Common use of Reserve Account Clause in Contracts

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, the Reserve Account Initial Deposit into the Reserve Account. (b) If the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds in the Reserve Account to the Depositor.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, the Reserve Account Initial Deposit into the Reserve Account. (b) If the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Total Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (GE) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based any amount remaining on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds deposit in the Reserve Account shall be distributed to the DepositorCertificateholders.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of Seller shall deposit the Depositor, the Specified Reserve Account Initial Deposit Balance into the Reserve Account. Amounts held from time to time in the Reserve Account shall be held by the Trust Collateral Agent for the benefit of the Noteholders. (b) If The Seller may, from time to time after the date hereof, request each Rating Agency to approve a formula for determining the Specified Reserve Balance that is different from the formula set forth herein, which may result in a decrease in the amount on deposit in of the Specified Reserve Balance or change the manner by which the Reserve Account on is funded. Notwithstanding any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Dateother provision of this Agreement, the Serviceruse of such new formula will be deemed to be approved upon the satisfaction of the Rating Agency Condition with respect to the use of such new formula, based on and the information contained Specified Reserve Balance will be determined in accordance with such new formula and this Agreement will be amended to reflect such new formula without the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) consent of Regulation RR, as determined solely by the Servicerany Noteholder. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment On each Distribution Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer Collateral Agent (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), Date) (A) if the Indenture Trustee shall distribute any remaining funds amount on deposit in the Reserve Account (without taking into account any amount on deposit in the Reserve Account representing net investment earnings) is less than the Specified Reserve Balance, in which case the Trust Collateral Agent shall, after payment of any amounts required to be distributed pursuant to clauses (i) through (x) of Section 5.7(a) deposit in the Reserve Account the Reserve Account Deposit Amount pursuant to Section 5.7(a)(xi), and (B) if the amount on deposit in the Reserve Account, after giving effect to all other deposits thereto and withdrawals therefrom to be made on such Distribution Date is greater than the Specified Reserve Balance, in which case the Trust Collateral Agent shall distribute the amount of such excess as part of Available Funds on such Distribution Date. (d) On each Distribution Date, the Servicer shall instruct the Trust Collateral Agent (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date) to withdraw the Reserve Account Withdrawal Amount from the Reserve Account and deposit such amounts in the Collection Account to be included as Total Available Funds for that Distribution Date. (e) Amounts properly transferred to the DepositorCertificate Distribution Account for payment to the Certificateholder pursuant to this Agreement shall not be available to the Trust Collateral Agent or the Trust for the purpose of making deposits to the Reserve Account, or making payments to the Noteholders, nor shall the Certificateholder be required to refund any amount properly received by them.

Reserve Account. (a) On The Seller will, pursuant to the Closing DateSecurities Account Control Agreement and the Indenture, establish and maintain with the Indenture Trustee will deposit, on behalf of Securities Intermediary a segregated account (the Depositor, the Reserve Account Initial Deposit into the “Reserve Account. (b”) If which will include any money and other property deposited and held therein pursuant to Section 5.06(b)(vii) and this Section 5.07. On any Payment Date on which the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater less than the Required Specified Reserve Amount for such Payment DateAccount Balance, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee shall, as directed in writing to withdraw such amount from by the Servicer in accordance with Section 5.06(b)(vii), deposit into the Reserve Account and apply it as Available Funds for such Collections until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of funds available thereinSection 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and pay or deposit such amount according (z) the payments and distributions to the priorities set forth Noteholders described in clauses (iv) and (vi) of Section 5.06(ii5.06(c). In addition, the Indenture Trustee shall withdraw amounts will be withdrawn from then on deposit in the Reserve Account as provided (excluding any net investment earnings on Eligible Investments payable to the Seller therefrom in Section 8.02(c) and (d) accordance with the terms of the IndentureBasic Documents), up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. Amounts withdrawn from On each Payment Date prior to the occurrence of an Event of Default that results in the acceleration of the Notes, and as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full excess of the Outstanding Amount of the Notes until the Pool Balance is reduced to zeroSpecified Reserve Account Balance. Following the payment in full of the aggregate Outstanding Amount of Class A Note Balance, the Notes Class B Note Balance and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, as directed in accordance with the instructions of the Servicer (based on the information contained in writing by the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts. (b) Any amounts held in the Reserve Account shall be invested by the Indenture Trustee in Eligible Investments, as directed in writing by the Seller or any agent designated to the Indenture Trustee by the Seller. Earnings on Eligible Investments in the Reserve Account shall be paid to the Seller on each Payment Date for so long as a Suspension Period (as defined in the Securities Account Control Agreement) is not continuing on such Payment Date, and such amounts paid to the Seller shall be released from the security interest of the Indenture Trustee and paid to the Seller on such Payment Date and shall not be available for payment of any other amounts due to the Noteholders or any other party hereunder. Any losses and any investment expenses shall be charged against the funds on deposit in the Reserve Account. The Indenture Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Seller or its designee to provide timely written investment directions. (c) Subject to the right of the Indenture Trustee to make withdrawals therefrom, as directed by the Servicer for the purposes and in the amounts set forth in Section 5.06, the Reserve Account and all funds held therein shall be the property of the Seller and not the property of the Issuer, the Owner Trustee or the Indenture Trustee. The Issuer, Owner Trustee, Seller and Indenture Trustee shall treat the Reserve Account, all funds therein and all net investment earnings with respect thereto as assets of the Seller for U.S. federal income tax and all other purposes. (d) Under the Securities Account Control Agreement, the Seller shall grant to the Indenture Trustee, for the benefit of the Noteholders, a security interest in any funds (including Eligible Investments) in the Reserve Account and the proceeds thereof to secure the payment of interest on and principal of the Notes, and the Indenture Trustee shall have all of the rights of a secured party under the UCC with respect thereto; provided that, on each Payment Date for so long as a Suspension Period (as defined in the Securities Account Control Agreement) is not continuing on such Payment Date, all income from the investment of funds in the Reserve Account shall be released from the security interest of the Indenture Trustee and paid to the DepositorSeller on such Payment Date and shall not be available for payment of any other amounts due to the Noteholders or any other party hereunder. If for any reason the Reserve Account is no longer an Eligible Deposit Account, the Indenture Trustee shall, or shall cause the Securities Intermediary to, use reasonable efforts to promptly cause the Reserve Account to be moved to an Eligible Institution or Eligible Trust Account Institution or to otherwise be changed so that the Reserve Account becomes an Eligible Deposit Account, in each case within sixty (60) days. Neither the Owner Trustee nor the Indenture Trustee shall enter into any subordination or intercreditor agreement with respect to the Reserve Account.

Reserve Account. (a) On The Seller will, pursuant to the Closing DateSecurities Account Control Agreement and the Indenture, establish and maintain with the Indenture Trustee will deposit, on behalf of a segregated trust account (the Depositor, the Reserve Account Initial Deposit into the “Reserve Account. (b”) If which will include any money and other property deposited and held therein pursuant to Section 5.06(b)(vii) and this Section 5.07. On any Payment Date on which the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater less than the Required Specified Reserve Amount for such Payment DateAccount Balance, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee shall, as directed in writing to withdraw such amount from by the Servicer in accordance with Section 5.06(b)(vii), deposit into the Reserve Account and apply it as Available Funds for such Collections until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of funds available thereinSection 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and pay or deposit such amount according (z) the payments and distributions to the priorities set forth Noteholders described in clauses (iv) and (vi) of Section 5.06(ii5.06(c). In addition, the Indenture Trustee shall withdraw amounts will be withdrawn from then on deposit in the Reserve Account as provided (excluding any net investment income on Eligible Investments payable to the Seller therefrom in Section 8.02(c) and (d) accordance with the terms of the IndentureBasic Documents), up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. Amounts withdrawn from On each Payment Date prior to the occurrence of an Event of Default that results in the acceleration of the Notes, and as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full excess of the Outstanding Amount of the Notes until the Pool Balance is reduced to zeroSpecified Reserve Account Balance. Following the payment in full of the aggregate Outstanding Amount of Class A Note Balance, the Notes Class B Note Balance and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, as directed in accordance with the instructions of the Servicer (based on the information contained in writing by the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts. (b) Any amounts held in the Reserve Account shall be invested by the Indenture Trustee in Eligible Investments, as directed in writing by the Seller or any agent designated to the Indenture Trustee by the Seller. Earnings on Eligible Investments in the Reserve Account shall be paid to the Seller on each Payment Date (i) prior to the occurrence of an Event of Default that results in an acceleration of the Notes that has not been rescinded under the Indenture and (ii) for so long as a Suspension Period (as defined in the Securities Account Control Agreement) is not continuing on such Payment Date, and such amounts paid to the Seller shall be released from the security interest of the Indenture Trustee and paid to the Seller on such Payment Date and shall not be available for payment of any other amounts due to the Noteholders or any other party hereunder. Any losses and any investment expenses shall be charged against the funds on deposit in the Reserve Account. The Indenture Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Seller or its designee to provide timely written investment directions. (c) Subject to the right of the Indenture Trustee to make withdrawals therefrom, as directed by the Servicer for the purposes and in the amounts set forth in Section 5.06, the Reserve Account and all funds held therein shall be the property of the Seller and not the property of the Issuer, the Owner Trustee or the Indenture Trustee. The Issuer, Owner Trustee, Seller and Indenture Trustee shall treat the Reserve Account, all funds therein and all net investment income with respect thereto as assets of the Seller for federal income tax and all other purposes. (d) Under the Securities Account Control Agreement, the Seller shall grant to the Indenture Trustee, for the benefit of the Noteholders, a security interest in any funds (including Eligible Investments) in the Reserve Account and the proceeds thereof to secure the payment of interest on and principal of the Notes, and the Indenture Trustee shall have all of the rights of a secured party under the UCC with respect thereto; provided that, on each Payment Date (i) prior to the occurrence of an Event of Default that results in an acceleration of the Notes that has not been rescinded under the Indenture and (ii) for so long as a Suspension Period (as defined in the Securities Account Control Agreement) is not continuing on such Payment Date, all income from the investment of funds in the Reserve Account shall be released from the security interest of the Indenture Trustee and paid to the DepositorSeller on such Payment Date and shall not be available for payment of any other amounts due to the Noteholders or any other party hereunder. If for any reason the Reserve Account is no longer an Eligible Deposit Account, the Indenture Trustee shall use reasonable efforts to promptly cause the Reserve Account to be moved to an Eligible Institution or to otherwise be changed so that the Reserve Account becomes an Eligible Deposit Account, in each case within thirty (30) days. Neither the Owner Trustee nor the Indenture Trustee shall enter into any subordination or intercreditor agreement with respect to the Reserve Account.

Reserve Account. (a) On The Seller will, pursuant to the Closing DateSecurities Account Control Agreement and the Indenture, establish and maintain with the Indenture Trustee will deposit, on behalf of a segregated trust account (the Depositor, the Reserve Account Initial Deposit into the “Reserve Account. (b”) If which will include any money and other property deposited and held therein pursuant to Section 5.06(b)(iv) and this Section 5.07. On any Payment Date on which the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater less than the Required Specified Reserve Amount for such Payment DateAccount Balance, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee shall, as directed in writing to withdraw such amount from by the Servicer in accordance with Section 5.06(b)(iv), deposit into the Reserve Account and apply it as Available Funds for such Collections until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (v) of funds available thereinSection 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and pay or deposit such amount according (z) the payments and distributions to the priorities set forth Noteholders described in clauses (iv) and (vi) of Section 5.06(ii5.06(c). In addition, the Indenture Trustee shall withdraw amounts will be withdrawn from then on deposit in the Reserve Account as provided (excluding any net investment income on Eligible Investments payable to the Seller therefrom in Section 8.02(c) and (d) accordance with the terms of the IndentureBasic Documents), up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. Amounts withdrawn from On each Payment Date prior to the occurrence of an Event of Default that results in the acceleration of the Notes, and as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full excess of the Outstanding Amount of the Notes until the Pool Balance is reduced to zeroSpecified Reserve Account Balance. Following the payment in full of the aggregate Outstanding Amount of Class A Note Balance, the Notes Class B Note Balance and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, as directed in accordance with the instructions of the Servicer (based on the information contained in writing by the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts. (b) Any amounts held in the Reserve Account shall be invested by the Indenture Trustee in Eligible Investments, as directed in writing by the Seller or any agent designated to the Indenture Trustee by the Seller. Earnings on Eligible Investments in the Reserve Account shall be paid to the Seller on each Payment Date (i) prior to the occurrence of an Event of Default that results in an acceleration of the Notes that has not been rescinded under the Indenture and (ii) for so long as a Suspension Period (as defined in the Securities Account Control Agreement) is not continuing on such Payment Date, and such amounts paid to the Seller shall be released from the security interest of the Indenture Trustee and paid to the Seller on such Payment Date and shall not be available for payment of any other amounts due to the Noteholders or any other party hereunder. Any losses and any investment expenses shall be charged against the funds on deposit in the Reserve Account. The Indenture Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Seller or its designee to provide timely written investment directions. (c) Subject to the right of the Indenture Trustee to make withdrawals therefrom, as directed by the Servicer for the purposes and in the amounts set forth in Section 5.06, the Reserve Account and all funds held therein shall be the property of the Seller and not the property of the Issuer, the Owner Trustee or the Indenture Trustee. The Issuer, Owner Trustee, Seller and Indenture Trustee shall treat the Reserve Account, all funds therein and all net investment income with respect thereto as assets of the Seller for federal income tax and all other purposes. (d) Under the Securities Account Control Agreement, the Seller shall grant to the Indenture Trustee, for the benefit of the Noteholders, a security interest in any funds (including Eligible Investments) in the Reserve Account and the proceeds thereof to secure the payment of interest on and principal of the Notes, and the Indenture Trustee shall have all of the rights of a secured party under the UCC with respect thereto; provided that, on each Payment Date (i) prior to the occurrence of an Event of Default that results in an acceleration of the Notes that has not been rescinded under the Indenture and (ii) for so long as a Suspension Period (as defined in the Securities Account Control Agreement) is not continuing on such Payment Date, all income from the investment of funds in the Reserve Account shall be released from the security interest of the Indenture Trustee and paid to the DepositorSeller on such Payment Date and shall not be available for payment of any other amounts due to the Noteholders or any other party hereunder. If for any reason the Reserve Account is no longer an Eligible Deposit Account, the Indenture Trustee shall use reasonable efforts to promptly cause the Reserve Account to be moved to an Eligible Institution or to otherwise be changed so that the Reserve Account becomes an Eligible Deposit Account, in each case within thirty days. Neither the Owner Trustee nor the Indenture Trustee shall enter into any subordination or intercreditor agreement with respect to the Reserve Account.

Reserve Account. (a) On or prior to the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Depositor shall deposit an amount equal to the Reserve Account Initial Deposit into the Reserve AccountAccount from the net proceeds of the sale of the Notes. The Reserve Account shall be an asset of the Issuer and pledged to the Indenture Trustee for the benefit of the Noteholders and the Issuer. (b) If In the event that the Servicer’s Certificate states that there is an Available Amounts Shortfall, then the Indenture Trustee shall, upon written directions from the Servicer, withdraw the Reserve Account Withdrawal Amount from the Reserve Account and deposit such Reserve Account Withdrawal Amount into the Collection Account no later than 12:00 noon, New York City time, on the Business Day prior to the related Payment Date. (c) With respect to each Collection Period, the Indenture Trustee shall, upon written directions from the Servicer, withdraw any Investment Earnings from amounts on deposit in the Reserve Account and deposit such amounts into the Collection Account no later than 12:00 noon, New York City time, on the Business Day prior to the related Payment Date. (d) In the event that on any Payment Date the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater shall be less than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Required Amount, the Available Funds for such Payment Date; provided that, amounts withdrawn from Amounts remaining after the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount payment of the payments and deposits required pursuant to Sections 5.06(ii)(Aamounts set forth in Section 5.05(b)(i) through (ix), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant up to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, shall be deposited by the Indenture Trustee, upon written directions from the Servicer, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Serviceron such Payment Date. (de) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions termination of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof)Trust, the Indenture Trustee shall shall, upon written directions from the Servicer, distribute any remaining funds amount then on deposit in the Reserve Account to the Depositor. Notwithstanding the other provisions of this clause (e), in the event that the Servicer exercises its right to an Optional Purchase pursuant to Section 9.01, the Indenture Trustee shall, upon written directions from the Servicer, withdraw any remaining amount on deposit in the Reserve Account and deposit such amounts into the Collection Account no later than 12:00 noon, New York City time, on the Business Day prior to the date of the Optional Purchase. On the date that all amounts are withdrawn from the Reserve Account pursuant to this Section, the Indenture Trustee and the Owner Trustee shall release their security interest in, to and under such amounts.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, the Reserve Account Initial Deposit into the Reserve Account. (b) If the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (GE) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based any amount remaining on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds deposit in the Reserve Account shall be distributed to the DepositorCertificateholders.

Reserve Account. (a) On or prior to the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Depositor shall deposit an amount equal to the Reserve Account Initial Deposit into the Reserve AccountAccount from the net proceeds of the sale of the Notes. The Reserve Account shall be an asset of the Issuer and pledged to the Indenture Trustee for the benefit of the Noteholders and the Issuer. (b) If In the event that the Servicer’s Certificate states that there is an Available Amounts Shortfall, then the Indenture Trustee shall, upon written directions from the Servicer, withdraw the Reserve Account Withdrawal Amount from the Reserve Account and deposit such Reserve Account Withdrawal Amount into the Collection Account no later than 12:00 noon, New York City time, on the Business Day prior to the related Payment Date. (c) With respect to each Collection Period, the Indenture Trustee shall, upon written directions from the Servicer, withdraw any Investment Earnings from amounts on deposit in the Reserve Account and remit such amounts to the Servicer on each Payment Date. (d) In the event that on any Payment Date the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater shall be less than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Required Amount, the Available Funds for such Payment Date; provided that, amounts withdrawn from Amounts remaining after the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount payment of the payments and deposits required pursuant to Sections 5.06(ii)(Aamounts set forth in Section 5.05(b)(i) through (ix), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant up to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, shall be deposited by the Indenture Trustee, upon written directions from the Servicer, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Serviceron such Payment Date. (de) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions termination of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof)Trust, the Indenture Trustee shall shall, upon written directions from the Servicer, distribute any remaining funds amount then on deposit in the Reserve Account to the Depositor. Notwithstanding the other provisions of this clause (e), in the event that the Servicer exercises its right to an Optional Purchase pursuant to Section 9.01, the Indenture Trustee shall, upon written directions from the Servicer, withdraw any remaining amount on deposit in the Reserve Account and deposit such amounts into the Collection Account no later than 12:00 noon, New York City time, on the Business Day prior to the date of the Optional Purchase. On the date that all amounts are withdrawn from the Reserve Account pursuant to this Section, the Indenture Trustee and the Owner Trustee shall release their security interest in, to and under such amounts.

Reserve Account. (a) On The Seller will, pursuant to the Closing DateSecurities Account Control Agreement and the Indenture, establish and maintain with the Indenture Trustee will deposit, on behalf of a segregated trust account (the Depositor, the Reserve Account Initial Deposit into the “Reserve Account. (b”) If which will include any money and other property deposited and held therein pursuant to Section 5.06(b)(vii) and this Section 5.07. On any Payment Date on which the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater less than the Required Specified Reserve Amount for such Payment DateAccount Balance, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee shall, as directed in writing to withdraw such amount from by the Servicer in accordance with Section 5.06(b)(vii), deposit into the Reserve Account and apply it as Available Funds for such Collections until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of funds available thereinSection 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and pay or deposit such amount according (z) the payments and distributions to the priorities set forth Noteholders described in clauses (iv) and (vi) of Section 5.06(ii5.06(c). In addition, the Indenture Trustee shall withdraw amounts will be withdrawn from then on deposit in the Reserve Account as provided (excluding any net investment income on Eligible Investments payable to the Seller therefrom in Section 8.02(c) and (d) accordance with the terms of the IndentureBasic Documents), up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. Amounts withdrawn from On each Payment Date prior to the occurrence of an Event of Default that results in the acceleration of the Notes, and as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full excess of the Outstanding Amount of the Notes until the Pool Balance is reduced to zeroSpecified Reserve Account Balance. Following the payment in full of the aggregate Outstanding Amount of Class A Note Balance, the Notes Class B Note Balance and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, as directed in accordance with the instructions of the Servicer (based on the information contained in writing by the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts. (b) Any amounts held in the Reserve Account shall be invested by the Indenture Trustee in Eligible Investments, as directed in writing by the Seller or any agent designated to the Indenture Trustee by the Seller. Earnings on Eligible Investments in the Reserve Account shall be paid to the Seller on each Payment Date (i) prior to the occurrence of an Event of Default that results in an acceleration of the Notes that has not been rescinded under the Indenture and (ii) for so long as a Suspension Period (as defined in the Securities Account Control Agreement) is not continuing on such Payment Date, and such amounts paid to the Seller shall be released from the security interest of the Indenture Trustee and paid to the Seller on such Payment Date and shall not be available for payment of any other amounts due to the Noteholders or any other party hereunder. Any losses and any investment expenses shall be charged against the funds on deposit in the Reserve Account. The Indenture Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Seller or its designee to provide timely written investment directions. (c) Subject to the right of the Indenture Trustee to make withdrawals therefrom, as directed by the Servicer for the purposes and in the amounts set forth in Section 5.06, the Reserve Account and all funds held therein shall be the property of the Seller and not the property of the Issuer, the Owner Trustee or the Indenture Trustee. The Issuer, Owner Trustee, Seller and Indenture Trustee shall treat the Reserve Account, all funds therein and all net investment income with respect thereto as assets of the Seller for federal income tax and all other purposes. (d) Under the Securities Account Control Agreement, the Seller shall grant to the Indenture Trustee, for the benefit of the Noteholders, a security interest in any funds (including Eligible Investments) in the Reserve Account and the proceeds thereof to secure the payment of interest on and principal of the Notes, and the Indenture Trustee shall have all of the rights of a secured party under the UCC with respect thereto; provided that, on each Payment Date (i) prior to the occurrence of an Event of Default that results in an acceleration of the Notes that has not been rescinded under the Indenture and (ii) for so long as a Suspension Period (as defined in the Securities Account Control Agreement) is not continuing on such Payment Date, all income from the investment of funds in the Reserve Account shall be released from the security interest of the Indenture Trustee and paid to the DepositorSeller on such Payment Date and shall not be available for payment of any other amounts due to the Noteholders or any other party hereunder. If for any reason the Reserve Account is no longer an Eligible Deposit Account, the Indenture Trustee shall use reasonable efforts to promptly cause the Reserve Account to be moved to an Eligible Institution or to otherwise be changed so that the Reserve Account becomes an Eligible Deposit Account, in each case within thirty days. Neither the Owner Trustee nor the Indenture Trustee shall enter into any subordination or intercreditor agreement with respect to the Reserve Account.

Reserve Account. (a) On or prior to the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Issuer shall cause to have deposited an amount equal to the Reserve Account Initial Deposit into the Reserve Account. (b) If Account from the amount net proceeds of the sale of the Notes. The Reserve Account shall be an asset of the Issuer. Funds on deposit in the Reserve Account on any Payment Date may be invested, as described in Section 5.01(d) of this Agreement. (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Dateb) is greater than In the Required Reserve Amount for such Payment Date, event that the Servicer’s Certificate states that there is an Available Amounts Shortfall, based on then the information contained Indenture Trustee shall withdraw the Reserve Account Withdrawal Amount (as indicated in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount Certificate) from the Reserve Account and apply it as Available Funds for deposit such Reserve Account Withdrawal Amount into the Collection Account no later than 12:00 noon, New York City time, on the Business Day prior to the related Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for Servicer’s Certificate states that the amount on deposit in the Reserve Account (after giving effect to all deposits thereto and withdrawals therefrom on the Business Day prior to a Payment Date are not sufficient to make Date) is greater than the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) Specified Reserve Account Balance on such any Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account shall release and distribute all such amounts on such Payment Date to the Depositor except as otherwise provided in 5.01(d). Upon any such distribution to the Depositor, the Noteholders shall have no further rights in, or claims to, such amounts. (d) In the event that, on any Payment Date, the amount on deposit in the Reserve Account shall be less than the Specified Reserve Account Balance, the Available Amounts remaining after the payment of the amounts set forth in Section 5.06(b)(i) through (iv), up to an amount equal to such shortfall, shall be deposited by the Indenture Trustee (as instructed by the Servicer pursuant to the extent of funds available therein, and pay or deposit such amount according Servicer’s Certificate) to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Serviceron such Payment Date. (de) Subject to Section 9.01, amounts on deposit in the Reserve Account will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, Noteholders and the final distribution termination of the Trust, any amount then allocated to the Reserve Account shall be paid to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds in the Reserve Account to the Depositor.

