Notes has been reduced paid in full, and then to zerothe 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; (6) to the Servicer, legal expenses and costs incurred pursuant to Sections 6.4(b) and (c); and (7) to the Certificateholder, any remaining Available Funds for such Payment Date. (d) If the 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 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 make distributions and payments in the following order of priority: (i) 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; (ii) second, 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. 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, then to the Servicer any amounts payable pursuant to Sections 6.4(b) and (c) that are unpaid and then to the Certificateholder. (e) Notwithstanding the foregoing in Section 4.6(d), if the Notes have been accelerated after 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, first, 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 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 Class A Notes has been paid in full and then to 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. (f) [Reserved.]

Distributions. (a) On each Deposit Determination Date, Servicer shall calculate all amounts required to determine the Indenture Trustee shall cause amounts to be made (or request deposited on the Servicer to make, as applicable) the transfer and distribution in immediately available funds, related Distribution Date from the Yield Supplement Reserve Account to and the Payahead Account into the Collection Account and from the Collection Account into the Note Distribution Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment DateCertificate Distribution Account and the Payahead Account. (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 3.104.9) to make to, and 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 priorityIndenture 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; 22 SALE AND SERVICING AGREEMENT 27 (ii) withdraw from the Collection Account and deposit in the Payahead Account (or receive from 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, which will remit to the Indenture Trustee and for deposit in the Owner TrusteePayahead Account, any accrued and unpaid Trust Fees and Expensesas the case may be), 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 fullimmediately available funds, the annual aggregate amount paid of Collections on Precomputed Receivables treated as Payaheads pursuant to Section 5.2 for 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, Collection Period related to the Note such 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) aboveDate; 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.