Reserve Account. (a) On The Seller will, pursuant to the Closing DateSecurities Account Control Agreement and the Indenture, establish and maintain with the Indenture Trustee will deposit, on behalf of Securities Intermediary a segregated account (the Depositor, the Reserve Account Initial Deposit into the “Reserve Account. (b”) If which will include any money and other property deposited and held therein pursuant to Section 5.06(b)(vii) and this Section 5.07. On any Payment Date on which the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater less than the Required Specified Reserve Amount for such Payment DateAccount Balance, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee shall, as directed in writing to withdraw such amount from by the Servicer in accordance with Section 5.06(b)(vii), deposit into the Reserve Account and apply it as Available Funds for such Collections until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of funds available thereinSection 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and pay or deposit such amount according (z) the payments and distributions to the priorities set forth Noteholders described in clauses (iv) and (vi) of Section 5.06(ii5.06(c). In addition, the Indenture Trustee shall withdraw amounts will be withdrawn from then on deposit in the Reserve Account as provided (excluding any net investment earnings on Eligible Investments payable to the Seller therefrom in Section 8.02(c) and (d) accordance with the terms of the IndentureBasic Documents), up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. Amounts withdrawn from On each Payment Date prior to the occurrence of an Event of Default that results in the acceleration of the Notes, and as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full excess of the Outstanding Amount of the Notes until the Pool Balance is reduced to zeroSpecified Reserve Account Balance. Following the payment in full of the aggregate Outstanding Amount of Class A Note Balance, the Notes Class B Note Balance and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, as directed in accordance with the instructions of the Servicer (based on the information contained in writing by the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts. (b) Any amounts held in the Reserve Account shall be invested by the Indenture Trustee in Eligible Investments, as directed in writing by the Seller or any agent designated to the Indenture Trustee by the Seller. Earnings on Eligible Investments in the Reserve Account shall be paid to the Seller on each Payment Date (i) prior to the occurrence of an Event of Default that results in an acceleration of the Notes that has not been rescinded under the Indenture and (ii) for so long as a Suspension Period (as defined in the Securities Account Control Agreement) is not continuing on such Payment Date, and such amounts paid to the Seller shall be released from the security interest of the Indenture Trustee and paid to the Seller on such Payment Date and shall not be available for payment of any other amounts due to the Noteholders or any other party hereunder. Any losses and any investment expenses shall be charged against the funds on deposit in the Reserve Account. The Indenture Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Seller or its designee to provide timely written investment directions. (c) Subject to the right of the Indenture Trustee to make withdrawals therefrom, as directed by the Servicer for the purposes and in the amounts set forth in Section 5.06, the Reserve Account and all funds held therein shall be the property of the Seller and not the property of the Issuer, the Owner Trustee or the Indenture Trustee. The Issuer, Owner Trustee, Seller and Indenture Trustee shall treat the Reserve Account, all funds therein and all net investment earnings with respect thereto as assets of the Seller for U.S. federal income tax and all other purposes. (d) Under the Securities Account Control Agreement, the Seller shall grant to the Indenture Trustee, for the benefit of the Noteholders, a security interest in any funds (including Eligible Investments) in the Reserve Account and the proceeds thereof to secure the payment of interest on and principal of the Notes, and the Indenture Trustee shall have all of the rights of a secured party under the UCC with respect thereto; provided that, on each Payment Date (i) prior to the occurrence of an Event of Default that results in an acceleration of the Notes that has not been rescinded under the Indenture and (ii) for so long as a Suspension Period (as defined in the Securities Account Control Agreement) is not continuing on such Payment Date, all income from the investment of funds in the Reserve Account shall be released from the security interest of the Indenture Trustee and paid to the DepositorSeller on such Payment Date and shall not be available for payment of any other amounts due to the Noteholders or any other party hereunder. If for any reason the Reserve Account is no longer an Eligible Deposit Account, the Indenture Trustee shall, or shall cause the Securities Intermediary to, use reasonable efforts to promptly cause the Reserve Account to be moved to an Eligible Institution or Eligible Trust Account Institution or to otherwise be changed so that the Reserve Account becomes an Eligible Deposit Account, in each case within sixty (60) days. Neither the Owner Trustee nor the Indenture Trustee shall enter into any subordination or intercreditor agreement with respect to the Reserve Account.

Reserve Account. (a) On The Seller will, pursuant to the Closing DateSecurities Account Control Agreement and the Indenture, establish and maintain with the Indenture Trustee will deposit, on behalf of a segregated trust account (the Depositor, the Reserve Account Initial Deposit into the “Reserve Account. (b”) If which will include any money and other property deposited and held therein pursuant to Section 5.06(b)(vii) and this Section 5.07. On any Payment Date on which the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater less than the Required Specified Reserve Amount for such Payment DateAccount Balance, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee shall, as directed in writing to withdraw such amount from by the Servicer in accordance with Section 5.06(b)(vii), deposit into the Reserve Account and apply it as Available Funds for such Collections until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of funds available thereinSection 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and pay or deposit such amount according (z) the payments and distributions to the priorities set forth Noteholders described in clauses (iv) and (vi) of Section 5.06(ii5.06(c). In addition, the Indenture Trustee shall withdraw amounts will be withdrawn from then on deposit in the Reserve Account as provided (excluding any net investment earnings on Eligible Investments payable to the Seller therefrom in Section 8.02(c) and (d) accordance with the terms of the IndentureBasic Documents), up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. Amounts withdrawn from On each Payment Date prior to the occurrence of an Event of Default that results in the acceleration of the Notes, and as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full excess of the Outstanding Amount of the Notes until the Pool Balance is reduced to zeroSpecified Reserve Account Balance. Following the payment in full of the aggregate Outstanding Amount of Class A Note Balance, the Notes Class B Note Balance and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, as directed in accordance with the instructions of the Servicer (based on the information contained in writing by the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts. (b) Any amounts held in the Reserve Account shall be invested by the Indenture Trustee in Eligible Investments, as directed in writing by the Seller or any agent designated to the Indenture Trustee by the Seller. Earnings on Eligible Investments in the Reserve Account shall be paid to the Seller on each Payment Date (i) prior to the occurrence of an Event of Default that results in an acceleration of the Notes that has not been rescinded under the Indenture and (ii) for so long as a Suspension Period (as defined in the Securities Account Control Agreement) is not continuing on such Payment Date, and such amounts paid to the Seller shall be released from the security interest of the Indenture Trustee and paid to the Seller on such Payment Date and shall not be available for payment of any other amounts due to the Noteholders or any other party hereunder. Any losses and any investment expenses shall be charged against the funds on deposit in the Reserve Account. The Indenture Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Seller or its designee to provide timely written investment directions. (c) Subject to the right of the Indenture Trustee to make withdrawals therefrom, as directed by the Servicer for the purposes and in the amounts set forth in Section 5.06, the Reserve Account and all funds held therein shall be the property of the Seller and not the property of the Issuer, the Owner Trustee or the Indenture Trustee. The Issuer, Owner Trustee, Seller and Indenture Trustee shall treat the Reserve Account, all funds therein and all net investment earnings with respect thereto as assets of the Seller for U.S. federal income tax and all other purposes. (d) Under the Securities Account Control Agreement, the Seller shall grant to the Indenture Trustee, for the benefit of the Noteholders, a security interest in any funds (including Eligible Investments) in the Reserve Account and the proceeds thereof to secure the payment of interest on and principal of the Notes, and the Indenture Trustee shall have all of the rights of a secured party under the UCC with respect thereto; provided that, on each Payment Date (i) prior to the occurrence of an Event of Default that results in an acceleration of the Notes that has not been rescinded under the Indenture and (ii) for so long as a Suspension Period (as defined in the Securities Account Control Agreement) is not continuing on such Payment Date, all income from the investment of funds in the Reserve Account shall be released from the security interest of the Indenture Trustee and paid to the DepositorSeller on such Payment Date and shall not be available for payment of any other amounts due to the Noteholders or any other party hereunder. If for any reason the Reserve Account is no longer an Eligible Deposit Account, the Indenture Trustee shall use reasonable efforts to promptly cause the Reserve Account to be moved to an Eligible Institution or to otherwise be changed so that the Reserve Account becomes an Eligible Deposit Account, in each case within sixty (60) days. Neither the Owner Trustee nor the Indenture Trustee shall enter into any subordination or intercreditor agreement with respect to the Reserve Account.

Reserve Account. (a) On the Closing Date, the Indenture Owner Trustee will deposit, on behalf of the DepositorSeller, the Reserve Account Initial Deposit into the Deposit Account from the net proceeds of the sale of the Notes which amount shall be allocated to the Reserve Account. (b) If the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer.[RESERVED] (ci) In the event that the Total Available Funds for a Payment Date are not sufficient to make Distribution Amount (after the full amount payment of the payments Servicing Fee and deposits required pursuant any previously unpaid Servicing Fees) with respect to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) any Collection Period is less than the accrued and (G) unpaid interest on such the Notes on a Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfalldeficiency, to the extent of funds available therein, and pay or deposit allocate such amount according for distribution to the priorities set forth in Section 5.06(ii). Noteholders. (ii) In additionthe event that the amount allocated for distribution to the Noteholders pursuant to Sections 5.05(a)(ii)(B) and (E) is insufficient to make payments of principal on (A) the Class A-1 Notes so that the Outstanding Amount for the Class A-1 Notes equals zero on the Class A-1 Final Scheduled Payment Date; (B) the Class A-2 Notes so that the Outstanding Amount for the Class A-2 Notes equals zero on the Class A-2 Final Scheduled Payment Date; (C) the Class A-3 Notes so that the Outstanding Amount for the Class A-3 Notes equals zero on the Class A-3 Final Scheduled Payment Date; (D) the Class A-4 Notes so that the Outstanding Amount for the Class A-4 Notes equals zero on the Class A-4 Final Scheduled Payment Date or (E) the Class B Notes so that the Outstanding Amount of the Class B Notes equals zero on the Class B Final Scheduled Payment Date, amounts will be withdrawn the Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account as provided on such Class Final Scheduled Payment Date an amount equal to such deficiency, to the extent of funds available therein, and allocate such amount for distribution to the related Noteholders in Section 8.02(caccordance with this Sale and Servicing Agreement. (iii) and (d) In the event that the Outstanding Amount of the Indenture. Amounts withdrawn Notes exceeds the Related Pool Balance, the Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account shall only be used in on the manner permitted under §246.4(b)(3) related Payment Date an amount equal to such excess, to the extent of Regulation RRfunds available therein, as determined solely by and allocate such amount for distribution to the ServicerNoteholders. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 5.05(a) following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, Noteholders and Certificateholders and the final distribution to the Certificateholders, in accordance with the instructions termination of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant Trust, any amount then allocated to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds in the Reserve Account shall be distributed to the DepositorCompany.

Reserve Account. (a) On or prior to the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Depositor shall deposit an amount equal to the Reserve Account Initial Deposit into the Reserve AccountAccount from the net proceeds of the sale of the Notes. The Reserve Account shall be an asset of the Issuer and pledged to the Indenture Trustee for the benefit of the Noteholders and the Issuer. (b) If In the event that the Servicer’s Certificate states that there is an Available Amounts Shortfall, then the Indenture Trustee shall, upon written directions from the Servicer, withdraw the Reserve Account Withdrawal Amount from the Reserve Account and deposit such Reserve Account Withdrawal Amount into the Collection Account no later than 12:00 noon, New York City time, on the Business Day prior to the related Payment Date. (c) With respect to each Collection Period, the Indenture Trustee shall, upon written directions from the Servicer, withdraw any Investment Earnings from amounts on deposit in the Reserve Account and remit such amounts to the Servicer on each Payment Date. (d) In the event that on any Payment Date the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater shall be less than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Required Amount, the Available Funds for such Payment Date; provided that, amounts withdrawn from Amounts remaining after the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount payment of the payments and deposits required pursuant to Sections 5.06(ii)(Aamounts set forth in Section 5.05(b)(i) through (ix), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant up to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, shall be deposited by the Indenture Trustee, upon written directions from the Servicer, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Serviceron such Payment Date. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds in the Reserve Account to the Depositor.

Reserve Account. (a) On or prior to the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Issuer shall cause to have deposited an amount equal to the Reserve Account Initial Deposit into the Reserve Account. (b) If Account from the amount net proceeds of the sale of the Notes. The Reserve Account shall be an asset of the Issuer. Funds on deposit in the Reserve Account on any Payment Date may be invested, as described in Section 5.01(d) of this Agreement. (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Dateb) is greater than In the Required Reserve Amount for such Payment Date, event that the Servicer’s Certificate states that there is an Available Amounts Shortfall, based on then the information contained Indenture Trustee shall withdraw the Reserve Account Withdrawal Amount (as indicated in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount Certificate) from the Reserve Account and apply it as Available Funds for deposit such Reserve Account Withdrawal Amount into the Collection Account no later than 12:00 noon, New York City time, on the Business Day prior to the related Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for Servicer’s Certificate states that the amount on deposit in the Reserve Account (after giving effect to all deposits thereto and withdrawals therefrom on the Business Day prior to a Payment Date are not sufficient to make Date) is greater than the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) Reserve Account Required Amount on such any Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account shall release and distribute all such amounts on such Payment Date to the Certificateholders except as otherwise provided in 5.01(d). Upon any such distribution to the Certificateholders, the Noteholders shall have no further rights in, or claims to, such amounts. (d) In the event that, on any Payment Date, the amount on deposit in the Reserve Account shall be less than the Reserve Account Required Amount, the Available Amounts remaining after the payment of the amounts set forth in Section 5.06(b)(i) through (iii), up to an amount equal to such shortfall, shall be deposited by the Indenture Trustee (as instructed by the Servicer pursuant to the extent of funds available therein, and pay or deposit such amount according Servicer’s Certificate) to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Serviceron such Payment Date. (de) Subject to Section 9.01, amounts on deposit in the Reserve Account will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, Noteholders and the final distribution termination of the Trust, any amount then allocated to the Reserve Account shall be paid to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds in the Reserve Account to the Depositor.

Reserve Account. (a) In order to assure that certain amounts will be available to make required payments to Noteholders, the Seller will, pursuant to the Securities Account Control Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “Reserve Account”) in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to Section 5.06 and this Section 5.07. On or prior to the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Seller shall deposit an amount equal to the Reserve Account Initial Deposit into the Reserve Account. (b) If . As, and to the extent, set forth in Section 5.06(c), the Relevant Trustee will deposit Available Amounts into the Reserve Account on each Distribution Date as provided in the Servicer’s Certificate, until the amount on deposit therein equals the Specified Reserve Account Balance. On each Distribution Date, to the extent that amounts in the Collection Account and/or Available Amounts, as the case may be, are insufficient to fully fund the payments and distributions described in clauses (i) through (vi) of Section 5.06(c), clauses (i) through (vii) of Section 5.06(d), or clauses (i) through (viii) of Section 5.06(e), the Relevant Trustee will withdraw amounts then on deposit in the Reserve Account, up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Distribution Date, as provided in the Servicer’s Certificate, the Relevant Trustee will release to the Seller any amounts remaining on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than in excess of the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Specified Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii)Balance. In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following Upon the payment in full of the aggregate Outstanding Amount of Notes under the Notes Indenture, as directed in writing by the Servicer, the Relevant Trustee will release to the Seller any amounts remaining on deposit in the Reserve Account, and of all rights to the Reserve Account and all other amounts owing collateral registered or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution held therein shall revert to the Certificateholders, Seller in accordance with the instructions of Securities Account Control Agreement. Upon any such distribution to the Seller, the Issuer, Owner Trustee, Certificateholders, Indenture Trustee and Noteholders will have no further rights in, or claims to, such amounts. (b) All amounts held in the Reserve Account shall be invested by the Relevant Trustee, as directed in writing by the Servicer, in Eligible Investments; provided that if (x) the Servicer (based shall have failed to give investment directions for any funds on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds deposit in the Reserve Account to the DepositorIndenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Reserve Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Reserve Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Reserve Account shall be paid to the Seller, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (c) Subject to the right of the Relevant Trustee to make withdrawals therefrom, as directed by the Servicer, for the purposes and in the amounts set forth in Section 5.06 and 5.07(a), the Reserve Account and all funds held therein shall be the property of the Seller and not the property of the Issuer, the Owner Trustee or the Indenture Trustee. The Issuer, the Owner Trustee, the Seller and the Indenture Trustee will treat the Reserve Account, all funds therein and all net investment income with respect thereto as assets of the Seller for federal income tax and all other purposes. (d) The Seller hereby grants to the Owner Trustee and the Indenture Trustee for the benefit of the Noteholders a security interest in the Reserve Account and all funds (including Eligible Investments) in the Reserve Account (including the Reserve Account Initial Deposit) and the proceeds thereof to secure the payment of interest on and principal of the Notes, and the Owner Trustee and the Indenture Trustee shall have all of the rights of a secured party under the UCC with respect thereto; provided that all income from the investment of funds in the Reserve Account, and the right to receive such income are retained by the Seller and are not transferred, assigned or otherwise conveyed hereunder. If for any reason the Reserve Account is no longer an Eligible Deposit Account, the Relevant Trustee shall promptly cause the Reserve Account to be moved to another institution or otherwise changed so that the Reserve Account becomes an Eligible Deposit Account. (e) Neither the Owner Trustee nor the Indenture Trustee shall enter into any subordination or intercreditor agreement with respect to the Reserve Account.

Reserve Account. (a) On The Seller will, pursuant to the Closing DateSecurities Account Control Agreement and the Indenture, establish and maintain with the Indenture Trustee will deposit, on behalf of a segregated trust account (the Depositor, the Reserve Account Initial Deposit into the “Reserve Account. (b”) If which will include any money and other property deposited and held therein pursuant to Section 5.06(b)(vii) and this Section 5.07. On any Payment Date on which the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater less than the Required Specified Reserve Amount for such Payment DateAccount Balance, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee shall, as directed in writing to withdraw such amount from by the Servicer in accordance with Section 5.06(b)(vii), deposit into the Reserve Account and apply it as Available Funds for such Collections until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of funds available thereinSection 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and pay or deposit such amount according (z) the payments and distributions to the priorities set forth Noteholders described in clauses (iv) and (vi) of Section 5.06(ii5.06(c). In addition, the Indenture Trustee shall withdraw amounts will be withdrawn from then on deposit in the Reserve Account as provided (excluding any net investment earnings on Eligible Investments payable to the Seller therefrom in Section 8.02(c) and (d) accordance with the terms of the IndentureBasic Documents), up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. Amounts withdrawn from On each Payment Date prior to the occurrence of an Event of Default that results in the acceleration of the Notes, and as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full excess of the Outstanding Amount of the Notes until the Pool Balance is reduced to zeroSpecified Reserve Account Balance. Following the payment in full of the aggregate Outstanding Amount of Class A Note Balance, the Notes Class B Note Balance and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, as directed in accordance with the instructions of the Servicer (based on the information contained in writing by the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts. (b) Any amounts held in the Reserve Account shall be invested by the Indenture Trustee in Eligible Investments, as directed in writing by the Seller or any agent designated to the Indenture Trustee by the Seller. Earnings on Eligible Investments in the Reserve Account shall be paid to the Seller on each Payment Date (i) prior to the occurrence of an Event of Default that results in an acceleration of the Notes that has not been rescinded under the Indenture and (ii) for so long as a Suspension Period (as defined in the Securities Account Control Agreement) is not continuing on such Payment Date, and such amounts paid to the Seller shall be released from the security interest of the Indenture Trustee and paid to the Seller on such Payment Date and shall not be available for payment of any other amounts due to the Noteholders or any other party hereunder. Any losses and any investment expenses shall be charged against the funds on deposit in the Reserve Account. The Indenture Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Seller or its designee to provide timely written investment directions. (c) Subject to the right of the Indenture Trustee to make withdrawals therefrom, as directed by the Servicer for the purposes and in the amounts set forth in Section 5.06, the Reserve Account and all funds held therein shall be the property of the Seller and not the property of the Issuer, the Owner Trustee or the Indenture Trustee. The Issuer, Owner Trustee, Seller and Indenture Trustee shall treat the Reserve Account, all funds therein and all net investment earnings with respect thereto as assets of the Seller for U.S. federal income tax and all other purposes. (d) Under the Securities Account Control Agreement, the Seller shall grant to the Indenture Trustee, for the benefit of the Noteholders, a security interest in any funds (including Eligible Investments) in the Reserve Account and the proceeds thereof to secure the payment of interest on and principal of the Notes, and the Indenture Trustee shall have all of the rights of a secured party under the UCC with respect thereto; provided that, on each Payment Date (i) prior to the occurrence of an Event of Default that results in an acceleration of the Notes that has not been rescinded under the Indenture and (ii) for so long as a Suspension Period (as defined in the Securities Account Control Agreement) is not continuing on such Payment Date, all income from the investment of funds in the Reserve Account shall be released from the security interest of the Indenture Trustee and paid to the DepositorSeller on such Payment Date and shall not be available for payment of any other amounts due to the Noteholders or any other party hereunder. If for any reason the Reserve Account is no longer an Eligible Deposit Account, the Indenture Trustee shall use reasonable efforts to promptly cause the Reserve Account to be moved to an Eligible Institution or to otherwise be changed so that the Reserve Account becomes an Eligible Deposit Account, in each case within thirty (30) days. Neither the Owner Trustee nor the Indenture Trustee shall enter into any subordination or intercreditor agreement with respect to the Reserve Account.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Seller shall deposit the Reserve Account Initial Deposit into the Reserve Account. The Servicer shall determine the Specified Reserve Account Balance for each Payment Date. (bi) If the amount on deposit in the Reserve Account on any each Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment DateDate pursuant to Section 5.04 and Section 5.05(c)) is greater than the Required Specified Reserve Amount Account Balance for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee to distribute such excess in writing to withdraw such amount from the Reserve Account to the Seller. (ii) on the date on which all interest on and apply it as Available Funds for such Payment Date; provided thatprincipal of the Notes have been paid in full, amounts withdrawn from the Servicer shall instruct the Indenture Trustee to distribute the Reserve Account balance to the Seller. (iii) Amounts properly distributed to the Seller pursuant to this Section 5.05(b) shall only be used deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller shall in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicerno event thereafter be required to refund any such distributed amounts. (c) In the event that the Total Available Funds Noteholders’ Distributable Amount for a Payment Date are not sufficient to make exceeds the full amount of deposited into the payments and deposits required Note Distribution Account pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (FSection 5.04(b)(iii) and (Giv) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfallDate, to the extent of funds available therein, an amount equal to such excess and pay or deposit such amount according to into the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerNote Distribution Account. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds in the Reserve Account to the Depositor.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. (a) In the event that the Primary Servicing Fee for any Distribution Date exceeds the amount distributed to the Servicer pursuant to Section 2.8(a) on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such deficiency, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Section 2.9(h) below, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. (b) If In the event that Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to clause 2.9(a) above, and to distribute such amounts in the same order and priority as is set forth in Sections 2.8(a) through 2.8(d) above. (c) In the event that the Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any class of Class A Notes exceeds the amount distributed to the holders of such class of the Class A Notes pursuant to Sections 2.8(f) above on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to clauses 2.9(a) and 2.9(b) above, and to distribute such amount to the Class A Noteholders entitled thereto, in the same order and priority as set forth in Section 2.8(f) above. (d) In the event that the Class B Noteholders’ Principal Distribution Amount on the Class B Maturity Date exceeds the amount distributed to the Class B Noteholders pursuant to Section 2.8(g) above on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to clauses 2.9(a) through 2.9(c) above, and to distribute such amount to the Class B Noteholders entitled thereto, in the same order and priority as set forth in Section 2.8(h) above. (e) If, after giving effect to clauses 2.9(a) through 2.9(d) above, the amount on deposit in the Reserve Account on any Payment Distribution Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment DateDistribution Date other than pursuant to this clause) is greater than the Required Specified Reserve Amount Account Balance for such Payment Distribution Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Administrator shall instruct the Indenture Trustee in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount from into the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerCollection Account. (cf) In On the event that the Total Available Funds for a Payment final Distribution Date are not sufficient to make the full amount upon termination of the payments Trust and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, following the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees, if applicable) owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution Servicer or the Administrator, as applicable, to the Certificateholdersextent that Available Funds on such date are insufficient to make the following payments, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any amounts remaining funds in the Reserve Account shall be used to pay any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account after such payments have been made shall be distributed to the DepositorExcess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event be required to refund any amounts properly distributed pursuant to this Section 2.9(f). (g) [Reserved]. (h) Anything in this Section 2.9 to the contrary notwithstanding, if the market value of securities and cash in the Reserve Account is on any Distribution Date sufficient to pay the remaining principal amount of and interest accrued on the Notes, and to pay any unpaid Carryover Servicing Fee and Carryover Amounts, such amount will be so applied on such Distribution Date and the Administrator shall instruct the Indenture Trustee to make such payments. (i) Notwithstanding the foregoing, funds on deposit in the Reserve Account may be withdrawn by the Administrator at any time to pay any amounts owed to the Department in respect of any shortfalls in amounts on deposit in the Floor Income Rebate Account to be netted against Interest Subsidy Payments and/or Special Allowance Payments on the Trust Student Loans.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. (a) In the event that the Primary Servicing Fee for any Distribution Date exceeds the amount distributed to the Servicer pursuant to Section 2.8(a) on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such deficiency, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Section 2.9(h) below, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. (b) If In the event that Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to clause 2.9(a) above, and to distribute such amounts in the same order and priority as is set forth in Sections 2.8(a) through 2.8(d) above. (c) In the event that the Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any class of Class A Notes exceeds the amount distributed to the holders of the Class A Notes pursuant to Sections 2.8(f) above on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to clauses 2.9(a) and 2.9(b) above, and to distribute such amount to the Class A Noteholders entitled thereto, in the same order and priority as set forth in Section 2.8(f) above. (d) In the event that the Class B Noteholders’ Principal Distribution Amount on the Class B Maturity Date exceeds the amount distributed to the Class B Noteholders pursuant to Section 2.8(g) above on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to clauses 2.9(a) through 2.9(c) above, and to distribute such amount to the Class B Noteholders entitled thereto, in the same order and priority as set forth in Section 2.8(h) above. (e) If, after giving effect to clauses 2.9(a) through 2.9(d) above, the amount on deposit in the Reserve Account on any Payment Distribution Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment DateDistribution Date other than pursuant to this clause) is greater than the Required Specified Reserve Amount Account Balance for such Payment Distribution Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Administrator shall instruct the Indenture Trustee in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount from into the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerCollection Account. (cf) In On the event that the Total Available Funds for a Payment final Distribution Date are not sufficient to make the full amount upon termination of the payments Trust and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, following the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees, if applicable) owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution Servicer or the Administrator, as applicable, to the Certificateholdersextent that Available Funds on such date are insufficient to make the following payments, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any amounts remaining funds in the Reserve Account shall be used to pay any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account after such payments have been made shall be distributed to the DepositorExcess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event be required to refund any amounts properly distributed pursuant to this Section 2.9(f). (g) [Reserved]. (h) Anything in this Section 2.9 to the contrary notwithstanding, if the market value of securities and cash in the Reserve Account is on any Distribution Date sufficient to pay the remaining principal amount of and interest accrued on the Notes, and to pay any unpaid Carryover Servicing Fee and Carryover Amounts, such amount will be so applied on such Distribution Date and the Administrator shall instruct the Indenture Trustee to make such payments. (i) Notwithstanding the foregoing, funds on deposit in the Reserve Account may be withdrawn by the Administrator at any time to pay any amounts owed to the Department in respect of any shortfalls in amounts on deposit in the Floor Income Rebate Account to be netted against Interest Subsidy Payments and/or Special Allowance Payments on the Trust Student Loans.

Reserve Account. (a) On or prior to the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Issuer shall cause to have deposited an amount equal to the Reserve Account Initial Deposit into the Reserve Account. (b) If Account from the amount net proceeds of the sale of the Notes. The Reserve Account shall be an asset of the Issuer. Funds on deposit in the Reserve Account on any Payment Date may be invested, as described in Section 5.01(d) of this Agreement. (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Dateb) is greater than In the Required Reserve Amount for such Payment Date, event that the Servicer’s Certificate states that there is an Available Amounts Shortfall, based on then the information contained Indenture Trustee shall withdraw the Reserve Account Withdrawal Amount (as indicated in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount Certificate) from the Reserve Account and apply it as Available Funds for deposit such Reserve Account Withdrawal Amount into the Collection Account no later than 12:00 noon, New York City time, on the Business Day prior to the related Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for Servicer’s Certificate states that the amount on deposit in the Reserve Account (after giving effect to all deposits thereto and withdrawals therefrom on the Business Day prior to a Payment Date are not sufficient to make Date) is greater than the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) Reserve Account Required Amount on such any Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account shall release and distribute all such amounts on such Payment Date to the Depositor except as otherwise provided in 5.01(d). Upon any such distribution to the Depositor, the Noteholders shall have no further rights in, or claims to, such amounts. (d) In the event that, on any Payment Date, the amount on deposit in the Reserve Account shall be less than the Reserve Account Required Amount, the Available Amounts remaining after the payment of the amounts set forth in Section 5.06(b)(i) through (iv), up to an amount equal to such shortfall, shall be deposited by the Indenture Trustee (as instructed by the Servicer pursuant to the extent of funds available therein, and pay or deposit such amount according Servicer’s Certificate) to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Serviceron such Payment Date. (de) Subject to Section 9.01, amounts on deposit in the Reserve Account will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, Noteholders and the final distribution termination of the Trust, any amount then allocated to the Reserve Account shall be paid to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds in the Reserve Account to the Depositor.

Reserve Account. (a) In order to assure that certain amounts will be available to make required payments to Noteholders, the Seller will, pursuant to the Securities Account Control Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “Reserve Account”) in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to Section 5.06 and this Section 5.07. On or prior to the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Seller shall deposit an amount equal to the Reserve Account Initial Deposit into the Reserve Account. (b) If . As, and to the extent, set forth in Section 5.06(c), the Relevant Trustee will deposit Available Amounts into the Reserve Account on each Distribution Date as provided in the Servicer’s Certificate, until the amount on deposit therein equals the Specified Reserve Account Balance. On each Distribution Date, to the extent that amounts in the Collection Account and/or Available Amounts, as the case may be, are insufficient to fully fund the payments and distributions described in clauses (i) through (vi) of Section 5.06(c), clauses (i) through (vi) of Section 5.06(d), or clauses (i) through (viii) of Section 5.06(e), the Relevant Trustee will withdraw amounts then on deposit in the Reserve Account, up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Distribution Date, as provided in the Servicer’s Certificate, the Relevant Trustee will release to the Seller any amounts remaining on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than in excess of the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Specified Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii)Balance. In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following Upon the payment in full of the aggregate Outstanding Amount of Notes under the Notes Indenture, as directed in writing by the Servicer, the Relevant Trustee will release to the Seller any amounts remaining on deposit in the Reserve Account, and of all rights to the Reserve Account and all other amounts owing collateral registered or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution held therein shall revert to the Certificateholders, Seller in accordance with the instructions of Securities Account Control Agreement. Upon any such distribution to the Servicer (based on Seller, the information contained in Issuer, the Servicer’s Certificate delivered on Owner Trustee, the related Payment Determination Date pursuant to Section 4.09 hereof)Certificateholders, the Indenture Trustee, the Noteholders and the Relevant Trustee will have no further rights in, or claims to, such amounts. (b) All amounts held in the Reserve Account shall distribute be invested by the Relevant Trustee, as directed in writing by the Servicer, in Eligible Investments; provided that if (x) the Servicer shall have failed to give investment directions for any remaining funds on deposit in the Reserve Account to the DepositorIndenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Reserve Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Reserve Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Reserve Account shall be paid to the Seller, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (c) Subject to the right of the Relevant Trustee to make withdrawals therefrom, as directed by the Servicer, for the purposes and in the amounts set forth in Section 5.06 and 5.07(a), the Reserve Account and all funds held therein shall be the property of the Seller and not the property of the Issuer, the Owner Trustee or the Indenture Trustee. The Issuer, the Owner Trustee, the Seller and the Indenture Trustee will treat the Reserve Account, all funds therein and all net investment income with respect thereto as assets of the Seller for federal income tax and all other purposes. (d) The Seller hereby grants to the Owner Trustee and the Indenture Trustee for the benefit of the Noteholders a security interest in the Reserve Account and all funds (including Eligible Investments) in the Reserve Account (including the Reserve Account Initial Deposit) and the proceeds thereof to secure the payment of interest on and principal of the Notes, and the Owner Trustee and the Indenture Trustee shall have all of the rights of a secured party under the UCC with respect thereto; provided that all income from the investment of funds in the Reserve Account, and the right to receive such income are retained by the Seller and are not transferred, assigned or otherwise conveyed hereunder. If for any reason the Reserve Account is no longer an Eligible Deposit Account, the Relevant Trustee shall promptly cause the Reserve Account to be moved to another institution or otherwise changed so that the Reserve Account becomes an Eligible Deposit Account. (e) Neither the Owner Trustee nor the Indenture Trustee shall enter into any subordination or intercreditor agreement with respect to the Reserve Account.

Reserve Account. (a) On The Seller will, pursuant to the Closing DateSecurities Account Control Agreement and the Indenture, establish and maintain with the Indenture Trustee a segregated trust account (the "Reserve Account") which will depositinclude any money and other property deposited and held therein pursuant to Section 5.06(c)(iv) and this Section. Under the circumstances specified in Section 5.08(b), on behalf the holder of the DepositorRevolving Liquidity Note will be obligated to fund a draw of the entire amount available to be drawn thereunder, which amounts will be applied by the Indenture Trustee pursuant to the written direction of the Servicer to fund certain shortfalls as described in Section 5.08 and be deposited into the Reserve Account Initial Deposit into until the amount on deposit therein equals the Specified Reserve Account. (b) If Account Balance. On any Payment Date on which the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater less than the Required Specified Reserve Amount for such Account Balance (which may be the case whether or not any of the circumstances specified in Section 5.08 has occurred and is continuing), the Indenture Trustee will, as directed in writing by the Servicer in accordance with Section 5.06(c)(iv), deposit into the Reserve Account Available Collections until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Date, to the extent that Available Collections are insufficient to fully fund the payments and distributions described in clauses (i) through (iii) of Section 5.06(c) or in clauses (i) through (iii) of Section 5.06(d), the Indenture Trustee will withdraw amounts then on deposit in the Reserve Account (excluding net investment income on Eligible Investments which amounts are payable to the Seller therefrom), up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. Also on each Payment Date, as directed in writing by the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee will apply any amounts remaining on deposit in writing to withdraw such amount from the Reserve Account in excess of the Specified Reserve Account Balance first to repay any unreimbursed draws on the Revolving Liquidity Note and apply it any interest accrued thereon (in that order), and then will release to the Seller any remaining amounts in excess of the Specified Reserve Account Balance. Upon the termination of the trusts established under the Trust Agreement and the Indenture, as Available Funds for directed in writing by the Servicer, the Indenture Trustee will repay any unreimbursed draws on the Revolving Liquidity Note and any interest accrued thereon (in that order) and will release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such Payment Date; provided thatdistribution to the Seller, the Issuer, Owner Trustee, Certificateholder, Indenture Trustee, holder of the Revolving Liquidity Note and Noteholders will have no further rights in, or claims to, such amounts, except to the extent that funds may be drawn again pursuant to the terms of the Revolving Liquidity Note Agreement. (b) Any amounts withdrawn from held in the Reserve Account shall only be used in invested by the manner permitted under §246.4(b)(3) of Regulation RRIndenture Trustee, as determined solely directed in writing by the Servicer, in Eligible Investments. Earnings on investment of funds in the Reserve Account shall be paid to the Seller on each Payment Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Indenture Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (c) In Subject to the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount right of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from make withdrawals therefrom, as directed by the Reserve Account on such Payment Date an amount equal to such shortfallServicer, to for the extent of funds available therein, purposes and pay or deposit such amount according to in the priorities amounts set forth in Section 5.06(ii). In addition5.06, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) all funds held therein shall be the property of the IndentureSeller and not the property of the Issuer, the Owner Trustee or the Indenture Trustee. Amounts withdrawn from The Issuer, Owner Trustee, Seller and Indenture Trustee will treat the Reserve Account shall only be used in Account, all funds therein and all net investment income with respect thereto as assets of the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerSeller for federal income tax and all other purposes. (d) Subject The Seller will grant to Section 9.01the Indenture Trustee, amounts will continue to be applied pursuant to Section 5.06 following payment in full for the benefit of the Outstanding Amount of Noteholders, a security interest in any funds (including Eligible Investments) in the Notes until Reserve Account and the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholdersproceeds thereof, and the final distribution to the Certificateholders, in accordance with the instructions Indenture Trustee shall have all of the Servicer (based on rights of a secured party under the information contained UCC with respect thereto; provided that all income from the investment of funds in the Servicer’s Certificate delivered on Reserve Account and the related Payment Determination Date pursuant right to Section 4.09 hereof)receive such income are retained by the Seller and are not transferred, assigned or otherwise conveyed hereunder. If for any reason the Reserve Account is no longer an Eligible Deposit Account, the Indenture Trustee shall distribute any remaining funds in promptly cause the Reserve Account to be moved to another institution or otherwise changed so that the DepositorReserve Account becomes an Eligible Deposit Account. Neither the Owner Trustee nor the Indenture Trustee shall enter into any subordination or intercreditor agreement with respect to the Reserve Account.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, the Reserve Account Initial Deposit into the Reserve Account. (b) If the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based any amount remaining on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds deposit in the Reserve Account shall be distributed to the DepositorCertificateholders.

Reserve Account. (a) On The Seller will, pursuant to the Closing DateSecurities Account Control Agreement and the Indenture, establish and maintain with the Indenture Trustee will deposit, on behalf of a segregated trust account (the Depositor, the Reserve Account Initial Deposit into the “Reserve Account. (b”) If which will include any money and other property deposited and held therein pursuant to Section 5.06(b)(iv) and this Section 5.07. On any Payment Date on which the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater less than the Required Specified Reserve Amount for such Payment DateAccount Balance, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee shall, as directed in writing to withdraw such amount from by the Servicer in accordance with Section 5.06(b)(iv), deposit into the Reserve Account and apply it as Available Funds for such Collections until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (iii) of funds available thereinSection 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and pay or deposit such amount according (z) the payments and distributions to the priorities set forth Noteholders described in clause (iv) of Section 5.06(ii5.06(c). In addition, the Indenture Trustee shall withdraw amounts will be withdrawn from then on deposit in the Reserve Account as provided (excluding any net investment income on Eligible Investments payable to the Seller therefrom in Section 8.02(c) and (d) accordance with the terms of the IndentureBasic Documents), up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. Amounts withdrawn from On each Payment Date prior to the occurrence of an Event of Default that results in the acceleration of the Notes, and as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full excess of the Outstanding Amount of the Notes until the Pool Balance is reduced to zeroSpecified Reserve Account Balance. Following the payment in full of the aggregate Outstanding Amount of the Notes Class A Note Balance and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, as directed in accordance with the instructions of the Servicer (based on the information contained in writing by the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the Seller, the Issuer, Owner Trustee, Certificateholder, Indenture Trustee and Noteholders will have no further rights in, or claims to, such amounts. (b) Any amounts held in the Reserve Account shall be invested by the Indenture Trustee in Eligible Investments, as directed in writing by the Seller or any agent designated to the Indenture Trustee by the Seller. Earnings on Eligible Investments in the Reserve Account shall be paid to the Seller on each Payment Date (i) prior to the occurrence of an Event of Default that results in an acceleration of the Notes that has not been rescinded under the Indenture and (ii) for so long as a Suspension Period (as defined in the Securities Account Control Agreement) is not continuing on such Payment Date, and such amounts paid to the Seller shall be released from the security interest of the Indenture Trustee and paid to the Seller on such Payment Date and shall not be available for payment of any other amounts due to the Noteholders or any other party hereunder. Any losses and any investment expenses shall be charged against the funds on deposit in the Reserve Account. The Indenture Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Seller or its designee to provide timely written investment directions. (c) Subject to the right of the Indenture Trustee to make withdrawals therefrom, as directed by the Servicer for the purposes and in the amounts set forth in Section 5.06, the Reserve Account and all funds held therein shall be the property of the Seller and not the property of the Issuer, the Owner Trustee or the Indenture Trustee. The Issuer, Owner Trustee, Seller and Indenture Trustee shall treat the Reserve Account, all funds therein and all net investment income with respect thereto as assets of the Seller for federal income tax and all other purposes. (d) Under the Securities Account Control Agreement, the Seller shall grant to the Indenture Trustee, for the benefit of the Noteholders, a security interest in any funds (including Eligible Investments) in the Reserve Account and the proceeds thereof to secure the payment of interest on and principal of the Notes, and the Indenture Trustee shall have all of the rights of a secured party under the UCC with respect thereto; provided that, on each Payment Date (i) prior to the occurrence of an Event of Default that results in an acceleration of the Notes that has not been rescinded under the Indenture and (ii) for so long as a Suspension Period (as defined in the Securities Account Control Agreement) is not continuing on such Payment Date, all income from the investment of funds in the Reserve Account shall be released from the security interest of the Indenture Trustee and paid to the DepositorSeller on such Payment Date and shall not be available for payment of any other amounts due to the Noteholders or any other party hereunder. If for any reason the Reserve Account is no longer an Eligible Deposit Account, the Indenture Trustee shall promptly cause the Reserve Account to be moved to another institution or otherwise changed so that the Reserve Account becomes an Eligible Deposit Account. Neither the Owner Trustee nor the Indenture Trustee shall enter into any subordination or intercreditor agreement with respect to the Reserve Account.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. (a) In the event that the Primary Servicing Fee for any Distribution Date exceeds the amount distributed to the Servicer pursuant to Section 2.8(a) on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such deficiency, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Section 2.9(h) below, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. (b) If In the event that Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any Distribution Date (after giving effect to required distributions from the Capitalized Interest Account), the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to clause 2.9(a) above, and to distribute such amounts in the same order and priority as is set forth in Sections 2.8(a) through 2.8(d) above. (c) In the event that the Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any class of Class A Notes exceeds the amount distributed to the holders of such class of the Class A Notes pursuant to Sections 2.8(f) above on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to clauses 2.9(a) and 2.9(b) above, and to distribute such amount to the Class A Noteholders entitled thereto, in the same order and priority as set forth in Section 2.8(f) above. (d) In the event that the Class B Noteholders’ Principal Distribution Amount on the Class B Maturity Date exceeds the amount distributed to the Class B Noteholders pursuant to Section 2.8(g) above on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to clauses 2.9(a) through 2.9(c) above, and to distribute such amount to the Class B Noteholders entitled thereto. (e) If, after giving effect to clauses 2.9(a) through 2.9(d) above, the amount on deposit in the Reserve Account on any Payment Distribution Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment DateDistribution Date other than pursuant to this clause) is greater than the Required Specified Reserve Amount Account Balance for such Payment Distribution Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Administrator shall instruct the Indenture Trustee in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount from into the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerCollection Account. (cf) In On the event that the Total Available Funds for a Payment final Distribution Date are not sufficient to make the full amount upon termination of the payments Trust and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, following the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees, if applicable) owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution Servicer or the Administrator, as applicable, to the Certificateholdersextent that Available Funds on such date are insufficient to make the following payments, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any amounts remaining funds in the Reserve Account shall be used to pay any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account after such payments have been made shall be distributed to the DepositorExcess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event be required to refund any amounts properly distributed pursuant to this Section 2.9(f). (g) [Reserved]. (h) Anything in this Section 2.9 to the contrary notwithstanding, if the market value of securities and cash in the Reserve Account is on any Distribution Date sufficient to pay the remaining principal amount of and interest accrued on the Notes, and to pay any unpaid Carryover Servicing Fee and Carryover Amounts, such amount will be so applied on such Distribution Date and the Administrator shall instruct the Indenture Trustee to make such payments.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Issuing Entity shall deposit the Reserve Account Initial Deposit into the Reserve AccountAccount using the cash supplied to it pursuant to Section 2.01(h). The Servicer shall determine the Specified Reserve Account Balance for each Distribution Date. (b) If the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment On each Determination Date, the Servicer, based on Servicer shall determine if the information contained in the Servicer’s Certificate delivered on the related Total Required Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that exceeds the Total Available Funds Amount for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment related Distribution Date, and if such an excess exists the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfallthe related Distribution Date, to the extent of funds available thereintherein after any withdrawal from the Reserve Account pursuant to Section 5.04(b), an amount equal to such excess and pay or deposit such amount according to funds into the Collection Account for inclusion as part of the Total Distribution Amount for distribution on such Distribution Date in accordance with the priorities set forth in Section 5.06(ii5.05(b). In addition. (c) On each Determination Date, amounts will be withdrawn from the Servicer shall determine if the amount on deposit in the Reserve Account as provided in Section 8.02(c(after taking into account any deposits thereto pursuant to Sections 5.05(b) and any withdrawals therefrom pursuant to Sections 5.04(b) or 5.06(b)) is greater than the Specified Reserve Account Balance for such Distribution Date (d) which shall be calculated to give effect to the reduction in the Outstanding Principal Amount of the Indenture. Amounts withdrawn Notes to result from payments to Noteholders pursuant to Section 5.05(c) on such Distribution Date) and the Reserve Account Servicer shall only be used instruct the Indenture Trustee to deposit such amounts in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerCertificate Distribution Account. (d) Subject Notwithstanding anything in this Section 5.06 to Section 9.01the contrary, amounts will continue to be applied if an Event of Default under the Indenture occurs and the maturities of the Notes are accelerated pursuant to Section 5.06 following payment in full 5.02 of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other Indenture, amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds deposit in the Reserve Account to shall be applied by the DepositorIndenture Trustee in accordance with Section 5.04(b) or 5.04(c) of the Indenture. (e) Upon satisfaction of the Rating Agency Condition, the Depositor may eliminate the Reserve Account and replace it with an alternative arrangement.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of Seller shall direct the Depositor, Trust Collateral Agent to deposit to the Reserve Account a cash amount equal to the Initial Deposit into the Reserve AccountAmount. (b) If With respect to each Distribution Date, on the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on fifth Business Day immediately preceding such Payment Date) is greater than the Required Reserve Amount for such Payment Distribution Date, the Servicer (provided, that in the event the Backup Servicer is acting as successor Servicer, based on the information contained Seller shall assist the Backup Servicer in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to performance of its obligations under this Section 4.09 hereof, 5.05(b)) shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer Collateral Agent (based on the information contained in the Servicer’s 's Certificate delivered on to the Trust Collateral Agent in respect of the related Payment Determination Date pursuant to Section 4.09 hereof4.09), prior to the Indenture Trustee shall distribute making of any remaining funds in transfers pursuant to Section 5.08 hereof, if required, to withdraw from the Reserve Account to the Depositorextent available therein with respect to amounts payable on such Distribution Date, the amounts specified below, and deposit such amounts in the Collection Account to be applied as follows: (i) first, an amount equal to the excess of (x) the Servicing Fee, up to the Capped Servicing Fee, over (y) the Available Funds required to be applied pursuant to Section 5.08(a)(i) hereof on such Distribution Date; (ii) second, an amount equal to the excess of (x) the Class A Interest Distributable Amount plus the Class A Interest Carryover Shortfall, if any, over (y) the Available Funds required to be applied pursuant to Section 5.08(a)(ii) hereof on such Distribution Date; (iii) third, an amount equal to the excess of (x) any amounts due and payable to the Class A Insurer and the Backup Insurer under Section 5.08(a)(iv) hereof over (y) the Available Funds required to be applied pursuant to Section 5.08(a)(iv) hereof on such Distribution Date; (iv) fourth, an amount equal to the Principal Deficiency (assuming that, for purposes of determining the Principal Deficiency in this clause only, the amounts available for the distribution of principal are attributable to those amounts required to be applied pursuant to Section 5.08(a)(vii) hereof) on such Distribution Date; (v) fifth, if the next Distribution Date is the Stated Final Maturity, an amount equal to the excess of (x) the Class A Note Balance over (y) the Available Funds required to be applied pursuant to Section 5.08(a)(vii) hereof on the Stated Final Maturity; (vi) sixth, an amount equal to the excess of (x) without duplication, the Reimbursement Obligations over (y) the Available Funds required to be applied pursuant to Section 5.08(a)(viii) hereof on such Distribution Date; and (vii) seventh, an amount equal to the excess of the funds remaining in the Reserve Account after the withdrawals referred to in clauses (i) through (vi) above over the Reserve Account Requirement on such Distribution Date. (c) Notwithstanding the foregoing, all transfers of funds between accounts may occur on the Business Day immediately preceding the Distribution Date related to such transfer; all distributions from accounts shall occur on the Distribution Date. (d) Amounts withdrawn from the Reserve Account pursuant to clause (b)(i)-(vi) above shall be used solely for the amounts described in clause (b)(i)-(vi) above, as applicable. Amounts withdrawn from the Reserve Account pursuant to clause (b)(vii) above shall constitute Available Funds.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Seller shall deposit the Reserve Account Initial Deposit into the Reserve Account. The Servicer shall determine the Specified Reserve Account Balance for each Distribution Date. (b) If the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment On each Determination Date, the Servicer, based on Servicer shall determine if the information contained in the Servicer’s Certificate delivered on the related Total Required Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that exceeds the Total Available Funds Amount for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment related Distribution Date, and if such an excess exists the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfallthe related Distribution Date, to the extent of funds available therein, an amount equal to such excess and pay or deposit such amount according to funds into the Collection Account for inclusion as part of the Total Distribution Amount for distribution on such Distribution Date in accordance with the priorities set forth in Section 5.06(ii5.04(b). In addition. (c) On each Determination Date, amounts will be withdrawn from the Servicer shall determine if the amount on deposit in the Reserve Account as provided in Section 8.02(c(after taking into account any deposits thereto pursuant to Sections 5.04(b) and any withdrawals therefrom pursuant to Section 5.05(b)) is greater than the Specified Reserve Account Balance for such Distribution Date (d) which shall be calculated to give effect to the reduction in the Outstanding Principal Amount of the Indenture. Amounts withdrawn Notes to result from payments to Noteholders pursuant to Section 5.04(c) on such Distribution Date) and the Reserve Account Servicer shall only be used instruct the Indenture Trustee to deposit such amounts in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerCertificate Distribution Account. (d) Subject Notwithstanding anything in this Section 5.05 to Section 9.01the contrary, amounts will continue to be applied if an Event of Default under the Indenture occurs and the maturities of the Notes are accelerated pursuant to Section 5.06 following payment in full 5.02 of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other Indenture, amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds deposit in the Reserve Account to shall be applied by the DepositorIndenture Trustee in accordance with Section 5.04(b) of the Indenture. (e) Upon satisfaction of the Rating Agency Condition, the Seller may eliminate the Reserve Account and replace it with an alternative arrangement.

Reserve Account. (a) On the Closing Date, the Indenture Owner Trustee will deposit, on behalf of the DepositorSeller, the Reserve Account Initial Deposit into the Deposit Account from the net proceeds of the sale of the Notes which amount shall be allocated to the Reserve Account. (b) If the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer.[RESERVED] (ci) In the event that the Total Available Funds for a Payment Date are not sufficient to make Distribution Amount (after the full amount payment of the payments Servicing Fee and deposits required pursuant any previously unpaid Servicing Fees) with respect to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) any Collection Period is less than the accrued and (G) unpaid interest on such the Notes on a Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfalldeficiency, to the extent of funds available therein, and pay or deposit allocate such amount according for distribution to the priorities set forth in Noteholders. (ii) In the event that the amount allocated for distribution to the Noteholders pursuant to Section 5.06(ii). In addition5.05(a)(ii)(C) is insufficient to make payments of principal on (A) the Class A-1 Notes so that the Outstanding Amount for the Class A-1 Notes equals zero on the Class A-1 Final Scheduled Payment Date; (B) the Class A-2 Notes so that the Outstanding Amount for the Class A-2 Notes equals zero on the Class A-2 Final Scheduled Payment Date; (C) the Class A-3 Notes so that the Outstanding Amount for the Class A-3 Notes equals zero on the Class A-3 Final Scheduled Payment Date; and (D) the Class A-4 Notes so that the Outstanding Amount for the Class A-4 Notes equals zero on the Class A-4 Final Scheduled Payment Date, amounts will be withdrawn the Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account as provided in Section 8.02(con such Class Final Scheduled Payment Date an amount equal to such deficiency, to the extent of funds available therein, and allocate such amount for distribution to the Noteholders. (iii) and (d) In the event that the Outstanding Amount of the Indenture. Amounts withdrawn Notes exceeds the Related Pool Balance, the Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account shall only be used in on the manner permitted under §246.4(b)(3) related Payment Date an amount equal to such excess, to the extent of Regulation RRfunds available therein, as determined solely by and allocate such amount for distribution to the ServicerNoteholders. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 5.05(a) following payment in full of both the Outstanding Amount of the Notes and of the Certificate Balance of the Certificates until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of the Certificate Balance of the Certificates and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, Noteholders and the final distribution to the Certificateholders, in accordance with the instructions termination of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant Trust, any amount then allocated to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds in the Reserve Account shall be distributed to the DepositorSeller.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Issuing Entity shall deposit the Reserve Account Initial Deposit into the Reserve AccountAccount using the cash supplied to it pursuant to Section 2.01(h). The Servicer shall determine the Specified Reserve Account Balance for each Distribution Date. (b) If the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment On each Determination Date, the Servicer, based on Servicer shall determine if the information contained in the Servicer’s Certificate delivered on the related Total Required Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that exceeds the Total Available Funds Amount for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment related Distribution Date, and if such an excess exists the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfallthe related Distribution Date, to the extent of funds available thereintherein after any withdrawal from the Reserve Account pursuant to Section 5.03(b), an amount equal to such excess and pay or deposit such amount according to funds into the Collection Account for inclusion as part of the Total Distribution Amount for distribution on such Distribution Date in accordance with the priorities set forth in Section 5.06(ii5.04(b). In addition. (c) On each Determination Date, amounts will be withdrawn from the Servicer shall determine if the amount on deposit in the Reserve Account as provided in Section 8.02(c(after taking into account any deposits thereto pursuant to Sections 5.04(b) and any withdrawals therefrom pursuant to Sections 5.03(b) or 5.05(b)) is greater than the Specified Reserve Account Balance for such Distribution Date (d) which shall be calculated to give effect to the reduction in the Outstanding Principal Amount of the Indenture. Amounts withdrawn Notes to result from payments to Noteholders pursuant to Section 5.04(c) on such Distribution Date) and the Reserve Account Servicer shall only be used instruct the Indenture Trustee to deposit such amounts in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerCertificate Distribution Account. (d) Subject Notwithstanding anything in this Section 5.05 to Section 9.01the contrary, amounts will continue to be applied if an Event of Default under the Indenture occurs and the maturities of the Notes are accelerated pursuant to Section 5.06 following payment in full 5.02 of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other Indenture, amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds deposit in the Reserve Account to shall be applied by the DepositorIndenture Trustee in accordance with Section 5.04(b) or 5.04(c) of the Indenture. (e) Upon satisfaction of the Rating Agency Condition, the Depositor may eliminate the Reserve Account and replace it with an alternative arrangement.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Seller shall deposit the Reserve Account Initial Deposit into the Reserve Account. The Servicer shall determine the Specified Reserve Account Balance for each Payment Date. (bi) If the amount on deposit in the Reserve Account on any each Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment DateDate pursuant to Section 5.04 and Section 5.05(c)) is greater than the Required Specified Reserve Amount Account Balance for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee to distribute such excess in writing to withdraw such amount from the Reserve Account to the Seller. (ii) On the date on which all interest on and apply it as Available Funds for such Payment Date; provided thatprincipal of the Notes have been paid in full, amounts withdrawn from the Servicer shall instruct the Indenture Trustee to distribute the Reserve Account balance to the Seller. (iii) Amounts properly distributed to the Seller pursuant to this Section 5.05(b) shall only be used deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller shall in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicerno event thereafter be required to refund any such distributed amounts. (c) In the event that the Total Available Funds Noteholders’ Distributable Amount for a Payment Date are not sufficient to make exceeds the full amount of deposited into the payments and deposits required Note Distribution Account pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (FSection 5.04(b)(iii) and (Giv) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfallDate, to the extent of funds available therein, an amount equal to such excess and pay or deposit such amount according to into the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerNote Distribution Account. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds in the Reserve Account to the Depositor.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, the Reserve Account Initial Deposit into the Reserve Account. (b) If the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Total Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), [,] [and] (E), ) [,(F) and (G) )] on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii)[; provided, that, amounts withdrawn from the Reserve Account may not be used to pay amounts owing to World Omni or any Affiliate of World Omni to the extent such Person is a Noteholder or a Note Owner)]. In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts Indenture[;provided, that, amounts withdrawn from the Reserve Account shall only may not be used in to pay amounts owing to World Omni or any Affiliate of World Omni to the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicerextent such Person is a Noteholder or a Note Owner)]. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based any amount remaining on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds deposit in the Reserve Account shall be distributed to the DepositorCertificateholders.

Reserve Account. (a) On the Closing each Transfer Date, if the Indenture Trustee will depositaggregate amount of Available Non-Principal Collections is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a), on behalf of the Depositor, Issuer shall withdraw from the Reserve Account Initial Deposit into the amount of such deficiency up to the Available Reserve AccountAccount Amount and shall apply such amount in accordance with such clauses of Section 4.4(a). (b) On the Series 2012-3 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 2012-3 that has resulted in the acceleration of the Series 2012-3 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 2012-3 Noteholders to fund any shortfalls in amounts owed to the Series 2012-3 Noteholders in the order of priority described in Section 4.4(a). (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than exceeds the Required Reserve Amount for such Payment DateAccount Amount, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will excess shall be withdrawn from the Reserve Account as provided in and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 8.02(c4.10(a) or Section 4.10(b) and (d) of making any payments to the Indenture. Amounts withdrawn from Series 2012-3 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall only be used in released to the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerIssuer. (de) Subject The Reserve Account will terminate on the earliest to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment occur of (i) the date on which the Note Principal Balance has been paid in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution payable to the Certificateholders, Series 2012-3 Noteholders have been paid in accordance with full; (ii) the instructions Series 2012-3 Final Maturity Date; and (iii) the termination of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds in the Reserve Account to the DepositorIssuer.

Reserve Account. (a) On the Closing each Transfer Date, if the Indenture Trustee will depositaggregate amount of Available Non-Principal Collections is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a), on behalf of the Depositor, Issuer shall withdraw from the Reserve Account Initial Deposit into the amount of such deficiency up to the Available Reserve AccountAccount Amount and shall apply such amount in accordance with such clauses of Section 4.4(a). (b) On the Series 2011-1 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 2011-1 that has resulted in the acceleration of the Series 2011-1 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 2011-1 Noteholders to fund any shortfalls in amounts owed to the Series 2011-1 Noteholders in the order of priority described in Section 4.4(a). (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than exceeds the Required Reserve Amount for such Payment DateAccount Amount, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will excess shall be withdrawn from the Reserve Account as provided in and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 8.02(c4.10(a) or Section 4.10(b) and (d) of making any payments to the Indenture. Amounts withdrawn from Series 2011-1 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall only be used in released to the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerIssuer. (de) Subject The Reserve Account will terminate on the earliest to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment occur of (i) the date on which the Note Principal Balance has been paid in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing payable to the Series 2011-1 Noteholders have been paid in full; (ii) the Series 2011-1 Final Maturity Date; and (iii) the termination of the Issuer. (f) On the Closing Date, the Issuer or the Transferor will deposit or cause to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds deposited in the Reserve Account an amount equal to the DepositorRequired Reserve Account Amount (determined after giving effect to the issuance of Series 2011-1 Notes on the Closing Date).

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, the Reserve Account Initial Deposit into the Reserve Account. (b) If the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (GE) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds in the Reserve Account to the Depositor.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, the Reserve Account Initial Deposit into the Reserve Account. (b) If the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) ), (G), (H), and (GI) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), ) the Indenture Trustee shall distribute any remaining funds in the Reserve Account to the DepositorCertificateholders.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. (a) In the event that the Primary Servicing Fee for any Distribution Date exceeds the amount distributed to the Servicer pursuant to Section 2.8(a) on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such deficiency, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Section 2.9(h) below, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. (b) If In the event that Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any Distribution Date [(after giving effect to required distributions from the Capitalized Interest Account)], the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to clause 2.9 (a) above, and to distribute such amounts in the same order and priority as is set forth in Sections 2.8(a) through 2.8(d) above. (c) In the event that the Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any class of Class A Notes exceeds the amount distributed to the holders of the Class A Notes pursuant to Sections 2.8(f) above on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to clauses 2.9 (a) and 2.9 (b) above, and to distribute such amount to the Class A Noteholders entitled thereto, in the same order and priority as is set forth in Section 2.8(f) above. (d) In the event that the Class B Noteholders’ Principal Distribution Amount on the Class B Maturity Date exceeds the amount distributed to the Class B Noteholders pursuant to Section 2.8(g) above on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to clauses 2.9 (a) through 2.9 (c) above, and to distribute such amount to the Class B Noteholders entitled thereto, in the same order and priority as set forth in Section 2.8(g) above. (e) If, after giving effect to clauses 2.9 (a) through 2.9 (d) above, the amount on deposit in the Reserve Account on any Payment Distribution Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment DateDistribution Date other than pursuant to this clause) is greater than the Required Specified Reserve Amount Account Balance for such Payment Distribution Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Administrator shall instruct the Indenture Trustee in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount from into the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerCollection Account. (cf) In On the event that the Total Available Funds for a Payment final Distribution Date are not sufficient to make the full amount upon termination of the payments Trust and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, following the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees, if applicable) owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution Servicer or the Administrator, as applicable, to the Certificateholdersextent that Available Funds on such date are insufficient to make the following payments, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any amounts remaining funds in the Reserve Account shall be used to pay any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account after such payments have been made shall be distributed to the DepositorExcess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event be required to refund any amounts properly distributed pursuant to this Section 2.9(f). (g) [Reserved]. (h) Anything in this Section 2.9 to the contrary notwithstanding, if the market value of securities and cash in the Reserve Account is on any Distribution Date sufficient to pay the remaining principal amount of and interest accrued on the Notes, and to pay any unpaid Carryover Servicing Fee and Carryover Amounts, such amount will be so applied on such Distribution Date and the Administrator shall instruct the Indenture Trustee to make such payments. (i) Notwithstanding the foregoing, funds on deposit in the Reserve Account may be withdrawn by the Administrator at any time to pay any amounts owed to the Department in respect of any shortfalls in amounts on deposit in the Floor Income Rebate Account to be netted against Interest Subsidy Payments and/or Special Allowance Payments on the Trust Student Loans.

Reserve Account. (a) On the Closing each Transfer Date, if the Indenture Trustee will depositaggregate amount of Available Non-Principal Collections is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a), on behalf of the Depositor, Issuer shall withdraw from the Reserve Account Initial Deposit into the amount of such deficiency up to the Available Reserve AccountAccount Amount and shall apply such amount in accordance with such clauses of Section 4.4(a). (b) On the Series 2015-1 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 2015-1 that has resulted in the acceleration of the Series 2015-1 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 2015-1 Noteholders to fund any shortfalls in amounts owed to the Series 2015-1 Noteholders in the order of priority described in Section 4.4(a). (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than exceeds the Required Reserve Amount for such Payment DateAccount Amount, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will excess shall be withdrawn from the Reserve Account as provided in and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 8.02(c4.10(a) or Section 4.10(b) and (d) of making any payments to the Indenture. Amounts withdrawn from Series 2015-1 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall only be used in released to the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerIssuer. (de) Subject The Reserve Account will terminate on the earliest to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment occur of (i) the date on which the Note Principal Balance has been paid in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing payable to the Series 2015-1 Noteholders have been paid in full; (ii) the Series 2015-1 Final Maturity Date; and (iii) the termination of the Issuer. (f) On the Closing Date, the Issuer or the Transferor will deposit or cause to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds deposited in the Reserve Account an amount equal to the DepositorRequired Reserve Account Amount (determined after giving effect to the issuance of Series 2015-1 Notes on the Closing Date).

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. (a) In the event that the Primary Servicing Fee for any Monthly Allocation Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Section 2.8(a) on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such deficiency, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Section 2.9(h) below, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. (b) If In the event that Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(c) above on any Distribution Date (after giving effect to required distributions from the Capitalized Interest Account), the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to clause (a) above, and to distribute such amounts in the same order and priority as is set forth in Sections 2.8(a) through 2.8(c) above. (c) In the event that the Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any class of Class A Notes exceeds the amount distributed to the Class A Noteholders pursuant to Sections 2.8(f) above on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to clauses (a) and (b) above, and to distribute such amount to the Class A Noteholders entitled thereto, in the same order and priority as is set forth in Section 2.8(f) above. (d) In the event that the Class B Noteholders’ Principal Distribution Amount on the Class B Maturity Date exceeds the amount distributed to the Class B Noteholders pursuant to Section 2.8(h) on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to clauses (a) through (c) above, and to distribute such amount to the Class B Noteholders entitled thereto. (e) After giving effect to clauses (a) through (d) above, if the amount on deposit in the Reserve Account on any Payment Distribution Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment DateDistribution Date other than pursuant to this clause) is greater than the Required Specified Reserve Amount Account Balance for such Payment Distribution Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Administrator shall instruct the Indenture Trustee in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount from into the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerCollection Account. (cf) In On the event that the Total Available Funds for a Payment final Distribution Date are not sufficient to make the full amount upon termination of the payments Trust and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, following the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees, if applicable) owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution Servicer or the Administrator, as applicable, to the Certificateholdersextent that Available Funds on such date are insufficient to make the following payments, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any amounts remaining funds in the Reserve Account shall be used to pay any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account after such payments have been made shall be distributed to the DepositorExcess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event be required to refund any amounts properly distributed pursuant to this Section 2.9(f). (g) [Reserved]. (h) Anything in this Section 2.9 to the contrary notwithstanding, if the market value of securities and cash in the Reserve Account is on any Distribution Date sufficient to pay the remaining principal amount of and interest accrued on the Notes, and to pay any unpaid Carryover Servicing Fee and Carryover Amounts, such amount will be so applied on such Distribution Date and the Administrator shall instruct the Indenture Trustee to make such payments.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. (a) In the event that the Primary Servicing Fee for any Distribution Date exceeds the amount distributed to the Servicer pursuant to Section 2.8(a) on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such deficiency, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Section 2.9(h) below, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. (b) If In the event that Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any Distribution Date (after giving effect to required distributions from the Capitalized Interest Account), the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to clause 2.9(a) above, and to distribute such amounts in the same order and priority as is set forth in Sections 2.8(a) through 2.8(d) above. (c) In the event that the Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any class of Class A Notes exceeds the amount distributed to the Class A Noteholders pursuant to Sections 2.8(f) above on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to clauses 2.9(a) and 2.9(b) above, and to distribute such amount to the Class A Noteholders entitled thereto, in the same order and priority as is set forth in Section 2.8(f) above. (d) In the event that the Class B Noteholders’ Principal Distribution Amount on the Class B Maturity Date exceeds the amount distributed to the Class B Noteholders pursuant to Section 2.8(g) above on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to clauses 2.9(a) through 2.9(c) above, and to distribute such amount to the Class B Noteholders entitled thereto. (e) If, after giving effect to clauses 2.9(a) through 2.9(d) above, the amount on deposit in the Reserve Account on any Payment Distribution Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment DateDistribution Date other than pursuant to this clause) is greater than the Required Specified Reserve Amount Account Balance for such Payment Distribution Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Administrator shall instruct the Indenture Trustee in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount from into the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerCollection Account. (cf) In On the event that the Total Available Funds for a Payment final Distribution Date are not sufficient to make the full amount upon termination of the payments Trust and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, following the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees, if applicable) owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution Servicer or the Administrator, as applicable, to the Certificateholdersextent that Available Funds on such date are insufficient to make the following payments, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any amounts remaining funds in the Reserve Account shall be used to pay any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account after such payments have been made shall be distributed to the DepositorExcess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event be required to refund any amounts properly distributed pursuant to this Section 2.9(f). (g) [Reserved]. (h) Anything in this Section 2.9 to the contrary notwithstanding, if the market value of securities and cash in the Reserve Account is on any Distribution Date sufficient to pay the remaining principal amount of and interest accrued on the Notes, and to pay any unpaid Carryover Servicing Fee and Carryover Amounts, such amount will be so applied on such Distribution Date and the Administrator shall instruct the Indenture Trustee to make such payments.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, the Reserve Account Initial Deposit into the Reserve Account. (b) If the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, the Indenture Trustee, in accordance with the instructions of an instruction from the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds in the Reserve Account to the Depositor.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. (a) In the event that the Primary Servicing Fee for any Distribution Date exceeds the amount distributed to the Servicer pursuant to Section 2.8(a) on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such deficiency, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Section 2.9(h) below, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. (b) If In the event that Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any Distribution Date (after giving effect to required distributions from the Capitalized Interest Account), the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to clause 2.9(a) above, and to distribute such amounts in the same order and priority as is set forth in Sections 2.8(a) through 2.8(d) above. (c) In the event that the Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any class of Class A Notes exceeds the amount distributed to the holders of the Class A Notes pursuant to Sections 2.8(f) above on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to clauses 2.9(a) and 2.9(b) above, and to distribute such amount to the Class A Noteholders entitled thereto, in the same order and priority as set forth in Section 2.8(f) above. (d) In the event that the Class B Noteholders’ Principal Distribution Amount on the Class B Maturity Date exceeds the amount distributed to the Class B Noteholders pursuant to Section 2.8(g) above on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to clauses 2.9(a) through 2.9(c) above, and to distribute such amount to the Class B Noteholders entitled thereto. (e) If, after giving effect to clauses 2.9(a) through 2.9(d) above, the amount on deposit in the Reserve Account on any Payment Distribution Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment DateDistribution Date other than pursuant to this clause) is greater than the Required Specified Reserve Amount Account Balance for such Payment Distribution Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Administrator shall instruct the Indenture Trustee in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount from into the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerCollection Account. (cf) In On the event that the Total Available Funds for a Payment final Distribution Date are not sufficient to make the full amount upon termination of the payments Trust and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, following the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees, if applicable) owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution Servicer or the Administrator, as applicable, to the Certificateholdersextent that Available Funds on such date are insufficient to make the following payments, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any amounts remaining funds in the Reserve Account shall be used to pay any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account after such payments have been made shall be distributed to the DepositorExcess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event be required to refund any amounts properly distributed pursuant to this Section 2.9(f). (g) [Reserved]. (h) Anything in this Section 2.9 to the contrary notwithstanding, if the market value of securities and cash in the Reserve Account is on any Distribution Date sufficient to pay the remaining principal amount of and interest accrued on the Notes, and to pay any unpaid Carryover Servicing Fee and Carryover Amounts, such amount will be so applied on such Distribution Date and the Administrator shall instruct the Indenture Trustee to make such payments.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, the Reserve Account Initial Deposit into the Reserve Account. (b) If the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (GF) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), ) the Indenture Trustee shall distribute any remaining funds in the Reserve Account to the DepositorCertificateholders.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the DepositorCompany, the Reserve Account Initial Deposit into the Reserve AccountAccount from the net proceeds of the sale of the Certificates. (b) If the amount on deposit in the Reserve Account on any Payment Distribution Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Distribution Date) is greater than the Required Specified Reserve Amount Account Balance for such Payment Distribution Date, the Servicer, based on Trustee shall distribute the information contained in amount of such excess to the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerCompany. (ci) In the event that the Total Available Funds Certificateholders' Distributable Amount for a Payment Distribution Date are not sufficient to make exceeds the full amount sum of the payments and deposits required amounts deposited into the Certificate Distribution Account pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (FSection 5.03(a)(i) and (Gii) on such Payment Distribution Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Trustee shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Distribution Date an amount equal to such shortfallexcess, to the extent of funds available thereintherein up to the Available Amount, and pay or deposit such amount according into the Certificate Distribution Account on such Distribution Date. (ii) In the event that the Certificateholders' Principal Distributable Amount on the Final Scheduled Distribution Date exceeds the amount deposited in the Certificate Distribution Account pursuant to Section 5.03(a)(ii), the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn Trustee shall withdraw from the Reserve Account as provided in Section 8.02(con such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph (c)(i) above, and (d) of deposit such amount into the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerCertificate Distribution Account. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 5.03(a) following payment in full of the Outstanding Amount of the Notes Certificate Balance until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes Certificate Balance and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, Certificateholders and the final termination of the Trust, any amount remaining on deposit in the Reserve Account shall be distributed to the Company. (e) On the Final Scheduled Distribution Date, if the amount of funds remaining in the Reserve Account (after all other distributions to be made from the Reserve Account pursuant to this Section have been made, other than paragraphs (b) and (d)) is in excess of the amounts described below, a portion of such excess according to the following schedule shall be deposited in the Certificate Distribution Account for distribution to the Certificateholders, in accordance : (i) with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant respect to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining all such funds in the Reserve Account in excess of $________ but which do not exceed $_______________, 20% of such amount; (ii) with respect to all such funds in the Reserve Account in excess of $________ but which do not exceed $_______________, 40% of such amount; (iii) with respect to all such funds in the Reserve Account in excess of $________ but which do not exceed $_______________, 60% of such amount; (iv) with respect to all such funds in the Reserve Account in excess of $________ but which do not exceed $_______________, 80% of such amount; and (v) with respect to all such funds in the Reserve Account in excess of $________, 100% of such amount. The amounts to be deposited in the Certificate Distribution Account pursuant to the Depositorpreceding sentence are in excess of all amounts otherwise required to be deposited in the Certificate Distribution Account pursuant to this Agreement, notwithstanding anything to the contrary contained herein.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the DepositorSeller, the Reserve Account Initial Deposit into the Reserve Account. (b) If the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Total Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits into the Note Distribution Account required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (GD) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available thereintherein (provided, however, that such withdrawal shall not reduce the balance in the Reserve Account to an amount below the Yield Supplement Amount), and pay or deposit such amount into the Note Distribution Account; provided that such amount shall be applied according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based any amount remaining on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds deposit in the Reserve Account shall be distributed to the DepositorCertificateholders.

Reserve Account. (a) On the Closing each Transfer Date, if the Indenture Trustee will depositaggregate amount of Available Non-Principal Collections is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a), on behalf of the Depositor, Issuer shall withdraw from the Reserve Account Initial Deposit into the amount of such deficiency up to the Available Reserve AccountAccount Amount and shall apply such amount in accordance with such clauses of Section 4.4(a). (b) On the Series 2014-1 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 2014-1 that has resulted in the acceleration of the Series 2014-1 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 2014-1 Noteholders to fund any shortfalls in amounts owed to the Series 2014-1 Noteholders in the order of priority described in Section 4.4(a). (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than exceeds the Required Reserve Amount for such Payment DateAccount Amount, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will excess shall be withdrawn from the Reserve Account as provided in and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 8.02(c4.10(a) or Section 4.10(b) and (d) of making any payments to the Indenture. Amounts withdrawn from Series 2014-1 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall only be used in released to the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerIssuer. (de) Subject The Reserve Account will terminate on the earliest to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment occur of (i) the date on which the Note Principal Balance has been paid in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing payable to the Series 2014-1 Noteholders have been paid in full; (ii) the Series 2014-1 Final Maturity Date; and (iii) the termination of the Issuer. (f) On the Closing Date, the Issuer or the Transferor will deposit or cause to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds deposited in the Reserve Account an amount equal to the DepositorRequired Reserve Account Amount (determined after giving effect to the issuance of Series 2014-1 Notes on the Closing Date).

Reserve Account. (a) On the Closing each Transfer Date, if the Indenture Trustee will depositaggregate amount of Available Non-Principal Collections is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a), on behalf of the Depositor, Issuer shall withdraw from the Reserve Account Initial Deposit into the amount of such deficiency up to the Available Reserve AccountAccount Amount and shall apply such amount in accordance with such clauses of Section 4.4(a). (b) On the Series 2013-1 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 2013-1 that has resulted in the acceleration of the Series 2013-1 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 2013-1 Noteholders to fund any shortfalls in amounts owed to the Series 2013-1 Noteholders in the order of priority described in Section 4.4(a). (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than exceeds the Required Reserve Amount for such Payment DateAccount Amount, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will excess shall be withdrawn from the Reserve Account as provided in and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 8.02(c4.10(a) or Section 4.10(b) and (d) of making any payments to the Indenture. Amounts withdrawn from Series 2013-1 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall only be used in released to the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerIssuer. (de) Subject The Reserve Account will terminate on the earliest to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment occur of (i) the date on which the Note Principal Balance has been paid in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution payable to the Certificateholders, Series 2013-1 Noteholders have been paid in accordance with full; (ii) the instructions Series 2013-1 Final Maturity Date; and (iii) the termination of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds in the Reserve Account to the DepositorIssuer.

Reserve Account. (a) On the Closing each Transfer Date, if the Indenture Trustee will depositaggregate amount of Available Non-Principal Collections is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a), on behalf of the Depositor, Issuer shall withdraw from the Reserve Account Initial Deposit into the amount of such deficiency up to the Available Reserve AccountAccount Amount and shall apply such amount in accordance with such clauses of Section 4.4(a). (b) On the Series 2015-2 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 2015-2 that has resulted in the acceleration of the Series 2015-2 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 2015-2 Noteholders to fund any shortfalls in amounts owed to the Series 2015-2 Noteholders in the order of priority described in Section 4.4(a). (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than exceeds the Required Reserve Amount for such Payment DateAccount Amount, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will excess shall be withdrawn from the Reserve Account as provided in and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 8.02(c4.10(a) or Section 4.10(b) and (d) of making any payments to the Indenture. Amounts withdrawn from Series 2015-2 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall only be used in released to the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerIssuer. (de) Subject The Reserve Account will terminate on the earliest to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment occur of (i) the date on which the Note Principal Balance has been paid in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing payable to the Series 2015-2 Noteholders have been paid in full; (ii) the Series 2015-2 Final Maturity Date; and (iii) the termination of the Issuer. (f) On the Closing Date, the Issuer or the Transferor will deposit or cause to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds deposited in the Reserve Account an amount equal to the DepositorRequired Reserve Account Amount (determined after giving effect to the issuance of Series 2015-2 Notes on the Closing Date).

Reserve Account. (a) On the Closing each Transfer Date, if the Indenture Trustee will depositaggregate amount of Available Non-Principal Collections is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a), on behalf of the Depositor, Issuer shall withdraw from the Reserve Account Initial Deposit into the amount of such deficiency up to the Available Reserve AccountAccount Amount and shall apply such amount in accordance with such clauses of Section 4.4(a). (b) On the Series 2014-2 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 2014-2 that has resulted in the acceleration of the Series 2014-2 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 2014-2 Noteholders to fund any shortfalls in amounts owed to the Series 2014-2 Noteholders in the order of priority described in Section 4.4(a). (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than exceeds the Required Reserve Amount for such Payment DateAccount Amount, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will excess shall be withdrawn from the Reserve Account as provided in and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 8.02(c4.10(a) or Section 4.10(b) and (d) of making any payments to the Indenture. Amounts withdrawn from Series 2014-2 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall only be used in released to the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerIssuer. (de) Subject The Reserve Account will terminate on the earliest to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment occur of (i) the date on which the Note Principal Balance has been paid in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing payable to the Series 2014-2 Noteholders have been paid in full; (ii) the Series 2014-2 Final Maturity Date; and (iii) the termination of the Issuer. (f) On the Closing Date, the Issuer or the Transferor will deposit or cause to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds deposited in the Reserve Account an amount equal to the DepositorRequired Reserve Account Amount (determined after giving effect to the issuance of Series 2014-2 Notes on the Closing Date).

Reserve Account. (a) On the Closing each Transfer Date, if the Indenture Trustee will depositaggregate amount of Available Non-Principal Collections is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a), on behalf of the Depositor, Issuer shall withdraw from the Reserve Account Initial Deposit into the amount of such deficiency up to the Available Reserve AccountAccount Amount and shall apply such amount in accordance with such clauses of Section 4.4(a). (b) On the Series 2012-1 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 2012-1 that has resulted in the acceleration of the Series 2012-1 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 2012-1 Noteholders to fund any shortfalls in amounts owed to the Series 2012-1 Noteholders in the order of priority described in Section 4.4(a). (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than exceeds the Required Reserve Amount for such Payment DateAccount Amount, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will excess shall be withdrawn from the Reserve Account as provided in and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 8.02(c4.10(a) or Section 4.10(b) and (d) of making any payments to the Indenture. Amounts withdrawn from Series 2012-1 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall only be used in released to the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerIssuer. (de) Subject The Reserve Account will terminate on the earliest to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment occur of (i) the date on which the Note Principal Balance has been paid in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing payable to the Series 2012-1 Noteholders have been paid in full; (ii) the Series 2012-1 Final Maturity Date; and (iii) the termination of the Issuer. (f) On the Closing Date, the Issuer or the Transferor will deposit or cause to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds deposited in the Reserve Account an amount equal to the DepositorRequired Reserve Account Amount (determined after giving effect to the issuance of Series 2012-1 Notes on the Closing Date).

Reserve Account. (a) On the Closing each Transfer Date, if the Indenture Trustee will depositaggregate amount of Available Non-Principal Collections is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a), on behalf of the Depositor, Issuer shall withdraw from the Reserve Account Initial Deposit into the amount of such deficiency up to the Available Reserve AccountAccount Amount and shall apply such amount in accordance with such clauses of Section 4.4(a). (b) On the Series 2012-2 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 2012-2 that has resulted in the acceleration of the Series 2012-2 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 2012-2 Noteholders to fund any shortfalls in amounts owed to the Series 2012-2 Noteholders in the order of priority described in Section 4.4(a). (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than exceeds the Required Reserve Amount for such Payment DateAccount Amount, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will excess shall be withdrawn from the Reserve Account as provided in and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 8.02(c4.10(a) or Section 4.10(b) and (d) of making any payments to the Indenture. Amounts withdrawn from Series 2012-2 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall only be used in released to the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerIssuer. (de) Subject The Reserve Account will terminate on the earliest to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment occur of (i) the date on which the Note Principal Balance has been paid in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution payable to the Certificateholders, Series 2012-2 Noteholders have been paid in accordance with full; (ii) the instructions Series 2012-2 Final Maturity Date; and (iii) the termination of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds in the Reserve Account to the DepositorIssuer.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, the Reserve Account Initial Deposit into the Reserve Account. (b) If the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based any amount remaining on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds deposit in the Reserve Account shall be distributed to the Depositor.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf Depositor shall deposit the sum of the Depositor, $68,068,551.35 into the Reserve Account Initial Deposit into from the Reserve Accountnet proceeds of the sale of the Notes. (b) If The Indenture Trustee as directed by the Servicer shall use the amounts then outstanding in the Reserve Account to (i) make payments that shall become due and payable under Section 7.05(a)(iii) through Section 7.05(a)(xiv) hereof, (ii) make payments that shall become due and payable under Section 7.05(b)(iii) through Section 7.05(b)(vi) and, to the extent there is a shortfall in amounts necessary to reduce the Aggregate Principal Amount of the Notes to the Contract Pool Principal Balance as of the prior Accounting Date, make payments that shall become due and payable under Section 7.05(b) (vii) through (xiii), and (iii) make payments, on any given Payment Date, in amounts equal to the amounts then outstanding on any Class of the Notes on the respective Maturity Date of such Class of Notes to the extent that the amount of Available Funds on such Payment Date, is not sufficient to pay such amounts in accordance with the priority of payments set forth in Section 7.05. (c) Subject to Section 7.05, the balance required to be on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Specified Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerBalance. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof)On each Deposit Date, the Indenture Trustee Trustee, as directed by the Servicer, shall distribute transfer any remaining funds in amounts required to be transferred from the Reserve Account to the Collection Account pursuant to Section 7.05(e). Prior to each Payment Date, the Indenture Trustee, as directed by the Servicer, shall transfer from the Reserve Account to the Depositor the amount specified by the Servicer in the related Monthly Servicer’s Report representing Investment Earnings on amounts held in the Reserve Account as of the related Determination Date. On each Payment Date following the payments made pursuant to Section 7.05, the Indenture Trustee, as directed by the Servicer, shall transfer to the Depositor any amount in excess of the Specified Reserve Account Balance. (e) Pursuant to Section 7.05(e), on the Payment Date following the occurrence and continuation of an Event of Default, the Indenture Trustee upon receipt of written instructions from the Servicer shall pay all amounts on deposit in the Reserve Account into the Collection Account for application toward payment on the Notes in the priority as set forth in Section 7.05. (f) Upon the satisfaction and discharge of this Indenture, any balance remaining in the Reserve Account, after all obligations to the Noteholders hereunder have been fully satisfied, shall be paid to reimburse the Indenture Trustee and the Owner Trustee for any amounts owing to them arising from the performance of their obligations under this Indenture and, then, to the Depositor. (g) The Depositor may, from time to time, borrow funds for the purpose of making additional deposits in the Reserve Account (or in the alternative may assign rights to amounts in the Reserve Account as part of a borrowing arrangement). In the event of any such deposit, amounts in excess of the Specified Reserve Account Balance shall be transferred to the Depositor in accordance with Section 7.02(d). The lender under any such borrowing arrangement shall be subordinated to the rights of the Noteholders hereunder and shall have no rights to repayment from amounts on deposit in the Reserve Account except to the extent they are distributed to the Depositor under Section 7.02(d).

Reserve Account. (a) On the Closing DatePursuant to Section 4.01, the Indenture Trustee will deposit, on behalf of the Depositor, shall establish and maintain the Reserve Account Initial Deposit which shall be an Eligible Account, for the benefit of the Noteholders and the Note Insurer. On or prior to the Closing Date and on or before the date of any increase in the Maximum Funding Amount pursuant to Section 6.03, the Issuer shall deposit an amount equal to the Required Reserve Amount into the Reserve Account. Thereafter, on each Payment Date, to the extent of funds then on deposit in the Note Payment Account an amount equal to the lesser of (x) Available Funds remaining on such Payment Date after required payments pursuant to Section 4.04(b)(i) through (v), and (y) the Reserve Fund Reimbursement Amount, shall be deposited into the Reserve Account. (b) If Consistent with the limited purposes for which the Reserve Account is to be established, (x) on each Payment Date, an amount equal to the aggregate of amounts described in Sections 4.04(b)(i)(B), 4.04(b)(iii)(B), 4.04(b)(iv)(B), 4.04(b)(v)(B) (if no Insurer Default has occurred and is continuing) and 4.04(b)(vii)(B) and 4.04(b)(xii)(D), if any, shall be withdrawn from the Reserve Account by the Trustee and remitted to the Trustee, the Backup Servicer, the Noteholders or the Note Insurer (as the case may be) for payment as described in those Sections, and (y) upon payment of all sums payable hereunder with respect to the Notes, any amounts then on deposit in the Reserve Account shall be remitted by the Trustee to the Note Insurer to the extent of any unpaid Note Insurer Obligations then outstanding, until all such Note Insurer Obligations are paid in full, and any remaining amounts then on any deposit in the Reserve Account shall be released from the lien of the Trust Estate and paid to the Issuer. (c) Amounts held in the Reserve Account shall be invested in Permitted Investments at the direction of the Issuer as provided in Section 4.01. Such investments shall not be sold or disposed of prior to their maturity. (d) The Trustee shall pay to the Issuer on each Payment Date (the amount by which the amount in the Reserve Account exceeds the Required Reserve Amount, after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant distributions required to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount be made from the Reserve Account and apply it as Available Funds for such or the Note Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicerdate. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds in the Reserve Account to the Depositor.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, the Reserve Account Initial Deposit into the Reserve Account. (b) If the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F), (G), (H), (I) and (GJ) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), ) the Indenture Trustee shall distribute any remaining funds in the Reserve Account to the DepositorCertificateholders.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, the Reserve Account Initial Deposit into the Reserve Account. (b) If the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F), (G), (H), (I) and (GJ) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the CertificateholdersServicer, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), shall instruct the Indenture Trustee shall to distribute any amounts remaining funds on deposit in the Reserve Account to the DepositorCertificateholders.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf Depositor shall deposit the sum of the Depositor, $11,205,454 into the Reserve Account Initial Deposit into from the Reserve Accountnet proceeds of the sale of the Notes. (b) If The Indenture Trustee shall use the amounts then outstanding in the Reserve Account to (i) make payments that shall become due and payable under Section 7.05(a)(i) through Section 7.05(a)(x) hereof and (ii) make payments, on any given Payment Date, in amounts equal to the amounts then outstanding on any Class of the Notes on the respective Maturity Date of such Class of Notes to the extent that the amount of Available Funds on such Payment Date, is not sufficient to pay such amounts in accordance with the priority of payments set forth in Section 7.05. For purposes of determining the amount available to be withdrawn from the Reserve Account to pay the Class A-4 Interest Payment Amount, the Class A-4 Interest Rate will be calculated at the fixed swap rate of 4.49228% per annum. (c) Subject to Section 7.05, the balance required to be on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Specified Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerBalance. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof)On each Deposit Date, the Indenture Trustee Trustee, as directed by the Servicer, shall distribute transfer any remaining funds in amounts required to be transferred from the Reserve Account to the DepositorCollection Account pursuant to section 7.05(f). Prior to each Payment Date, the Indenture Trustee, as directed by the Servicer, shall transfer from the Reserve Account to the Depositor the amount specified by the Servicer in the related Monthly Servicer's Report representing Investment Earnings on amounts held in the Reserve Account as of the related Determination Date. On each Payment Date following the payments made pursuant to Section 7.05, the Indenture Trustee, as directed by the Servicer, shall transfer to the Depositor any amount in excess of the Specified Reserve Account Balance. (e) Pursuant to Section 7.05(f), on the Payment Date following the occurrence and continuation of an Event of Default, the Indenture Trustee upon receipt of written instructions from the Servicer shall pay all amounts on deposit in the Reserve Account into the Collection Account for application toward payment on the Notes in the priority as set forth in Section 7.05. (f) Upon the satisfaction and discharge of this Indenture, any balance remaining in the Reserve Account, after all obligations to the Noteholders hereunder have been fully satisfied, shall be paid to reimburse the Indenture Trustee and the Owner Trustee and the Delaware Trustee for any amounts owing to them arising from the performance of their obligations under this Indenture and, then, to the Equity Certificateholder.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, the Reserve Account Initial Deposit into the Reserve Account. (b) If the amount on deposit in the Reserve Account on any Payment Date [(other than the Special Payment Date), and] after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as [Total] Available Funds for such Payment Date[; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer]. (c) In the event that the Total [Total] Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), [(B), (C), (D), (E), (F), (G), (H), (I), (J) [and] (K)] [and (L) and (G) M)] on such Payment Date [(or, in the case of the Special Payment Date, the full amount due and payable to the Holders of the Class [ ] Notes on the Special Payment Date)], the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, the Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii) [(or, in the case of the Special Payment Date, to the Holders of the Class [ ] Notes)]. In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts [; provided, that, amount withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer]. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, Noteholders [and the final distribution to the Certificateholders], in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), ) the Indenture Trustee shall distribute any remaining funds in the Reserve Account to the Depositor[Certificateholders][Depositor].

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Seller shall deposit the Reserve Account Initial Deposit into the Reserve Account. The Servicer shall determine the Specified Reserve Account Balance for each Distribution Date. (b) If the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment On each Determination Date, the Servicer, based on Servicer shall determine if the information contained in the Servicer’s Certificate delivered on the related Total Required Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that exceeds the Total Available Funds Amount for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment related Distribution Date, and if such an excess exists the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfallthe related Distribution Date, to the extent of funds available thereintherein after any withdrawal from the Reserve Account pursuant to Section 5.03(b), an amount equal to such excess and pay or deposit such amount according to funds into the Collection Account for inclusion as part of the Total Distribution Amount for distribution on such Distribution Date in accordance with the priorities set forth in Section 5.06(ii5.04(b). In addition. (c) On each Determination Date, amounts will be withdrawn from the Servicer shall determine if the amount on deposit in the Reserve Account as provided in Section 8.02(c(after taking into account any deposits thereto pursuant to Sections 5.04(b) and any withdrawals therefrom pursuant to Sections 5.03(b) or 5.05(b)) is greater than the Specified Reserve Account Balance for such Distribution Date (d) which shall be calculated to give effect to the reduction in the Outstanding Principal Amount of the Indenture. Amounts withdrawn Notes to result from payments to Noteholders pursuant to Section 5.04(c) on such Distribution Date) and the Reserve Account Servicer shall only be used instruct the Indenture Trustee to deposit such amounts in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerCertificate Distribution Account. (d) Subject Notwithstanding anything in this Section 5.05 to Section 9.01the contrary, amounts will continue to be applied if an Event of Default under the Indenture occurs and the maturities of the Notes are accelerated pursuant to Section 5.06 following payment in full 5.02 of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other Indenture, amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds deposit in the Reserve Account to shall be applied by the DepositorIndenture Trustee in accordance with Section 5.04(b) or 5.04(c) of the Indenture. (e) Upon satisfaction of the Rating Agency Condition, the Seller may eliminate the Reserve Account and replace it with an alternative arrangement.

Reserve Account. (a) On the Closing each Transfer Date, if the Indenture Trustee will depositaggregate amount of Available Non-Principal Collections is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a), on behalf of the Depositor, Issuer shall withdraw from the Reserve Account Initial Deposit into the amount of such deficiency up to the Available Reserve AccountAccount Amount and shall apply such amount in accordance with such clauses of Section 4.4(a). (b) On the Series 2012-4 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 2012-4 that has resulted in the acceleration of the Series 2012-4 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 2012-4 Noteholders to fund any shortfalls in amounts owed to the Series 2012-4 Noteholders in the order of priority described in Section 4.4(a). (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than exceeds the Required Reserve Amount for such Payment DateAccount Amount, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will excess shall be withdrawn from the Reserve Account as provided in and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 8.02(c4.10(a) or Section 4.10(b) and (d) of making any payments to the Indenture. Amounts withdrawn from Series 2012-4 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall only be used in released to the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerIssuer. (de) Subject The Reserve Account will terminate on the earliest to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment occur of (i) the date on which the Note Principal Balance has been paid in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing payable to the Series 2012-4 Noteholders have been paid in full; (ii) the Series 2012-4 Final Maturity Date; and (iii) the termination of the Issuer. (f) On the Closing Date, the Issuer or the Transferor will deposit or cause to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds deposited in the Reserve Account an amount equal to the DepositorRequired Reserve Account Amount (determined after giving effect to the issuance of Series 2012-4 Notes on the Closing Date).

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, the Reserve Account Initial Deposit into the Reserve Account. (b) If the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) ), (G), (H), and (GI) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), ) the Indenture Trustee shall distribute any remaining funds in the Reserve Account to the DepositorCertificateholders.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, the Reserve Account Initial Deposit into the Reserve Account. (b) If the amount on deposit in the Reserve Account on any Payment Date (other than the Special Payment Date, and after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F), (G), (H), (I) and (GJ) on such Payment Date (or, in the case of the Special Payment Date, the full amount due and payable to the Holders of the Class A-1 Notes on the Special Payment Date), the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii) (or, in the case of the Special Payment Date, to the Holders of the Class A-1 Notes). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), ) the Indenture Trustee shall distribute any remaining funds in the Reserve Account to the DepositorCertificateholders.

Reserve Account. (a) On the Closing each Transfer Date, if the Indenture Trustee will depositaggregate amount of Available Non-Principal Collections is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a), on behalf of the Depositor, Issuer shall withdraw from the Reserve Account Initial Deposit into the amount of such deficiency up to the Available Reserve AccountAccount Amount and shall apply such amount in accordance with such clauses of Section 4.4(a). (b) On the Series 2004-1 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 2004-1 that has resulted in the acceleration of the Series 2004-1 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 2004-1 Noteholders to fund any shortfalls in amounts owed to the Series 2004-1 Noteholders. (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all deposits to and withdrawals from the Reserve Account with respect to any Transfer Date, the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than exceeds the Required Reserve Amount for such Payment DateAccount Amount, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant Issuer shall withdraw an amount equal to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount excess from the Reserve Account and apply it as Available Funds for distribute such amount to the Transferor on the related Payment Date; provided that. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 4.10(a) and making any payments to the Series 2004-1 Noteholders required pursuant to this Indenture, all amounts withdrawn from then remaining in the Reserve Account shall only be used in released to the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerIssuer. (ce) In The Reserve Account will terminate on the event that earliest to occur of (i) the Total Available Funds for a Payment Date are not sufficient to make date on which the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment DateNote Principal Balance has been paid in full, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Principal Overcollateralization Amount of the Notes until the Pool Balance is has been reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes , and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution payable to the Certificateholders, Series 2004-1 Noteholders have been paid in accordance with full; (ii) the instructions Series 2004-1 Final Maturity Date; and (iii) the termination of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds in the Reserve Account to the DepositorIssuer.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Transferor shall deposit the Reserve Account Initial Deposit into the Reserve Account. (b) If the amount on deposit in the Reserve Account on any Payment Quarterly Distribution Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Quarterly Distribution Date) is greater than the Required then applicable Specified Reserve Amount for such Payment DateAccount Balance, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Administrator shall instruct the Indenture Trustee in writing to withdraw such amount excess from the Reserve Account and apply it as Available Funds (A) to deposit into the Note Distribution Account, an amount equal to the lesser of such excess and the amount described in Section 5.5(e)(iii) for such Payment Distribution Date (to the extent not otherwise paid to the Note Distribution Account on such Distribution Date; provided that), (B) to deposit into the Note Distribution Account the lesser of such excess (after giving effect to clause (A) above) and any amounts withdrawn required to be paid by the Transferor or the Master Servicer pursuant to Section 3.2 or 4.5 as a result of breaches of representations and warranties made in Section 3.1, 4.1, 4.2, 4.3 or 4.4 to the extent the Transferor or the Master Servicer has not made such payments within the required time period, and (C) to distribute the remaining amount of such excess (after giving effect to clauses (A) and (B) above) to the Transferor. Amounts properly distributed pursuant to this paragraph (b) shall be deemed released from the Reserve Account Trust Estate and the security interest therein granted to the Indenture Trustee, and the Transferor shall only in no event thereafter be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicerrequired to refund any such distributed amounts. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, Certificateholders, the Master Servicer or the Administrator and the final distribution to the Certificateholders, in accordance with the instructions termination of the Servicer (based Trust, any amount remaining on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds deposit in the Reserve Account shall be distributed to the DepositorTransferor. The Transferor shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.6(c). (i) In the event that on any Quarterly Distribution Date (and with respect to Section 5.5(c)(i), the 25th day of each month, or if such day is not a Business Day the next succeeding Business Day), any amounts to be distributed as calculated pursuant to Section 5.5(c)(i)-(v) exceed the amount on deposit in the Expense Account available for such purposes, the Administrator shall instruct the Indenture Trustee to withdraw from the Reserve Account the lesser of such excess and the amount on deposit in the Reserve Account (after giving effect to each withdrawal in the order specified in Section 5.5(c)(i)-(v)) and deposit such withdrawn amount in the Expense Account for distribution as provided in Section 5.5. (ii) In the event that the sum of the Noteholders' Distribution Amount and the Trust Swap Payment for a Distribution Date exceeds the amount in the Note Distribution Account for such Distribution Date available for such purposes, the Administrator shall instruct the Indenture Trustee to withdraw from the Reserve Account an amount equal to the lesser of such excess, and the amount on deposit in the Reserve Account, (after giving effect to paragraph (d)(i) above), and deposit such withdrawn amount into the Note Distribution Account for distribution as provided in Section 5.5. (iii) In the event that the Certificateholders' Distribution Amount for a Distribution Date exceeds the amount for such Distribution Date available for such purposes, the Administrator shall instruct the Indenture Trustee on such Distribution Date to withdraw from the Reserve Account an amount equal to the lesser of such excess, and the amount on deposit in the Reserve Account (after giving effect to paragraphs (d)(i) and (d)(ii) above), and to deposit such withdrawn amount in the Certificate Distribution Account for distribution as provided in Section 5.5.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Seller shall deposit the Reserve Account Initial Deposit into the Reserve Account. On the Closing Date, the Reserve Account Initial Deposit will equal the Specified Reserve Account Balance as of the Closing Date. (b) If the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (ci) In the event that the Total Available Funds Servicing Fee for a any Monthly Servicing Payment Date are not sufficient or Distribution Date exceeds the amount distributed to make the full amount of the payments and deposits required Servicer pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F5.05(b)(ii) and (G5.05(c)(ii) on such Monthly Servicing Payment Date or Distribution Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Administrator shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such shortfallexcess, to the extent of funds available therein, and pay or deposit to distribute such amount according to the priorities Servicers; provided, however, that, amounts on deposit in the Reserve Account will not be available to cover any unpaid Excess Servicing Fees to the Servicers. (ii) In the event that the Administration Fee for any Distribution Date exceeds the amount distributed to the Administrator pursuant to Section 5.05(c)(iii) on such Distribution Date, the Administrator shall instruct the Indenture Trustee to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph (b)(i) above, and to distribute such amount to the Administrator. (iii) [Reserved] (iv) [Reserved] (v) In the event that the Noteholders' Interest Distribution Amount for a Distribution Date exceeds the amount distributed to the holders of Notes pursuant to Section 5.05(c)(iv) on such Distribution Date, the Administrator shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph (b)(i) and (b)(ii) above, and to distribute such amount to the holders of Notes entitled thereto, in the same order and priority as is set forth in Section 5.06(ii5.05(c)(iv). In addition; provided, however, that, amounts on deposit in the Reserve Account will not be withdrawn available to cover any unpaid Noteholders' Interest Index Carryover. (vi) In the event that (A) the Certificateholders' Interest Distribution Amount for a Distribution Date exceeds the amount distributed to holders of Certificates pursuant to Section 5.05(c)(v) on such Distribution Date and (B) the Note Collateralization Amount is equal to or greater than the outstanding principal balance of the Notes (after giving effect to distributions on the Notes on such Distribution Date), the Administrator shall instruct the Indenture Trustee on such Distribution Date to withdraw from the Reserve Account as provided on such Distribution Date an amount equal to the excess described in Section 8.02(cclause (A) above, to the extent of funds available therein after giving effect to paragraphs (b)(i), (b)(ii) and (db)(v) above, and to distribute such amount to the holders of Certificates entitled thereto, in the same order and priority as is set forth in Section 5.05(c)(v); provided, however, that amounts on deposit in the Reserve Account will not be available to cover any unpaid Certificateholders' Interest Index Carryover. (vii) In the event that on the Final Maturity Date for the Class A-1 Notes, the outstanding principal balance of the Indenture. Amounts withdrawn Class A-1 Notes (prior to giving effect to any distribution of principal thereon on such date) exceeds the amount of principal distributed to the holders of the Class A-1 Notes on such date pursuant to Section 5.05(c)(vii), the Administrator shall instruct the Indenture Trustee on such date to withdraw from the Reserve Account shall only be used on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(i), (b)(ii), (b)(v) and (b)(vi) above, and to distribute such amount to the holders of the Class A-1 Notes, in the manner permitted under §246.4(b)(3same order and priority as is set forth in Section 5.05(c)(vii). (viii) In the event that on the Final Maturity Date for the Class A-2 Notes the outstanding principal balance of Regulation RRthe Class A-2 Notes (prior to giving effect to any distribution of principal thereon on such date), exceeds the amount of principal distributed to the holders of the Class A-2 Notes on such date pursuant to Section 5.05(c)(vii), the Administrator shall instruct the Indenture Trustee on such date to withdraw from the Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(i), (b)(ii), (b)(v), (b)(vi) and (b)(vii) above, and to distribute such amount to the holders of the Class A-2 Notes, in the same order and priority as determined solely by set forth in Section 5.05 (c)(vii). (ix) In the Servicerevent that on the Final Maturity Date for the Certificates the Certificateholders' Principal Distribution Amount exceeds the amount distributed to the holders of the Certificates pursuant to Section 5.05(c)(viii), the Administrator shall instruct the Indenture Trustee on such date to withdraw from the Reserve Account on such date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs (b)(i), (b)(ii), (b)(v), (b)(vi), (b)(vii) and (b)(viii) above, and to distribute such amount to the holders of Certificates entitled thereto, in the same order and priority as is set forth in Section 5.05 (c)(viii). (c) [Reserved] (d) Subject If the amount on deposit in the Reserve Account on any Distribution Date (without giving effect to Section 9.01all deposits or withdrawals therefrom on such Distribution Date) is greater than the Specified Reserve Account Balance for such Distribution Date, amounts will continue the Administrator shall instruct the Indenture Trustee to be applied pursuant to Section 5.06 following payment in full deposit the amount of such excess into the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Collection Account for distribution on such Distribution Date. (e) Following the payment in full of the aggregate Outstanding Amount outstanding principal balance of the Notes and the Certificate Balance and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to holders of Notes and Certificates, the Servicer or the Administrator (including any Excess Servicing Fees, Noteholders, ' Interest Index Carryover and Certificateholders' Interest Index Carryover) and the final distribution to the Certificateholders, in accordance with the instructions termination of the Servicer (based Trust, any amount remaining on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds deposit in the Reserve Account shall be distributed to the DepositorSeller. The Seller shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.06(e).

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, the Reserve Account Initial Deposit into the Reserve Account. (b) If the amount on deposit in the Reserve Account on any Payment Date [(other than the Special Payment Date), and] after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as [Total] Available Funds for such Payment Date[; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer]. (c) In the event that the Total [Total] Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), [(B), (C), (D), (E), (F), (G), (H), (I), (J) [and] (K)] [and (L) and (G) M)] on such Payment Date [(or, in the case of the Special Payment Date, the full amount due and payable to the Holders of the Class A-1 Notes on the Special Payment Date)], the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, the Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii) [(or, in the case of the Special Payment Date, to the Holders of the Class A-1 Notes)]. In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts [; provided, that, amount withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer]. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, Noteholders [and the final distribution to the Certificateholders], in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), ) the Indenture Trustee shall distribute any remaining funds in the Reserve Account to the Depositor[Certificateholders][Depositor].

Reserve Account. (a) On the Closing each Transfer Date, if the Indenture Trustee will depositaggregate amount of Available Non-Principal Collections is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a), on behalf of the Depositor, Issuer shall withdraw from the Reserve Account Initial Deposit into the amount of such deficiency up to the Available Reserve AccountAccount Amount and shall apply such amount in accordance with such clauses of Section 4.4(a). (b) On the Series 2004-2 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 2004-2 that has resulted in the acceleration of the Series 2004-2 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 2004-2 Noteholders to fund any shortfalls in amounts owed to the Series 2004-2 Noteholders. (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all deposits to and withdrawals from the Reserve Account with respect to any Transfer Date, the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than exceeds the Required Reserve Amount for such Payment DateAccount Amount, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant Issuer shall withdraw an amount equal to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount excess from the Reserve Account and apply it as Available Funds for distribute such amount to the Transferor on the related Payment Date; provided that. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 4.10(a) and making any payments to the Series 2004-2 Noteholders required pursuant to this Indenture, all amounts withdrawn from then remaining in the Reserve Account shall only be used in released to the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerIssuer. (ce) In The Reserve Account will terminate on the event that earliest to occur of (i) the Total Available Funds for a Payment Date are not sufficient to make date on which the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment DateNote Principal Balance has been paid in full, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Principal Overcollateralization Amount of the Notes until the Pool Balance is has been reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes , and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution payable to the Certificateholders, Series 2004-2 Noteholders have been paid in accordance with full; (ii) the instructions Series 2004-2 Final Maturity Date; and (iii) the termination of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds in the Reserve Account to the DepositorIssuer.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. (b) If In the event that (i) the Primary Servicing Fee for any Monthly Distribution Date or Quarterly Payment Date exceeds the amount distributed to the Master Servicer pursuant to Section 2.7(b) and Section 2.8(a)(i) hereof on such Monthly Distribution Date or Quarterly Payment Date or (ii) the Administration Fee for any Monthly Distribution Date or Quarterly Payment Date exceeds the amount distributed to the Administrator pursuant to Section 2.7(b) and Section 2.8(a)(ii) hereof on such Monthly Distribution Date or Quarterly Payment Date, the Administrator shall instruct the Paying Agent in writing to withdraw from the Reserve Account on such Monthly Distribution Date or Quarterly Payment Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Master Servicer or the Administrator, as applicable; provided, however, that, except as provided in Section 2.9(g) below, amounts on deposit in the Reserve Account on will not be available to cover any Payment Date (after giving effect unpaid Carryover Servicing Fees to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Master Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient insufficient to make the full amount of payments described under Sections 2.8(a)(i) through 2.8(a)(iv) hereof on any Quarterly Payment Date (after giving effect to required distributions and/or allocations from the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date Capitalized Interest Account pursuant to Section 4.09 2.10(b)(i) hereof), the Administrator shall instruct the Indenture Trustee Paying Agent in writing to withdraw from the Reserve Account and deposit into the Collection Account on such the Business Day prior to each Quarterly Payment Date an amount equal to such shortfalldeficiency, to the extent of funds available thereintherein after giving effect to clause (b) above, and pay or deposit to distribute such amount according to amounts in the priorities same order and priority as is set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(cSections 2.8(a)(i) and (dthrough 2.8(a)(iv) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicerhereof. (d) Subject In the event that the Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to Section 9.01, amounts will continue any class of Class A Notes exceeds the amount distributed to be applied such Class A Noteholders pursuant to Section 5.06 2.8(a)(v) hereof on such date, the Administrator shall instruct the Paying Agent in writing to withdraw from the Reserve Account and deposit into the Collection Account on the Business Day prior to such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to clauses (b) and (c) above, and to distribute such amount to the Class A Noteholders entitled thereto, in the same order and priority as is set forth in Section 2.8(a)(v) hereof. (e) In the event that the Class B Noteholders’ Principal Distribution Amount on the Class B Maturity Date exceeds the amount distributed to the Class B Noteholders pursuant to Section 2.8(a)(vi) hereof on such date, the Administrator shall instruct the Paying Agent in writing to withdraw from the Reserve Account and deposit into the Collection Account on the Business Day prior to the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to clauses (b) through (d) above, and to distribute such amount to the Class B Noteholders entitled thereto. (f) After giving effect to Section 2.8(a)(i) through (a)(iv) hereof, if the amount on deposit in the Reserve Account on any Quarterly Payment Date (after giving effect to all deposits or withdrawals therefrom on such Quarterly Payment Date other than pursuant to this Section 2.9(f)) is greater than the Specified Reserve Account Balance for such Quarterly Payment Date, the Administrator shall instruct the Paying Agent in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account on such Quarterly Payment Date. (g) On the final Quarterly Payment Date, upon termination of the Issuer and following the payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees) owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution Master Servicer or the Administrator, as applicable, to the Certificateholdersextent that Available Funds on such date are insufficient to pay the Carryover Servicing Fees, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof)if any, the Indenture Trustee shall distribute any amounts remaining funds in the Reserve Account shall be used to pay any such Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account after the payment of such Carryover Servicing Fees has been made shall be distributed to the DepositorCertificateholders. The Certificateholders shall in no event be required to refund any amounts properly distributed pursuant to this Section 2.9(g). (h) Anything in this Section 2.9 to the contrary notwithstanding, if the amount in the Reserve Account on any Quarterly Payment Date (after giving effect to all deposits or withdrawals therefrom on such Quarterly Payment Date other than pursuant to this Section 2.9(h)) is sufficient to pay the remaining principal amount of and interest accrued on the Notes, such amount will be so applied on such Quarterly Payment Date and the Administrator shall instruct the Paying Agent to make such payments. Any amount remaining on deposit in the Reserve Account after such payments have been made shall be distributed to the Certificateholders. The Certificateholders shall in no event be required to refund any amounts properly distributed pursuant to this Section 2.9(h).

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Depositor shall deposit the Reserve Account Initial Deposit into the Reserve Account. (b) If the amount on deposit in the Reserve Account on any Quarterly Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Quarterly Payment Date) is greater than the Required then applicable Specified Reserve Amount for such Payment DateAccount Balance, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Administrator shall instruct the Indenture Trustee in writing to withdraw such amount excess from the Reserve Account and (i) to deposit into the Note Payment Account, an amount equal to the lesser of such excess and apply it as Available Funds the amount, if any, described in Section 4.1(d)(ii) and (iii) for such Payment Date (to the extent not otherwise paid to the Note Payment Account on such Payment Date); (ii) to deposit into the Note Payment Account the lesser of such excess (after giving effect to clause (i) above) and any amounts required to be paid by the Depositor or the Master Servicer pursuant to Sections 3.2 or 5.5 of the Standard Terms as a result of breaches of representations, warranties and agreements made in Sections 3.1, 5.1 through 5.4, 7.1 or 8.1 of the Standard Terms to the extent the Depositor or the Master Servicer, as the case may be, has not made such payments within the required time period; provided that, amounts withdrawn and (iii) to distribute the remaining amount of such excess (after giving effect to clauses (i) and (ii) above) to the Depositor. Amounts properly distributed pursuant to this paragraph (b) shall be deemed released from the Reserve Account Trust Estate and the security interest therein granted to the Indenture Trustee, and the Depositor shall only in no event thereafter be used required to refund any such distributed amounts. The Depositor shall have the right, at its option, to transfer and assign, in the manner permitted under §246.4(b)(3) of Regulation RRwhole or in part, as determined solely by the Servicerits right to receive any amounts required to be paid to it pursuant to clause (iii). (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, Certificateholders, the Master Servicer or the Administrator and the final distribution to the Certificateholders, in accordance with the instructions termination of the Servicer (based Trust, any amount remaining on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds deposit in the Reserve Account shall be distributed to the Depositor. The Depositor shall in no event be required to refund any amounts properly distributed pursuant to this Section 4.2(c). (i) If on any Quarterly Payment Date (and with respect to Section 4.1(b)(i) hereof, the 25th day of each month, or if such day is not a Business Day the next succeeding Business Day), any amounts to be distributed as calculated pursuant to Section 4.1(b)(i)-(v) hereof exceed the amount on deposit in the Expense Account available for such purposes, the Administrator shall instruct the Indenture Trustee to withdraw from the Reserve Account the lesser of such excess and the amount on deposit in the Reserve Account (after giving effect to each withdrawal in the order specified in Section 4.1(b) (i)-(v)) hereof and deposit such withdrawn amount in the Expense Account for distribution as provided in Section 4.1 hereof; (ii) If the Class Interest Amount for all Classes of Notes and the Principal Payment Amount for a Payment Date or Quarterly Payment Date exceeds the amount in the Note Payment Account for such Payment Date or Quarterly Payment Date available for such purposes, the Administrator shall instruct the Indenture Trustee to withdraw from the Reserve Account an amount equal to the lesser of such excess and the amount on deposit in the Reserve Account (after giving effect to paragraph (d)(i) above), and deposit such withdrawn amount into the Note Payment Account for distribution as provided in Section 4.1 hereof; and. (iii) If the Certificateholders' Distribution Amount for a Quarterly Payment Date exceeds the amount for such Quarterly Payment Date available for such purposes, the Administrator shall instruct the Indenture Trustee on such Quarterly Payment Date to withdraw from the Reserve Account an amount equal to the lesser of such excess and the amount on deposit in the Reserve Account (after giving effect to paragraphs (d)(i) and (d) (ii) above), and to deposit such withdrawn amount in the Certificate Distribution Account for distribution as provided in Section 4.1 hereof.

Reserve Account. (a) On or prior to the Closing Date, Date the Indenture Trustee will deposit, on behalf of the Depositor, Issuer shall cause to have deposited an amount equal to the Reserve Account Initial Deposit Required Amount into the Reserve AccountAccount from the net proceeds of the sale of the Securities. The Reserve Account shall be an asset of the Issuer. (b) If On each 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 4.09) to withdraw the Reserve Account Withdrawal Amount, if any, from the Reserve Account and deposit such Reserve Account Withdrawal Amount into the Collection Account for distribution in the order of priority set forth in Section 5.06(b) or Section 5.06(e), as applicable, no later than 12:00 noon, New York City time, on the Business Day prior to the related Distribution Date. (c) In the event that, on any Distribution Date prior to an acceleration of the Notes specified in Section 5.06(e), the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater shall be less than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided thatRequired Amount, amounts withdrawn from available funds remaining after the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount payment of the payments and deposits required pursuant to Sections 5.06(ii)(Aamounts set forth in Section 5.06(b)(i) through (vi), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant up to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, shall be deposited by the Indenture Trustee to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in on such Distribution Date, pursuant to Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer5.06(b)(vii). (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of all of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, Noteholders and the final termination of the Issuer, any amount then allocated to the Reserve Account shall be paid to the Certificate Distribution Account for distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds in the Reserve Account to the Depositor.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of Seller shall direct the Depositor, Trust Collateral Agent to deposit to the Reserve Account a cash amount equal to the Initial Deposit into the Reserve AccountAmount. (b) If With respect to each Distribution Date, on the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on fourth Business Day immediately preceding such Payment Date) is greater than the Required Reserve Amount for such Payment Distribution Date, the Servicer (provided, that in the event the Backup Servicer is acting as successor Servicer, based on the information contained Seller shall assist the Backup Servicer in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to performance of its obligations under this Section 4.09 hereof, 5.05(b)) shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer Collateral Agent (based on the information contained in the Servicer’s Certificate delivered on to the Trust Collateral Agent in respect of the related Payment Determination Date pursuant to Section 4.09 hereof4.09), prior to the Indenture Trustee shall distribute making of any remaining funds in transfers pursuant to Section 5.08 hereof, if required, to withdraw from the Reserve Account to the Depositorextent available therein with respect to amounts payable on such Distribution Date, the amounts specified below, and deposit such amounts in the Collection Account to be applied as follows: (i) first, an amount equal to the excess of (x) the Servicing Fee, up to the Capped Servicing Fee, over (y) the Available Funds required to be applied pursuant to Section 5.08(a)(i) hereof on such Distribution Date; (ii) second, an amount equal to the excess of (x) the Indenture Trustee Fee and fees payable to the Owner Trustee, up to the Capped Backup Servicer and Trustee Fees and Expenses, over (y) the Available Funds required to be applied pursuant to Section 5.08(a)(i) hereof on such Distribution Date; (iii) third, an amount equal to the excess of (x) the Net Swap Payment, if any, over (y) Available Funds required to be applied pursuant to Section 5.08(a)(ii) hereof on such Distribution Date; (iv) fourth, pro rata, (x) an amount equal to the excess of (1) the Class A-1A Interest Distributable Amount plus the Class A-1A Interest Carryover Shortfall, if any, over (2) the Available Funds required to be applied pursuant to Section 5.08(a)(iii) hereof on such Distribution Date and (y) an amount equal to the excess of (1) the Class A-1B Interest Distributable Amount plus the Class A-1B Interest Carryover Shortfall, if any, over (2) the Available Funds required to be applied pursuant to Section 5.08(a)(iii) hereof on such Distribution Date; (v) fifth, an amount equal to the excess of (x) any amounts due and payable to the Class A Insurer under Section 5.08(a)(v) hereof over (y) the Available Funds required to be applied pursuant to Section 5.08(a)(v) hereof on such Distribution Date; (vi) sixth, an amount equal to the Principal Deficiency (assuming that, for purposes of determining the Principal Deficiency in this clause only, the amounts available for the distribution of principal are attributable to those amounts required to be applied pursuant to Section 5.08(a)(vii) and Section 5.08(a)(viii) hereof) on such Distribution Date; (vii) seventh, if the next Distribution Date is the Stated Final Maturity, an amount equal to the excess of (x) the Class A Note Balance over (y) the Available Funds required to be applied pursuant to Section 5.08(a)(viii) hereof on the Stated Final Maturity; (viii) eighth, an amount equal to the excess of (x) without duplication, the Reimbursement Obligations over (y) the Available Funds required to be applied pursuant to Section 5.08(a)(ix) hereof on such Distribution Date; and (ix) ninth, an amount equal to the excess of the funds remaining in the Reserve Account after the withdrawals referred to in clauses (i) through (viii) above over the Reserve Account Requirement on such Distribution Date. (c) Notwithstanding the foregoing, all transfers of funds between accounts may occur on the Business Day immediately preceding the Distribution Date related to such transfer; all distributions from accounts shall occur on the Distribution Date. (d) Amounts withdrawn from the Reserve Account pursuant to clause (b)(i)-(viii) above shall be used solely for the amounts described in clause (b)(i)-(viii) above, as applicable. Amounts withdrawn from the Reserve Account pursuant to clause (b)(ix) above shall constitute Available Funds.

Reserve Account. (a) On the Closing each Transfer Date, if the Indenture Trustee will depositaggregate amount of Available Non-Principal Collections is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a), on behalf of the Depositor, Issuer shall withdraw from the Reserve Account Initial Deposit into the amount of such deficiency up to the Available Reserve AccountAccount Amount and shall apply such amount in accordance with such clauses of Section 4.4(a). (b) On the Series 2007-2 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 2007-2 that has resulted in the acceleration of the Series 2007-2 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 2007-2 Noteholders to fund any shortfalls in amounts owed to the Series 2007-2 Noteholders. (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all deposits to and withdrawals from the Reserve Account with respect to any Transfer Date, the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than exceeds the Required Reserve Amount for such Payment DateAccount Amount, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will excess shall be withdrawn from the Reserve Account as provided in and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 8.02(c4.10(a) or Section 4.10(b) and (d) of making any payments to the Indenture. Amounts withdrawn from Series 2007-2 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall only be used in released to the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerIssuer. (de) Subject The Reserve Account will terminate on the earliest to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment occur of (i) the date on which the Note Principal Balance has been paid in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing payable to the Series 2007-2 Noteholders have been paid in full; (ii) the Series 2007-2 Final Maturity Date; and (iii) the termination of the Issuer. (f) On the Closing Date, the Issuer or the Transferor will deposit or cause to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds deposited in the Reserve Account an amount equal to the DepositorRequired Reserve Account Amount (determined after giving effect to the issuance of Series 2007-2 Notes on the Closing Date).

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Seller shall deposit the Reserve Account Initial Deposit into the Reserve Account. The Servicer shall determine the Specified Reserve Account Balance for each Payment Date. (bi) If the amount on deposit in the Reserve Account on any each Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment DateDate pursuant to Section 5.04 and Section 5.05(c)) is greater than the Required Specified Reserve Amount Account Balance for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee to distribute such excess in writing to withdraw such amount from the Reserve Account to the Seller. Form of Sale and apply it as Available Funds for such Payment Date; provided thatServicing Agreement (ii) On the date on which all interest on and principal of the Notes have been paid in full, amounts withdrawn from the Servicer shall instruct the Indenture Trustee to distribute the Reserve Account balance to the Seller. (iii) Amounts properly distributed to the Seller pursuant to this Section 5.05(b) shall only be used deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller shall in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicerno event thereafter be required to refund any such distributed amounts. (c) In the event that the Total Available Funds Noteholders' Distributable Amount for a Payment Date are not sufficient to make exceeds the full amount of deposited into the payments and deposits required Note Distribution Account pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (FSection 5.04(b)(iii) and (Giv) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfallDate, to the extent of funds available therein, an amount equal to such excess and pay or deposit such amount according to into the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerNote Distribution Account. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds in the Reserve Account to the Depositor.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the DepositorSeller, the Reserve Account Initial Deposit into the Reserve Account. (b) If the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits into the Note Distribution Account required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (GC) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available thereintherein (provided, however, that such withdrawal shall not reduce the balance in the Reserve Account to an amount below the Yield Supplement Amount), and pay or deposit such amount into the Note Distribution Account; provided that such amount shall be applied according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c8.2(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based any amount remaining on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds deposit in the Reserve Account shall be distributed to the DepositorCertificateholders. (e) If the Servicer recalculates the schedule in connection with the Yield Supplement Amount, the Servicer shall, as soon as practicable thereafter, deliver the recalculated schedule to the Indenture Trustee and the Trust.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf Depositor shall deposit the sum of the Depositor, $39,801,387.54 into the Reserve Account Initial Deposit into from the Reserve Accountnet proceeds of the sale of the Notes. (b) If The Indenture Trustee as directed by the Servicer shall use the amounts then outstanding in the Reserve Account to (i) make payments that shall become due and payable under Section 7.05(a)(iii) through Section 7.05(a)(xiv) hereof, (ii) make payments that shall become due and payable under Section 7.05(b)(iii) through Section 7.05(b)(vi) and, to the extent there is a shortfall in amounts necessary to reduce the Aggregate Principal Amount of the Notes to the Contract Pool Principal Balance as of the prior Accounting Date, make payments that shall become due and payable under Section 7.05(b)(vii) through (xiii), and (iii) make payments, on any given Payment Date, in amounts equal to the amounts then outstanding on any Class of the Notes on the respective Maturity Date of such Class of Notes to the extent that the amount of Available Funds on such Payment Date, is not sufficient to pay such amounts in accordance with the priority of payments set forth in Section 7.05. (c) Subject to Section 7.05, the balance required to be on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Specified Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerBalance. (d) Subject to Section 9.01On each Deposit Date, the Indenture Trustee, as directed by the Servicer, shall transfer any amounts will continue required to be applied transferred from the Reserve Account to the Collection Account pursuant to Section 5.06 following payment 7.05(e). Prior to each Payment Date, the Indenture Trustee, as directed by the Servicer, shall transfer from the Reserve Account to the Depositor the amount specified by the Servicer in full the related Monthly Servicer’s Report representing Investment Earnings on amounts held in the Reserve Account as of the Outstanding Amount related Determination Date. On each Payment Date following the payments made pursuant to Section 7.05, the Indenture Trustee, as directed by the Servicer, shall transfer to the Depositor any amount in excess of the Notes until Specified Reserve Account Balance. (e) Pursuant to Section 7.05(e), on the Pool Balance is reduced to zero. Following Payment Date following the occurrence and continuation of an Event of Default, the Indenture Trustee upon receipt of written instructions from the Servicer shall pay all amounts on deposit in the Reserve Account into the Collection Account for application toward payment in full of the aggregate Outstanding Amount of on the Notes in the priority as set forth in Section 7.05. (f) Upon the satisfaction and discharge of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to NoteholdersAgreement, and as applicable, any balance remaining in the final distribution Reserve Account, after all obligations to the CertificateholdersNoteholders hereunder have been fully satisfied, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant shall be paid to Section 4.09 hereof), reimburse the Indenture Trustee shall distribute and the Owner Trustee for any remaining amounts owing to them arising from the performance of their obligations under this Indenture and, then, to the Depositor. (g) The Depositor may, from time to time, borrow funds for the purpose of making additional deposits in the Reserve Account (or in the alternative may assign rights to amounts in the Reserve Account as part of a borrowing arrangement). In the event of any such deposit, amounts in excess of the Specified Reserve Account Balance shall be transferred to the DepositorDepositor in accordance with Section 7.02(d). The lender under any such borrowing arrangement shall be subordinated to the rights of the Noteholders hereunder and shall have no rights to repayment from amounts on deposit in the Reserve Account except to the extent they are distributed to the Depositor under Section 7.02(d).

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Seller shall deposit the Reserve Account Initial AccountInitial Deposit into the Reserve Account. The Servicer shall determine the Specified Reserve Account Balance for each Distribution Date. (b) If the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment On each Determination Date, the Servicer, based on Servicer shall determine if the information contained in the Servicer’s Certificate delivered on the related Total Required Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that exceeds the Total Available Funds Amount for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment related Distribution Date, and if such an excess exists the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfallthe related Distribution Date, to the extent of funds available therein, an amount equal to such excess and pay or deposit such amount according to funds into the Collection Account for inclusion as part of the Total Distribution Amount for distribution on such Distribution Date in accordance with the priorities set forth in Section 5.06(ii5.04(b). In addition. (c) On each Determination Date, the Servicer shall determine if the amount on deposit in the Reserve Account (after taking into account any deposits thereto pursuant to Sections 5.04(b) and any withdrawals therefrom pursuant to Section 5.05(b)) is greater than the Specified Reserve Account Balance for such Distribution Date (which shall be calculated to give effect to the reduction in the Outstanding Principal Amount of the Notes to result from payments to Noteholders pursuant to Section 5.04(c) on such Distribution Date) and the Servicer shall instruct the Indenture Trustee to deposit such amounts in the Certificate Distribution Account. (d) Notwithstanding anything in this Section 5.05 to the contrary, if an Event of Default under the Indenture occurs and the maturities of the Notes are accelerated pursuant to Section 5.02 of the Indenture, amounts will on deposit in the Reserve Account shall be applied by the Indenture Trustee in accordance with Section 5.04(b) or 5.04(c) of the Indenture. (e) Upon satisfaction of the Rating Agency Condition, the Seller may eliminate the Reserve Account and replace it with an alternative arrangement. SECTION 5.06. [Reserved]. SECTION 5.07. Statements to the Certificateholder and Noteholders. On the second Business Day prior to each Distribution Date, the Servicer shall provide to the Indenture Trustee for the Indenture Trustee to forward or make available to each Noteholder of Record (with a copy to the Rating Agencies) and to the Owner Trustee (for the Owner Trustee to forward to each Certificateholder of record pursuant to the Trust Agreement) a statement substantially in the form of Exhibit A to Schedule E (or such other form that is acceptable to the Indenture Trustee, the Owner Trustee and the Servicer) setting forth at least the following information as to the Notes (separately stating such information as to the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class B Notes) and the Certificate, to the extent applicable: (i) the amount to be deposited to the Principal Distribution Account and the amounts to be paid to the Noteholders and the Certificateholder therefrom; (ii) the Class A Noteholders' Interest Distributable Amount, the Class B Noteholders' Interest Distributable Amount and the amounts paid to such Noteholders in respect thereof; (iii) the Pool Balance as of the close of business on the last day of the preceding Collection Period; (iv) the Note Value as of the close of business on the last day of the preceding Collection Period; (v) the Outstanding Principal Amount of each class of the Notes, the Class A-1 Note Pool Factor, the Class A-2 Note Pool Factor, the Class A-3 Note Pool Factor, the Class B Note Pool Factor and the Certificate Balance, in each case as of the close of business on the last day of the preceding Collection Period, after giving effect to payments allocated to principal reported under (i) above; (vi) the amount of the Servicing Fee paid to the Servicer with respect to the related Collection Period; (vii) the amount of the Administration Fee paid to the Administrator with respect to the preceding Collection Period; (viii) the aggregate amount of the Purchase Amounts for Purchased Receivables with respect to the related Collection Period paid by each of the Seller and the Servicer (accounted for separately); (ix) the amount of Realized Losses, if any, for such Collection Period; (x) the balance of the Reserve Account on such Distribution Date, after giving effect to withdrawals made on such Distribution Date; (xi) the Specified Reserve Account Balance for such Distribution Date; (xii) the amount, if any, to be withdrawn from the Reserve Account as provided in and deposited into the Collection Account on such Distribution Date pursuant to Section 8.02(c5.05(b); (xiii) and (d) of the Indenture. Amounts amount, if any, to be withdrawn from the Reserve Account shall only be used in and deposited to the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied Certificate Distribution Account pursuant to Section 5.06 following payment in full of 5.05(c); (xiv) the Outstanding Amount of the Notes until the Pool Certificate Balance is reduced to zero. Following the payment in full of for such Distribution Date and the aggregate Outstanding Amount of amount to be deposited to the Notes and of all other amounts owing or Certificate Distribution Account pursuant to Section 5.04(c); (xv) the amount, if any, to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date Certificateholder pursuant to Section 4.09 hereof), 5.02(a)(i) of the Indenture Trustee shall distribute any remaining funds in the Reserve Account to the Depositor.Trust Agreement; and

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf Depositor shall deposit the sum of the Depositor, $[ ] into the Reserve Account Initial Deposit into from the Reserve Accountnet proceeds of the sale of the Notes. (b) If The Indenture Trustee shall use the amounts then outstanding in the Reserve Account to (i) make payments that shall become due and payable under Section 7.05(a)(i) through Section 7.05(a)(x) hereof and (ii) make payments, on any given Payment Date, in amounts equal to the amounts then outstanding on any Class of the Notes on the respective Maturity Date of such Class of Notes to the extent that the amount of Available Funds on such Payment Date, is not sufficient to pay such amounts in accordance with the priority of payments set forth in Section 7.05. For purposes of determining the amount available to be withdrawn from the Reserve Account to pay the Class A-4 Interest Payment Amount, the Class A-4 Interest Rate will be calculated at the fixed swap rate of [ ]% per annum. (c) Subject to Section 7.05, the balance required to be on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Specified Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerBalance. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof)On each Deposit Date, the Indenture Trustee Trustee, as directed by the Servicer, shall distribute transfer any remaining funds in amounts required to be transferred from the Reserve Account to the DepositorCollection Account pursuant to section 7.05(f). Prior to each Payment Date, the Indenture Trustee, as directed by the Servicer, shall transfer from the Reserve Account to the Depositor the amount specified by the Servicer in the related Monthly Servicer’s Report representing Investment Earnings on amounts held in the Reserve Account as of the related Determination Date. On each Payment Date following the payments made pursuant to Section 7.05, the Indenture Trustee, as directed by the Servicer, shall transfer to the Depositor any amount in excess of the Specified Reserve Account Balance. (e) Pursuant to Section 7.05(f), on the Payment Date following the occurrence and continuation of an Event of Default, the Indenture Trustee upon receipt of written instructions from the Servicer shall pay all amounts on deposit in the Reserve Account into the Collection Account for application toward payment on the Notes in the priority as set forth in Section 7.05. (f) Upon the satisfaction and discharge of this Indenture, any balance remaining in the Reserve Account, after all obligations to the Noteholders hereunder have been fully satisfied, shall be paid to reimburse the Indenture Trustee and the Owner Trustee and the Delaware Trustee for any amounts owing to them arising from the performance of their obligations under this Indenture and, then, to the Equity Certificateholder.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Depositor shall deposit the Reserve Account Initial Deposit into the Reserve Account. The Servicer shall determine the Specified Reserve Account Balance for each Distribution Date. (b) If the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment On each Determination Date, the Servicer, based on Servicer shall determine if the information contained in the Servicer’s Certificate delivered on the related Total Required Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that exceeds the Total Available Funds Amount for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment related Distribution Date, and if such an excess exists the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfallthe related Distribution Date, to the extent of funds available thereintherein after any withdrawal from the Reserve Account pursuant to Section 5.03(b), an amount equal to such excess and pay or deposit such amount according to funds into the Collection Account for inclusion as part of the Total Distribution Amount for distribution on such Distribution Date in accordance with the priorities set forth in Section 5.06(ii5.04(b). In addition. (c) On each Determination Date, amounts will be withdrawn from the Servicer shall determine if the amount on deposit in the Reserve Account as provided in Section 8.02(c(after taking into account any deposits thereto pursuant to Sections 5.04(b) and any withdrawals therefrom pursuant to Sections 5.03(b) or 5.05(b)) is greater than the Specified Reserve Account Balance for such Distribution Date (d) which shall be calculated to give effect to the reduction in the Outstanding Principal Amount of the Indenture. Amounts withdrawn Notes to result from payments to Noteholders pursuant to Section 5.04(c) on such Distribution Date) and the Reserve Account Servicer shall only be used instruct the Indenture Trustee to deposit such amounts in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerCertificate Distribution Account. (d) Subject Notwithstanding anything in this Section 5.05 to Section 9.01the contrary, amounts will continue to be applied if an Event of Default under the Indenture occurs and the maturities of the Notes are accelerated pursuant to Section 5.06 following payment in full 5.02 of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other Indenture, amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds deposit in the Reserve Account to shall be applied by the DepositorIndenture Trustee in accordance with Section 5.04(b) or 5.04(c) of the Indenture. (e) Upon satisfaction of the Rating Agency Condition, the Depositor may eliminate the Reserve Account and replace it with an alternative arrangement.

Reserve Account. (a) Pursuant to Section 4.01, the Trustee shall establish and maintain the Reserve Account which shall be an Eligible Account, for the benefit of the Noteholders. On or prior to the Closing Date, the Indenture Trustee will depositIssuer shall deposit an amount equal to the Required Reserve Amount into the Reserve Account. Thereafter, on behalf each Payment Date, to the extent of funds then on deposit in the DepositorNote Payment Account an amount equal to the lesser of (x) Available Funds remaining on such Payment Date after required payments pursuant to Section 4.04(b)(i) through (iv), and (y) the Reserve Account Initial Deposit Fund Reimbursement Amount, shall be deposited into the Reserve Account. (b) If Consistent with the limited purposes for which the Reserve Account is to be established, (x) on each Payment Date, an amount equal to the aggregate of amounts described in Sections 4.04(b)(iv)(B) and (vii)(D), if any, shall be withdrawn from the Reserve Account by the Trustee and remitted to the Noteholders for payment as described in those Sections and (y) upon payment of all sums payable hereunder with respect to the Notes, any amounts then on deposit in the Reserve Account shall be released from the lien of the Trust Estate and paid to the Issuer. (c) Amounts held in the Reserve Account shall be invested in Permitted Investments at the direction of the Issuer as provided in Section 4.01. Such investments shall not be sold or disposed of prior to their maturity. (d) The Trustee shall pay to the Issuer on any each Payment Date (the amount by which the amount in the Reserve Account exceeds the Required Reserve Amount, after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant distributions required to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount be made from the Reserve Account and apply it as Available Funds for such or the Note Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicerdate. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds in the Reserve Account to the Depositor.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. (a) In the event that the Primary Servicing Fee for any Monthly Allocation Date or Quarterly Distribution Date exceeds the amount distributed to the Servicer pursuant to Section 2.7(b), Section 2.8(a) and Section 2.8A above (after giving effect to the required distributions from the Future Distribution Account) on such Monthly Allocation Date or Quarterly Distribution Date, as applicable, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Allocation Date or Quarterly Distribution Date, as the case may be, an amount equal to such deficiency, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Section 2.9(f) below, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. (b) If In the event that the Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(e) above on any Quarterly Distribution Date (after giving effect to required distributions and/or allocations from the Capitalized Interest Account), the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Quarterly Distribution Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to clause (a) above, and to distribute and/or allocate such amounts in the same order and priority as is set forth in Sections 2.8(a) through 2.8(e) above. (c) In the event that the Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any Class of Class A Notes exceeds the amount distributed to such Class A Noteholders pursuant to Section 2.8(f) above on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Note Final Maturity Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to clauses (a) and (b) above, and to distribute such amount to the Class A Noteholders entitled thereto, in the same order and priority as is set forth in Section 2.8(f) above. (d) In the event that the Class B Noteholders’ Principal Distribution Amount on the Class B Maturity Date exceeds the amount distributed to the Class B Noteholders pursuant to Section 2.8(f) above on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on the Class B Maturity Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to clauses (a) through (c) above, and to distribute such amount to the Class B Noteholders entitled thereto. (e) After giving effect to clauses (a) through (d) above, if the amount on deposit in the Reserve Account on any Payment Quarterly Distribution Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) Distribution Date other than pursuant to this clause is greater than the Required Specified Reserve Amount Account Balance for such Payment Quarterly Distribution Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Administrator shall instruct the Indenture Trustee in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount from into the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerCollection Account. (cf) In On the event that the Total Available Funds for a Payment final Distribution Date are not sufficient to make the full amount upon termination of the payments Trust and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, following the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees) owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution Servicer, the Auction Agent, the Broker-Dealers or the Administrator, as applicable, to the Certificateholdersextent that Available Funds on such date are insufficient to make the following payments, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any amounts remaining funds in the Reserve Account shall be used first to pay any Carryover Servicing Fees and second to pay any Carry-over Amounts not previously paid to any applicable Auction Rate Noteholders. Any amount remaining on deposit in the Reserve Account after such payments have been made shall be distributed to the DepositorExcess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event be required to refund any amounts properly distributed pursuant to this Section 2.9(f). (g) Amounts on deposit in the Reserve Account may also be withdrawn on any Monthly Allocation Date to the extent there are insufficient funds on deposit in the Future Distribution Account, the Collection Account and the Capitalized Interest Account to make the required allocations set forth in Section 2.8A above on that Monthly Allocation Date. (h) Anything in this Section 2.9 to the contrary notwithstanding, if the market value of securities and cash in the Reserve Account is on any Quarterly Distribution Date sufficient to pay the remaining principal amount of and interest accrued on the Notes, and to pay any unpaid Carryover Servicing Fee and Carry-over Amounts, such amount will be so applied on such Quarterly Distribution Date and the Administrator shall instruct the Eligible Lender Trustee and the Indenture Trustee to make such payments.

Reserve Account. (a) On the Closing each Transfer Date, if the Indenture Trustee will depositaggregate amount of Available Non-Principal Collections is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a), on behalf of the Depositor, Issuer shall withdraw from the Reserve Account Initial Deposit into the amount of such deficiency up to the Available Reserve AccountAccount Amount and shall apply such amount in accordance with such clauses of Section 4.4(a). (b) On the Series 2005-2 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 2005-2 that has resulted in the acceleration of the Series 2005-2 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 2005-2 Noteholders to fund any shortfalls in amounts owed to the Series 2005-2 Noteholders. (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all deposits to and withdrawals from the Reserve Account with respect to any Transfer Date, the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than exceeds the Required Reserve Amount for such Payment DateAccount Amount, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant Issuer shall withdraw an amount equal to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount excess from the Reserve Account and apply it as Available Funds for distribute such amount to the Transferor on the related Payment Date; provided that. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 4.10(a) and making any payments to the Series 2005-2 Noteholders required pursuant to this Indenture, all amounts withdrawn from then remaining in the Reserve Account shall only be used in released to the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerIssuer. (ce) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based The Reserve Account will terminate on the information contained in earliest to occur of (i) the Servicer’s Certificate delivered date on which the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment Note Principal Balance has been paid in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution payable to the Certificateholders, Series 2005-2 Noteholders have been paid in accordance with full; (ii) the instructions Series 2005-2 Final Maturity Date; and (iii) the termination of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds in the Reserve Account to the DepositorIssuer.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, the Reserve Account Initial Deposit into the Reserve Account. (b) If the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Total Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (GE) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based any amount remaining on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds deposit in the Reserve Account shall be distributed to the DepositorCertificateholders. Statements to Noteholders and Certificateholders . On each Payment Determination Date, the Servicer shall provide to the Indenture Trustee (with a copy to the Rating Agencies and the Swap Counterparty) for the Indenture Trustee to forward to The Depository Trust Company (which shall supply such statement to Noteholders in accordance with its procedures), a statement substantially in the form of Exhibit B, setting forth at least the following information as to the Notes, to the extent applicable: (a) the amount of such distribution allocable to principal allocable to each Class of Notes; (b) the amount of such distribution allocable to interest allocable to each Class of Notes; (c) the Outstanding Amount of each Class of Notes and the Note Pool Factor for each such Class as of the close of business on the last day of the preceding Collection Period; (d) the amount of the Servicing Fee paid to the Servicer with respect to the related Collection Period, the amount of any unpaid Servicing Fee and the change in such amount from the prior Payment Date; (e) the balance of the Reserve Account on such Payment Determination Date after giving effect to deposits and withdrawals to be made on the immediate following Payment Date, if any; (f) the amount, if any, distributed to Noteholders and Certificateholders from amounts on deposit in the Reserve Account or from other forms of credit enhancement; (g) the Pool Balance as of the close of business on the last day of the related Collection Period, after giving effect to payments allocated to principal reported under clause (a) above; (h) the Class A Noteholders’ Interest Carryover Shortfall; (i) the Class B Noteholders’ Interest Carryover Shortfall; (j) the number of Receivables purchased by, and the aggregate Purchase Amount paid by, World Omni or the Servicer with respect to the related Collection Period; (k) delinquency information relating to the Receivables which are more than 30, 60 or 90 days delinquent; (l) the aggregate amount of Receivables which have become Defaulted Receivables during the preceding Collection Period; (m) the amount, if any, distributed to the Certificateholders and the balance of the Certificates after giving effect to all distributions reported under this clause (m); (n) the Noteholders’ First Priority Principal Distributable Amount; (o) the Noteholders’ Second Priority Principal Distributable Amount; (p) the Noteholders’ Principal Distributable Amount; (q) the Overcollateralization Target Amount for the immediately following Payment Date; (r) the Negative Carry Amount, if any, and the balance, if any, of the Negative Carry Account on such date, after giving effect to deposits and withdrawals to be made on the immediately following Payment Date, if any; (s) for Payment Dates during the Funding Period, if any, the Starting Principal Balance for all Subsequent Receivables transferred to the Trust since the preceding Payment Date, the remaining Pre-Funded Amount and the Investment Earnings on amounts on deposit in the Pre-Funding Account, if any, for the related Payment Period; (t) for the Payment Date immediately following the calendar month in which the Funding Period, if any, ends, the amount of any remaining Pre-Funded Amount that has not been used to fund the purchase of Subsequent Receivables; (u) the amount of outstanding Advances on such date; (v) the number and dollar amount of Receivables at the beginning and end of the applicable Collection Period, and the weighted average coupon and weighted average remaining term of the Receivables held by the Trust; (w) delinquency and loss information for the applicable Collection Period and any material changes in determining or defining delinquencies, charge-offs and uncollectible accounts; (x) material breaches of pool asset representations and warranties or transaction covenants; (y) any material modifications, extensions or waivers relating to the terms of or fees, penalties or payments on, pool assets during the distribution period or that, cumulatively, have become material over time; (z) the Yield Supplement Overcollateralization Amount for the related Payment Date; (aa) One-Month LIBOR and the Class A-4 Interest Rate for the next Payment Date; and (bb) the Monthly Swap Payment Amount, the Senior Swap Termination Payment Amount, if any, and the Subordinate Swap Termination Payment Amount, if any. Each amount set forth on the Payment Date statement under clauses (a), (b), (h) and (i) above shall be expressed as a dollar amount per $1,000 of original principal amount of a Note. Deliveries pursuant to this Section 5.08 may be delivered by electronic mail.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf Depositor shall deposit the sum of the Depositor, $[________] into the Reserve Account Initial Deposit into from the Reserve Accountnet proceeds of the sale of the Notes. (b) If The Indenture Trustee shall use the amounts then outstanding in the Reserve Account to (i) make payments that shall become due and payable under Section 7.05(a)(i) through Section 7.05(a)(xiv) hereof and (ii) make payments, on any given Payment Date, in amounts equal to the amounts then outstanding on any Class of the Notes on the respective Maturity Date of such Class of Notes to the extent that the amount of Available Funds on such Payment Date, is not sufficient to pay such amounts in accordance with the priority of payments set forth in Section 7.05. (c) Subject to Section 7.05, the balance required to be on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Specified Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerBalance. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof)On each Deposit Date, the Indenture Trustee Trustee, as directed by the Servicer, shall distribute transfer any remaining funds in amounts required to be transferred from the Reserve Account to the Collection Account pursuant to Section 7.05(e). Prior to each Payment Date, the Indenture Trustee, as directed by the Servicer, shall transfer from the Reserve Account to the Depositor the amount specified by the Servicer in the related Monthly Servicer’s Report representing Investment Earnings on amounts held in the Reserve Account as of the related Determination Date. On each Payment Date following the payments made pursuant to Section 7.05, the Indenture Trustee, as directed by the Servicer, shall transfer to the Depositor any amount in excess of the Specified Reserve Account Balance. (e) Pursuant to Section 7.05(e), on the Payment Date following the occurrence and continuation of an Event of Default, the Indenture Trustee upon receipt of written instructions from the Servicer shall pay all amounts on deposit in the Reserve Account into the Collection Account for application toward payment on the Notes in the priority as set forth in Section 7.05. (f) Upon the satisfaction and discharge of this Indenture, any balance remaining in the Reserve Account, after all obligations to the Noteholders hereunder have been fully satisfied, shall be paid to reimburse the Indenture Trustee and the Owner Trustee for any amounts owing to them arising from the performance of their obligations under this Indenture and, then, to the Depositor. (g) The Depositor may, from time to time, borrow funds for the purpose of making additional deposits in the Reserve Account. In the event of any such deposit, amounts in excess of the Specified Reserve Account Balance shall be transferred to the Depositor in accordance with Section 7.02(d). The lender under any such borrowing arrangement shall be subordinated to the rights of the Noteholders hereunder and shall have no rights to repayment from amounts on deposit in the Reserve Account except to the extent they are distributed to the Depositor under Section 7.02(e).

Reserve Account. (a) In order to assure that certain amounts will be available to make required payments to Noteholders [and the [Swap Counterparty][Cap Provider]], the Seller will, pursuant to the Securities Account Control Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “Reserve Account”) in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to Section 5.06 and this Section 5.07. On or prior to the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Seller shall deposit an amount equal to the Reserve Account Initial Deposit into the Reserve Account. (b) If . As, and to the extent, set forth in Section 5.06(c), the Relevant Trustee will deposit Available Amounts into the Reserve Account on each Distribution Date as provided in the Servicer’s Certificate, until the amount on deposit therein equals the Specified Reserve Account Balance. On each Distribution Date, to the extent that amounts in the Collection Account and/or Available Amounts, as the case may be, are insufficient to fully fund the payments and distributions described in clauses (i) through [(vii)] of Section 5.06(c), clauses (i) through [(vii)] of Section 5.06(d), or clauses (i) through [(ix)] of Section 5.06(e), the Relevant Trustee will withdraw amounts then on deposit in the Reserve Account, up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Distribution Date, as provided in the Servicer’s Certificate, the Relevant Trustee will release to the Seller any amounts remaining on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than in excess of the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Specified Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii)Balance. In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following Upon the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or [and payment of [any Net Swap Payments and] any [Swap][Cap] Termination Payments (if any) to the Trust Agreement [Swap Counterparty][Cap Provider] under an Interest Rate [Swap][Cap] Agreement], as directed in writing by the Servicer, the Relevant Trustee will release to Noteholdersthe Seller any amounts remaining on deposit in the Reserve Account, and the final distribution all rights to the Certificateholders, Reserve Account and all other collateral registered or held therein shall revert to the Seller in accordance with the instructions of Securities Account Control Agreement. Upon any such distribution to the Servicer (based on Seller, the information contained in Issuer, the Servicer’s Certificate delivered on Owner Trustee, the related Payment Determination Date pursuant to Section 4.09 hereof)Certificateholders, the Indenture Trustee, the Noteholders[, the [Swap Counterparty][Cap Provider]] and the Relevant Trustee will have no further rights in, or claims to, such amounts. (b) All amounts held in the Reserve Account shall distribute be invested by the Relevant Trustee, as directed in writing by the Servicer, in Eligible Investments; provided that if (x) the Servicer shall have failed to give investment directions for any remaining funds on deposit in the Reserve Account to the DepositorIndenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Reserve Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Reserve Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Reserve Account shall be paid to the Seller, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (c) Subject to the right of the Relevant Trustee to make withdrawals therefrom, as directed by the Servicer, for the purposes and in the amounts set forth in Section 5.06 and 5.07(a), the Reserve Account and all funds held therein shall be the property of the Seller and not the property of the Issuer, the Owner Trustee[, the [Swap Counterparty][Cap Provider]] or the Indenture Trustee. The Issuer, the Owner Trustee, the Seller[, the [Swap Counterparty][Cap Provider]] and the Indenture Trustee will treat the Reserve Account, all funds therein and all net investment income with respect thereto as assets of the Seller for federal income tax and all other purposes. (d) The Seller hereby grants to the Owner Trustee and the Indenture Trustee for the benefit of the Noteholders [and the [Swap Counterparty][Cap Provider]] a security interest in the Reserve Account and all funds (including Eligible Investments) in the Reserve Account (including the Reserve Account Initial Deposit) and the proceeds thereof to secure the payment of interest on and principal of the Notes [and [any Net Swap Payments and] any [Swap][Cap] Termination Payments to the [Swap Counterparty][Cap Provider] under the Interest Rate [Swap][Cap] Agreement], and the Owner Trustee and the Indenture Trustee shall have all of the rights of a secured party under the UCC with respect thereto; provided that all income from the investment of funds in the Reserve Account, and the right to receive such income are retained by the Seller and are not transferred, assigned or otherwise conveyed hereunder. If for any reason the Reserve Account is no longer an Eligible Deposit Account, the Relevant Trustee shall promptly cause the Reserve Account to be moved to another institution or otherwise changed so that the Reserve Account becomes an Eligible Deposit Account. (e) Neither the Owner Trustee nor the Indenture Trustee shall enter into any subordination or intercreditor agreement with respect to the Reserve Account.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the DepositorSeller, the Reserve Account Initial Deposit into the Reserve Account. (b) If the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits into the Note Distribution Account required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (GC) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount into the Note Distribution Account; provided that such amount shall be applied according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c8.2(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based any amount remaining on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds deposit in the Reserve Account shall be distributed to the DepositorCertificateholders.

Reserve Account. (a) On or prior to the Closing Date, Date the Indenture Trustee will deposit, on behalf of the Depositor, Issuer shall cause to have deposited an amount equal to the Reserve Account Initial Deposit into the Reserve AccountAccount from the net proceeds of the sale of the Securities. The Reserve Account shall be an asset of the Issuer. (b) If On each 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 4.09) to withdraw the Reserve Account Withdrawal Amount, if any, and the Reserve Account Release Amount, if any, from the Reserve Account and deposit such Reserve Account Withdrawal Amount and such Reserve Account Release Amount into the Collection Account for distribution in the order of priority set forth in Section 5.06(b) no later than 12:00 noon, New York City time, on the Business Day prior to the related Distribution Date. (c) In the event that, on any Distribution Date, the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater shall be less than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided thatRequired Amount, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make Distribution Amount remaining after the full amount payment of the payments and deposits required pursuant to Sections 5.06(ii)(Aamounts set forth in Section 5.06(b)(i) through (vii), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant up to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, shall be deposited by the Indenture Trustee to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Serviceron such Distribution Date. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of all of the Outstanding Amount of the Notes and of the Class C Certificate Balance until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and the Class C Certificate Balance and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, Noteholders and the final distribution to the Certificateholders, in accordance with the instructions termination of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant Trust, any amount then allocated to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds in the Reserve Account shall be paid to the DepositorHuntington.

Reserve Account. (a) On or prior to the Closing Date, the Indenture Trustee will deposit, on behalf shall establish the Reserve Account in the name of the DepositorTrustee for the benefit of the Noteholders and the Issuer, and shall deposit the Reserve Account Initial Deposit into in the Reserve Account. The Reserve Account shall be an Eligible Account. (b) If On each Payment Date, the amount on deposit in Trustee shall transfer to the Reserve Account from the Collection Account such amounts as shall be required by Section 8.03(viii). (c) If on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than , the Required Reserve Amount Available Pledged Revenues for such Payment Date, together with amounts to be withdrawn from the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date Residual Account pursuant to Section 4.09 hereof8.06(b), are insufficient to permit on such Payment Date all distributions required by Section 8.03 (iv) through (vii) (such shortfall, a "Remaining Available Funds Shortfall"), then the Trustee shall instruct the Indenture Trustee in writing to withdraw such amount transfer from the Reserve Account and apply it as Available Funds for such Payment Date; provided thatto the Collection Account, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent lesser of funds available therein, and pay or deposit such amount according to (i) the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) Remaining Available Funds Shortfall and (dii) of the Indenture. Amounts withdrawn from the Available Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerAmount. (d) Subject If any Payment Date the Available Reserve Amount, after giving effect to Section 9.01, amounts will continue any withdrawals to be applied made pursuant to Section 5.06 following payment in full of 8.07(c), exceeds the Outstanding Amount of Required Reserve Amount, the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution Trustee shall release such excess to the CertificateholdersIssuer. (e) Upon termination of this Indenture, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any balance remaining funds in the Reserve Account Account, after all obligations to the DepositorNoteholders hereunder have been fully satisfied, shall be applied to reimburse the Trustee for any amounts owing to it arising from the performance of its obligations under this Indenture and, then, to the Issuer.

Reserve Account. (a) On the Closing Date, the Indenture Owner Trustee will deposit, on behalf of the DepositorSeller, the Reserve Account Initial Deposit into the Deposit Account from the net proceeds of the sale of the Notes which amount shall be allocated to the Reserve Account. (b) If the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (ci) In the event that the Total Available Funds for a Payment Date are not sufficient to make Distribution Amount (after the full amount payment of the payments amounts specified in Section 5.05(a)(i) and deposits required pursuant to Sections 5.06(ii)(Ain clauses (A), (B), (C), (D), (E), (F) and (GC) of Section 5.05(a)(ii)) with respect to any Collection Period is less than the accrued and unpaid interest on such the Senior Notes on a Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfalldeficiency, to the extent of funds available therein, and pay or deposit allocate such amount according for distribution to the priorities set forth in Section 5.06(ii). Noteholders of Senior Notes. (ii) In additionthe event that the amount allocated for distribution to the Noteholders pursuant to Sections 5.05(a)(ii)(E) and (G) is insufficient to make payments of principal on [(A) the Class [A-1] Notes so that the Outstanding Amount of the Class [A-1] Notes equals zero on the Class [A-1] Final Scheduled Payment Date; or (B) the Class [A-2] Notes so that the Outstanding Amount of the Class [A-2] Notes equals zero on the Class [A-2] Final Scheduled Payment Date], amounts will be withdrawn the Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account as provided on such Class Final Scheduled Payment Date an amount equal to such deficiency, to the extent of funds available therein, and allocate such amount for distribution to the related Noteholders in Section 8.02(caccordance with this Agreement and the Indenture. (iii) and (d) In the event that the Outstanding Amount of the Indenture. Amounts withdrawn Senior Notes exceeds the Related Pool Balance, the Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account shall only be used in on the manner permitted under §246.4(b)(3) related Payment Date an amount equal to such excess, to the extent of Regulation RRfunds available therein, as determined solely by and allocate such amount for distribution to the ServicerHolders of the Senior Notes. (dc) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 5.05(a) following payment in full of the Outstanding Amount of the Senior Notes until the Pool Balance is reduced to zero. [Following the payment in full of the aggregate Outstanding Amount of the Senior Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions Holders of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant Senior Notes, any amount then allocated to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds in the Reserve Account shall be distributed to Holders of the DepositorClass B Notes.]

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. (b) If In the event that (i) the Primary Servicing Fee for any Monthly Distribution Date or Quarterly Payment Date exceeds the amount distributed to the Master Servicer pursuant to Section 2.7(b) and Section 2.8(a)(i) hereof on such Monthly Distribution Date or Quarterly Payment Date or (ii) the Administration Fee for any Monthly Distribution Date or Quarterly Payment Date exceeds the amount distributed to the Administrator pursuant to Section 2.7(b) and Section 2.8(a)(ii) hereof on such Monthly Distribution Date or Quarterly Payment Date, the Administrator shall instruct the Paying Agent in writing to withdraw from the Reserve Account on such Monthly Distribution Date or Quarterly Payment Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Master Servicer or the Administrator, as applicable; provided, however, that, except as provided in Section 2.9(g) below, amounts on deposit in the Reserve Account on will not be available to cover any Payment Date (after giving effect unpaid Carryover Servicing Fees to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Master Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient insufficient to make the full amount of payments described under Sections 2.8(a)(i) through 2.8(a)(iv) hereof on any Quarterly Payment Date (after giving effect to required distributions and/or allocations from the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date Capitalized Interest Account pursuant to Section 4.09 2.10(b)(i) hereof), the Administrator shall instruct the Indenture Trustee Paying Agent in writing to withdraw from the Reserve Account and deposit into the Collection Account on such the Business Day prior to each Quarterly Payment Date an amount equal to such shortfalldeficiency, to the extent of funds available thereintherein after giving effect to clause (b) above, and pay or deposit to distribute such amount according to amounts in the priorities same order and priority as is set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(cSections 2.8(a)(i) and (dthrough 2.8(a)(iv) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicerhereof. (d) Subject In the event that the Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to Section 9.01, amounts will continue any class of Class A Notes exceeds the amount distributed to be applied such Class A Noteholders pursuant to Section 5.06 2.8(a)(v) hereof on such date, the Administrator shall instruct the Paying Agent in writing to withdraw from the Reserve Account and deposit into the Collection Account on the Business Day prior to such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to clauses (b) and (c) above, and to distribute such amount to the Class A Noteholders entitled thereto, in the same order and priority as is set forth in Section 2.8(a)(v) hereof. (e) In the event that the Class B Noteholders’ Principal Distribution Amount on the Class B Maturity Date exceeds the amount distributed to the Class B Noteholders pursuant to Section 2.8(a)(vi) hereof on such date, the Administrator shall instruct the Paying Agent in writing to withdraw from the Reserve Account and deposit into the Collection Account on the Business Day prior to the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to clauses (b) through (d) above, and to distribute such amount to the Class B Noteholders entitled thereto. (f) After giving effect to Section 2.8(a)(i) through (a)(iv) hereof, if the amount on deposit in the Reserve Account on any Quarterly Payment Date (after giving effect to all deposits or withdrawals therefrom on such Quarterly Payment Date other than pursuant to this Section 2.9(f)) is greater than the Specified Reserve Account Balance for such Quarterly Payment Date, the Administrator shall instruct the Paying Agent in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account on such Quarterly Payment Date. (g) On the final Quarterly Payment Date, upon termination of the Issuer and following the payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees) owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution Master Servicer or the Administrator, as applicable, to the Certificateholdersextent that Available Funds on such date are insufficient to pay the Carryover Servicing Fees, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof)if any, the Indenture Trustee shall distribute any amounts remaining funds in the Reserve Account shall be used to pay any such Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account after the payment of such Carryover Servicing Fees has been made shall be distributed to the DepositorCertificateholders. The Certificateholders shall in no event be required to refund any amounts properly distributed pursuant to this Section 2.9(g). (h) Anything in this Section 2.9 to the contrary notwithstanding, if the amount in the Reserve Account on any Quarterly Payment Date (after giving effect to all deposits or withdrawals therefrom on such Quarterly Payment Date other than pursuant to this Section 2.9(h)) is sufficient to pay the remaining principal amount of and interest accrued on the Notes, such amount will be so applied on such Quarterly Payment Date and the Administrator shall instruct the Paying Agent in writing to make such payments. Any amount remaining on deposit in the Reserve Account after such payments have been made shall be distributed to the Certificateholders. The Certificateholders shall in no event be required to refund any amounts properly distributed pursuant to this Section 2.9(h).

Reserve Account. (a) On the Closing each Transfer Date, if the Indenture Trustee will depositaggregate amount of Available Non-Principal Collections is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a), on behalf of the Depositor, Issuer shall withdraw from the Reserve Account Initial Deposit into the amount of such deficiency up to the Available Reserve AccountAccount Amount and shall apply such amount in accordance with such clauses of Section 4.4(a). (b) On the Series 2006-2 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 2006-2 that has resulted in the acceleration of the Series 2006-2 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 2006-2 Noteholders to fund any shortfalls in amounts owed to the Series 2006-2 Noteholders. (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all deposits to and withdrawals from the Reserve Account with respect to any Transfer Date, the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than exceeds the Required Reserve Amount for such Payment DateAccount Amount, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will excess shall be withdrawn from the Reserve Account as provided in and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 8.02(c4.10(a) or Section 4.10(b) and (d) of making any payments to the Indenture. Amounts withdrawn from Series 2006-2 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall only be used in released to the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerIssuer. (de) Subject The Reserve Account will terminate on the earliest to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment occur of (i) the date on which the Note Principal Balance has been paid in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing payable to the Series 2006-2 Noteholders have been paid in full; (ii) the Series 2006-2 Final Maturity Date; and (iii) the termination of the Issuer. (f) On the Closing Date, the Issuer or the Transferor will deposit or cause to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds deposited in the Reserve Account an amount equal to the DepositorRequired Reserve Account Amount (determined after giving effect to the issuance of Series 2006-2 Notes on the Closing Date).

Reserve Account. Disbursements from the Series 1998-1 Reserve Account shall be made, to the extent funds therefor are available, only as follows: (ai) On in the Closing event that the amount in the Series 1998-1 Collection Account at 1:00 p.m., Chicago time, on the Determination Date immediately preceding any Payment Date (other than amounts representing payments of Receivables due after the related Calculation Date immediately preceding such Payment Date) is less than the sum of the amounts required to be transferred to the Series 1998-1 Distribution Account on the related Remittance Date for distribution pursuant to clauses (i) through (v) of Section 5.01 hereof, the Indenture Trustee will depositshall, in accordance with the Series 1998-1 Monthly Servicer's Report, withdraw funds from the Series 1998-1 Reserve Account on or prior to 4:00 p.m., Chicago time, on behalf of the Depositor, Business Day immediately preceding such Payment Date to the Reserve Account Initial Deposit extent necessary to make such payments on such Payment Date and deposit such funds into the Reserve Series 1998-1 Distribution Account.; (bii) If the amount on deposit subject to subparagraphs (iii), (iv) and (v) of this Section 5.02 and Section 5.01, in the Reserve Account event that on any Payment Date the balance in the Series 1998-1 Reserve Account equals an amount greater than the Reserve Account Required Balance (after giving effect to the distributions listed in Section 5.01(i) through (v) hereof on such Payment Date in accordance with the Series 1998-1 Monthly Servicer's Report), the Trustee shall withdraw funds in the Series 1998-1 Reserve Account in such amount so that the remaining amount in the Series 1998-1 Reserve Account after such withdrawal will equal the Reserve Account Required Balance, and the Trustee shall deposit such withdrawn funds into the Distribution Account for distribution in accordance with Section 5.01 hereof; (iii) in the event that on any Payment Date a Trigger Event has occurred and is continuing with respect to the Series 1998-1 Notes, the Trustee shall, but only at the direction of Holders of not less than 66-2/3% in principal amount of the Controlling Class of the Series 1998-1 Notes Outstanding, withdraw all deposits thereto funds from the Series 1998-1 Reserve Account (or withdrawals therefrom any such lesser amount of such funds as such Holders may direct) and deposit such funds into the Series 1998-1 Distribution Account for disbursement in accordance with the provisions of Section 5.01 hereof; (iv) subject to subparagraph (iii) of this Section 5.02, in the event that on any Payment Date a Trigger Event has occurred and is continuing with respect to the Series 1998-1 Notes at a time when the amount in the Series 1998-1 Reserve Account is greater than the Reserve Account Standard Balance, the Trustee shall withdraw funds from the Series 1998-1 Reserve Account and deposit such funds into the Series 1998-1 Distribution Account for disbursement in accordance with the provisions of Section 5.01 hereof to the extent necessary so that after such withdrawal the amount in the Series 1998-1 Reserve Account equals the Reserve Account Standard Balance; (v) in the event that a Cash Accumulation Event occurs with respect to the Series 1998-1 Notes and is subsequently cured, the Trustee shall withdraw the amount that is in the Series 1998-1 Reserve Account that is greater than the Reserve Account Required Balance (after giving effect to the distributions listed in clauses (i) through (v) of Section 5.01 on such Payment Date) is greater than the Required Reserve Amount for and distribute such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date amount pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3clauses (viii) through (xv) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders5.01, in accordance with the instructions of the Servicer Series 1998-1 Monthly Servicer's Report; and (based vi) on the information contained Final Payment Date, to the extent any funds remain in the Servicer’s Certificate delivered on the related Payment Determination Date Series 1998-1 Reserve Account after distributions pursuant to clauses (i) through (v) of Section 4.09 5.01, such remaining amounts shall be used to pay the amounts set forth in clauses (viii) through (xv) of Section 5.01 hereof), the Indenture Trustee shall distribute any remaining funds in the Reserve Account to the Depositor.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Seller shall deposit the Reserve Account Initial Deposit into the Reserve Account. The Servicer shall determine the Specified Reserve Account Balance for each Payment Date. (bi) If the amount on deposit in the Reserve Account on any each Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment DateDate pursuant to Section 5.04 and Section 5.05(c)) is greater than the Required Specified Reserve Amount Account Balance for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee to distribute such excess in writing to withdraw such amount from the Reserve Account to the Seller. (i) on the date on which all interest on and apply it as Available Funds for such Payment Date; provided thatprincipal of the Notes have been paid in full, amounts withdrawn from the Servicer shall instruct the Indenture Trustee to distribute the Reserve Account balance to the Seller. (ii) Amounts properly distributed to the Seller pursuant to this Section 5.05(b) shall only be used deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller shall in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicerno event thereafter be required to refund any such distributed amounts. (c) In the event that the Total Available Funds Noteholders’ Distributable Amount for a Payment Date are not sufficient to make exceeds the full amount of deposited into the payments and deposits required Note Distribution Account pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (FSection 5.04(b)(iii) and (Giv) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfallDate, to the extent of funds available therein, an amount equal to such excess and pay or deposit such amount according to into the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerNote Distribution Account. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds in the Reserve Account to the Depositor.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Transferor shall deposit the Reserve Account Initial Deposit into the Reserve Account. The Servicer shall determine the Specified Reserve Account Balance for each Distribution Date. (b) If the amount on deposit in the Reserve Account on any Payment Distribution Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Distribution Date) is greater than the Required Specified Reserve Amount Account Balance for such Payment Distribution Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee to distribute the amount of such excess to the Transferor; provided, however, that if, after giving effect to all payments made on the Notes on such Distribution Date, the Pool Balance as of the end of the preceding Collection Period is less than the sum of the outstanding principal balance the Notes, such excess amount shall not be distributed to the Transferor and shall be retained in writing to withdraw such amount from the Reserve Account available for application in accordance with Sections 5.05(c) and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn (d). Amounts properly distributed to the Transferor pursuant to this Section 5.05(b) shall be deemed released from the Reserve Account Trust and the security interest therein granted to the Indenture Trustee, and the Transferor shall only in no event thereafter be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicerrequired to refund any such distributed amounts. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount sum of the payments distributions and deposits required to be made pursuant to Sections 5.06(ii)(ASection 5.04(b)(i)(A), (BSection 5.04(b)(i)(B), (C)Section 5.04(b)(i)(C) and, (D)on any Distribution Date with respect to the Revolving Period, (E), (FSection 5.04(b)(i)(E) and (G) with respect to any Distribution Date exceeds the Available Interest Amount distributed in respect thereof on such Payment Distribution Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to shall withdraw from the Reserve Account on such Payment Date an amount equal Distribution Date, upon receipt of the instruction from the Servicer pursuant to such shortfallSection 5.04(b), to the extent of funds available therein, an amount equal to such excess, and the Indenture Trustee shall pay or deposit the applicable portion of such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from Servicer and the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RRAdministrator, as determined solely by applicable, deposit the Servicerapplicable portion of such amount into the Note Distribution Account and deposit the applicable portion of such amount into the Principal Funding Account. (d) Subject to Section 9.01, amounts will continue to be applied In the event that the Class A Noteholders' Principal Distributable Amount for a Distribution Date exceeds the amount deposited in the Note Distribution Account pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based 5.04(b)(ii)(A) on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof)such Distribution Date, the Indenture Trustee shall distribute any remaining withdraw on such Distribution Date from the Reserve Account, upon receipt of the instruction of the Servicer pursuant to Section 5.04(b), to the extent of funds available therein after giving effect to paragraph (c) above, an amount equal to such excess, and the Indenture Trustee shall deposit such amount into the Note Distribution Account pursuant to the terms of the Indenture. (e) Notwithstanding anything in this Section 5.05 to the contrary, if an Event of Default under the Indenture occurs and the maturities of the Notes are accelerated pursuant to Section 5.02 of the Indenture, amounts on deposit in the Reserve Account to shall be applied by the DepositorIndenture Trustee in accordance with Section 5.04(a) of the Indenture.

Reserve Account. (a) On or prior to the Closing Date, the Indenture Trustee will deposit, on behalf shall establish the Reserve Account in the name of the DepositorTrustee for the benefit of the Noteholders and the Issuer, and shall deposit the Reserve Account Initial Deposit into in the Reserve Account. The Reserve Account shall be an Eligible Account. (b) If On each Payment Date, the amount on deposit in Trustee shall transfer to the Reserve Account from the Collection Account such amounts as shall be required by Section 8.03(v). (c) If on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than , the Required Reserve Amount Available Pledged Revenues for such Payment Date, together with amounts to be withdrawn from the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date Residual Account pursuant to Section 4.09 hereof8.06(b), are insufficient to permit on such Payment Date all distributions required by Section 8.03 (i) through (iv) (such shortfall, a "Remaining Available Funds Shortfall"), then the Trustee shall instruct the Indenture Trustee in writing to withdraw such amount transfer from the Reserve Account and apply it as Available Funds for such Payment Date; provided thatto the Collection Account, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent lesser of funds available therein, and pay or deposit such amount according to (i) the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) Remaining Available Funds Shortfall and (dii) of the Indenture. Amounts withdrawn from the Available Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerAmount. (d) Subject If any Payment Date the Available Reserve Amount, after giving effect to Section 9.01, amounts will continue any withdrawals to be applied made pursuant to Section 5.06 following payment in full of 8.07(c), exceeds the Outstanding Amount of Required Reserve Amount, the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution Trustee shall release such excess to the CertificateholdersIssuer. (e) Upon termination of this Indenture, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any balance remaining funds in the Reserve Account Account, after all obligations to the DepositorNoteholders hereunder have been fully satisfied, shall be applied to reimburse the Trustee for any amounts owing to it arising from the performance of its obligations under this Indenture and, then, to the Issuer.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Seller shall deposit the Reserve Account Initial Deposit into the Reserve Account. The Servicer shall determine the Specified Reserve Account Balance for each Payment Date. (bi) If the amount on deposit in the Reserve Account on any each Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment DateDate pursuant to Section 5.04 and Section 5.05(c)) is greater than the Required Specified Reserve Amount Account Balance for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee to distribute such excess in writing to withdraw such amount from the Reserve Account to the Seller. (ii) On the date on which all interest on and apply it as Available Funds for such Payment Date; provided thatprincipal of the Notes have been paid in full, amounts withdrawn from the Servicer shall instruct the Indenture Trustee to distribute the Reserve Account balance to the Seller. (iii) Amounts properly distributed to the Seller pursuant to this Section 5.05(b) shall only be used deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller shall in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicerno event thereafter be required to refund any such distributed amounts. (c) In the event that the Total Available Funds Noteholders' Distributable Amount for a Payment Date are not sufficient to make exceeds the full amount of deposited into the payments and deposits required Note Distribution Account pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (FSection 5.04(b)(iii) and (Giv) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfallDate, to the extent of funds available therein, an amount equal to such excess and pay or deposit such amount according to into the priorities set forth in Section 5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture. Amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerNote Distribution Account. (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds in the Reserve Account to the Depositor.

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Seller shall deposit the Reserve Account Initial Deposit into the Reserve Account. (b) If the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (ci) In the event that the Total Available Funds Servicing Fee for a any Monthly Servicing Payment Date are not sufficient or Distribution Date exceeds the amount distributed to make the full amount of the payments and deposits required Servicer pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F5.05(b) and (G5.05(c) on such Monthly Servicing Payment Date or Distribution Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Administrator shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such shortfallexcess, to the extent of funds available therein, and pay or deposit to distribute such amount according to the priorities Servicers; PROVIDED, HOWEVER, that, amounts on deposit in the Reserve Account will not be available to cover any unpaid Excess Servicing Fees to the Servicers. (ii) In the event that the Administration Fee for any Distribution Date exceeds the amount distributed to the Administrator pursuant to Section 5.05(c)(ii) on such Distribution Date, the Administrator shall instruct the Indenture Trustee to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph (b)(i) above, and to distribute such amount to the Administrator. (iii) [Reserved] (iv) [Reserved] (v) In the event that the Noteholders' Interest Distribution Amount for a Distribution Date exceeds the amount distributed to the holders of Notes pursuant to Section 5.05(c)(iii) on such Distribution Date, the Administrator shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph (b)(i) and (b)(ii) above, and to distribute such amount to the holders of Notes entitled thereto, in the same order and priority as is set forth in Section 5.06(ii5.05(c)(iii). In addition; PROVIDED, HOWEVER, that, amounts on deposit in the Reserve Account will not be withdrawn available to cover any unpaid Noteholders' Interest Index Carryover. (vi) In the event that (A) the Certificateholders' Interest Distribution Amount for a Distribution Date exceeds the amount distributed to holders of Certificates pursuant to Section 5.05(c)(iv) on such Distribution Date and (B) the Note Collateralization Amount is equal to or greater than the outstanding principal balance of the Notes (after giving effect to distributions on the Notes on such Distribution Date, the Administrator shall instruct the Indenture Trustee on such Distribution Date to withdraw from the Reserve Account as provided on such Distribution Date an amount equal to the excess described in Section 8.02(cclause (A) above, to the extent of funds available therein after giving effect to paragraphs (b)(i), (b)(ii) and (db)(v) above, and to distribute such amount to the holders of Certificates entitled thereto, in the same order and priority as is set forth in Section 5.05(c)(iv); PROVIDED, HOWEVER, that amounts on deposit in the Reserve Account will not be available to cover any unpaid Certificateholders' Interest Index Carryover. (vii) In the event that on the Final Maturity Date for the Class A-1 Notes, the outstanding principal balance of the Indenture. Amounts withdrawn Class A-1 Notes (prior to giving effect to any distribution of principal thereon on such date) exceeds the amount of principal distributed to the holders of the Class A-1 Notes on such date pursuant to Section 5.05(c)(vi), the Administrator shall instruct the Indenture Trustee on such date to withdraw from the Reserve Account shall only be used on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(i), (b)(ii), (b)(v) and (b)(vi) above, and to distribute such amount to the holders of the Class A-1 Notes, in the manner permitted under §246.4(b)(3same order and priority as is set forth in Section 5.05(c)(vi). (viii) In the event that on the Final Maturity Date for the Class A-2 Notes the outstanding principal balance of Regulation RRthe Class A-2 Notes (prior to giving effect to any distribution of principal thereon on such date), exceeds the amount of principal distributed to the holders of the Class A-2 Notes on such date pursuant to Section 5.05(c)(vi), the Administrator shall instruct the Indenture Trustee on such date to withdraw from the Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(i), (b)(ii), (b)(v), (b)(vi) and (b)(vii) above, and to distribute such amount to the holders of the Class A-2 Notes, in the same order and priority as determined solely by set forth in Section 5.05 (c)(vi). (ix) In the Servicerevent that on the Final Maturity Date for the Certificates the Certificateholders' Principal Distribution Amount exceeds the amount distributed to the holders of the Certificates pursuant to Section 5.05(c)(vii), the Administrator shall instruct the Indenture Trustee on such date to withdraw from the Reserve Account on such date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs (b)(i), (b)(ii), (b)(vi), (b)(vii) and (b)(viii) above, and to distribute such amount to the holders of Certificates entitled thereto, in the same order and priority as is set forth in Section 5.05 (c)(vii). (c) [Reserved] (d) Subject If the amount on deposit in the Reserve Account on any Distribution Date (without giving effect to Section 9.01all deposits or withdrawals therefrom on such Distribution Date) is greater than the Specified Reserve Account Balance for such Distribution Date, amounts will continue the Administrator shall instruct the Indenture Trustee to be applied pursuant to Section 5.06 following payment in full deposit the amount of such excess into the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Collection Account for distribution on such Distribution Date. (e) Following the payment in full of the aggregate Outstanding Amount outstanding principal balance of the Notes and the Certificate Balance and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to holders of Notes and Certificates, the Servicer or the Administrator (including any Excess Servicing Fees, Noteholders, ' Interest Index Carryover and Certificateholders' Interest Index Carryover) and the final distribution to the Certificateholders, in accordance with the instructions termination of the Servicer (based Trust, any amount remaining on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds deposit in the Reserve Account shall be distributed to the DepositorSeller. The Seller shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.06(e).

Reserve Account. (a) On the Closing each Transfer Date, if the Indenture Trustee will depositaggregate amount of Available Non-Principal Collections is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a), on behalf of the Depositor, Issuer shall withdraw from the Reserve Account Initial Deposit into the amount of such deficiency up to the Available Reserve AccountAccount Amount and shall apply such amount in accordance with such clauses of Section 4.4(a). (b) On the Series 2007-1 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 2007-1 that has resulted in the acceleration of the Series 2007-1 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 2007-1 Noteholders to fund any shortfalls in amounts owed to the Series 2007-1 Noteholders. (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all deposits to and withdrawals from the Reserve Account with respect to any Transfer Date, the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than exceeds the Required Reserve Amount for such Payment DateAccount Amount, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account and apply it as Available Funds for such Payment Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (c) In the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F) and (G) on such Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section 5.06(ii). In addition, amounts will excess shall be withdrawn from the Reserve Account as provided in and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 8.02(c4.10(a) or Section 4.10(b) and (d) of making any payments to the Indenture. Amounts withdrawn from Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall only be used in released to the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the ServicerIssuer. (de) Subject The Reserve Account will terminate on the earliest to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment occur of (i) the date on which the Note Principal Balance has been paid in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing payable to the Series 2007-1 Noteholders have been paid in full; (ii) the Series 2007-1 Final Maturity Date; and (iii) the termination of the Issuer. (f) On the Closing Date, the Issuer or the Transferor will deposit or cause to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof), the Indenture Trustee shall distribute any remaining funds deposited in the Reserve Account an amount equal to the DepositorRequired Reserve Account Amount (determined after giving effect to the issuance of Series 2007-1 Notes on the Closing Date).

Reserve Account. (a) On the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, Trust shall deposit the Reserve Account Initial Deposit into the Reserve Account. (b) If the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Required Reserve Amount for such Payment . On each Determination Date, the Servicer, based on Administrator shall calculate all amounts required to determine the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant amounts to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount be withdrawn from the Reserve Account and apply it as Available Funds for such the amounts to be distributed therefrom on the related Monthly Servicing Payment Date or Distribution Date; provided that, amounts withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer. (cb) In the event that the Total Available Funds Servicing Fee for a any Monthly Servicing Payment Date are not sufficient or Distribution Date exceeds the amount distributed to make the full amount of the payments and deposits required Master Servicer pursuant to Sections 5.06(ii)(A), (B), (C), (D), (E), (F4.05(b) and (G4.05(c)(i) on such Monthly Servicing Payment Date or Distribution Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, Administrator shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such shortfallexcess, to the extent of funds available therein, and pay or deposit shall instruct the Indenture Trustee (based on the information contained in the Administrator's Certificate and the related Master Servicer's Report delivered pursuant to Section 3.08(a) and (b)) to distribute such amount according to the priorities Master Servicer; provided, however, that, except as provided in Sections 4.06(d)(A) and 4.06(e), amounts on deposit in the Reserve Account will not be available to cover any unpaid Excess Servicing Fees to the Master Servicer. (c) On each Distribution Date, the Administrator shall instruct the Indenture Trustee (based on the information contained in the Administrator's Certificate and the related Master Servicer's Report delivered pursuant to Section 3.08(a) and (c)) to make the following deposits and distributions to the Persons or to the account specified below by 11:00 a.m. (New York time), to the extent of the amount of funds available in the Reserve Account, in the following order of priority, and the Indenture Trustee shall comply with such instructions: (i) to the Administrator, in the event that the Administration Fee for any Distribution Date exceeds the amount distributed to the Administrator pursuant to Section 4.05(c)(ii) on such Distribution Date, the Administrator shall instruct the Indenture Trustee to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph (b) above; (ii) to the Noteholders entitled thereto, in the event that the Noteholders' Interest Distribution Amount for a Distribution Date exceeds the amount distributed to Noteholders pursuant to Section 4.05(c)(iii) on such Distribution Date, the Administrator shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs (b) and (c)(i) above, in the same order and priority as is set forth in Section 5.06(ii4.05(c)(iii). In addition; and (iii) to the Eligible Lender Trustee for distribution to the Certificateholders entitled thereto, amounts will be withdrawn in the event that the Certificateholders' Interest Distribution Amount for a Distribution Date exceeds the amount distributed to Certificateholders pursuant to Section 4.05(c)(iv) on such Distribution Date, the Administrator shall instruct the Indenture Trustee on such Distribution Date to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs (b) and (c)(i) through (ii) above, in the same order and priority as provided is set forth in Section 8.02(c4.05(c)(iv). (i) On the Class A-1 Final Maturity Date, the Class A-2 Final Maturity Date and the Certificate Final Payment Date with respect to the Class A-1 Notes, Class A-2 Notes and Certificates, respectively, the Administrator shall instruct the Indenture Trustee (based on the information contained in the Administrator's Certificate and the related Master Servicer's Report delivered pursuant to Section 3.08(a) and (c)) to distribute the amount on deposit in the Reserve Account (after taking into account any deposits therein pursuant to Section 4.05(c)(viii) and (c)(xii) and any withdrawals therefrom pursuant to Section 4.06(b) and (c)) (up to the amount of cash or cash equivalents in the Reserve Account) as a payment of principal, on their respective maturity dates, first to the Noteholders until the principal amount of the Notes is paid in full and then to the Eligible Lender Trustee for distribution to the Certificateholders until the Certificate Balance is paid in full; provided, however, that the amount of such distribution shall not exceed the outstanding principal balance of the Notes or the Certificates, as applicable, after giving effect to all other payments of principal to be made on such date. (ii) In the event the Financed Student Loans are not sold pursuant to Section 8.01(b), with respect to any Distribution Date occurring on or after the Auction Distribution Date, if the amount on deposit in the Reserve Account (after taking into account any deposits therein pursuant to Section 4.05(c)(viii) and (c)(xii) and any withdrawals therefrom pursuant to Section 4.06(b) and (c)) is greater than the Specified Reserve Account Balance for such Distribution Date, then the Administrator shall instruct the Indenture Trustee (based on the information contained in the Administrator's Certificate and the related Master Servicer's Report delivered pursuant to Section 3.08(a) and (c)) to distribute such excess (up to the amount of cash or cash equivalents in the Reserve Account) as an accelerated payment of principal first to the Noteholders until the principal amount of the Notes is paid in full and then to the Eligible Lender Trustee for distribution to the Certificateholders until the Certificate Balance is paid in full; provided, however, that the amount of such distribution shall not exceed the outstanding principal balance of the Notes or the Certificates, as applicable, after giving effect to all other payments of principal to be made on such date. (e) After giving effect to Section 4.06(b), (c) and (d) above, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this clause (e)) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee (based on the information contained in the Administrator's Certificate and the related Master Servicer's Report delivered pursuant to Section 3.08(a) and (c)) (A) to pay to the Master Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 4.05(c)(ix) for such Distribution Date (to the extent not otherwise paid to the Master Servicer on such Distribution Date), (B) to pay to the Noteholders out of such excess an amount equal to the amount described in Section 4.05(c)(x) for such Distribution Date (to the extent not otherwise paid to the Noteholders on such Distribution Date), (C) to pay to the Eligible Lender Trustee for distribution to the Certificateholders out of such excess an amount equal to the amount described in Section 4.05(c)(xi) for such Distribution Date (to the extent not otherwise paid to the Eligible Lender Trustee for distribution to the Certificateholders on such Distribution Date) and (D) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph (e) shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller shall in no event thereafter be required to refund any such distributed amounts. (f) On any Distribution Date on which the market value of the Indenture. Amounts withdrawn from securities and cash in the Reserve Account is sufficient to pay the remaining principal amount of and accrued interest on the Notes and Certificates, and to pay any Excess Servicing Fee, Noteholders' Interest Index Carryover and Certificateholders' Interest Index Carryover, such securities in the Reserve Account shall only be used promptly liquidated by the Administrator and the proceeds thereof, together with any cash in the manner permitted under §246.4(b)(3) of Regulation RRReserve Account, as determined solely by the Servicershall be applied to pay such amounts on such Distribution Date. (dg) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount outstanding principal balance of the Notes and the Certificate Balance and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, and the final distribution to the Certificateholders, in accordance with the instructions of Master Servicer, the Servicer (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof)Administrator, the Indenture Trustee shall distribute or the Eligible Lender Trustee and the termination of the Trust (including any Excess Servicing Fees, Noteholders' Interest Index Carryover and Certificateholders' Interest Index Carryover), any amount remaining funds on deposit in the Reserve Account shall be distributed to the DepositorSeller. The Seller shall in no event be required to refund any amounts properly distributed pursuant to this Section 4.06(g).