Common use of Allocations of Interest Collections Clause in Contracts

Allocations of Interest Collections. On the Business Day immediately preceding each Payment Date, the Trustee, upon written instructions from the Servicer, will transfer all Interest Collections on deposit in the Collection Account to the Distribution Account. Such amounts will remain uninvested while deposited in the Distribution Account. On each Payment Date (other than a Payment Date following an Event of Default and acceleration of the Notes), the Trustee, based solely on the Monthly Report, will distribute Interest Collections on deposit in the Distribution Account to the following parties in the order of priority set forth below. With respect to the Notes then Outstanding, payments shall be made pro rata to the Holders of Notes based on their respective Percentage Interests. 1. pro rata, based on the amounts owed to the Trustee, the Owner Trustee, the Custodian, the Backup Servicer, and the Lockbox Bank under this clause 1, to the payment of (i) Administrative Expenses, subject to the limitations set forth in the definition thereof and (ii) indemnities then due to any such Persons; provided that the cumulative amount of Administrative Expenses and indemnities paid under this clause 1 in any rolling twelve month period shall not exceed $500,000 as of the first day of the related Collection Period; 2. pro rata, based on the amounts owed to such Persons under this clause 2, (i) to the Servicer or any Successor Servicer, to the extent not previously reimbursed, the sum of (w) Scheduled Payment Advances on such Loans, together with accrued interest thereon, (x) Servicing Advances on such Loans, together with accrued interest thereon, (y) accrued and unpaid Servicing Fees and (z) any mistaken deposits or other related amounts due on Loans that the Servicer is entitled to retain; (ii) to the Seller, any amounts that were transferred from the Lockbox Account to the Collection Account (and the Distribution Account) that are not related to interest, principal or extension fees due on the Loans; (iii) to the Backup Servicer, the Successor Servicer Engagement Fee; and (iv) to the Trustee, the Backup Servicer or any Successor Servicer, Servicing Transfer Costs; 3. to the Noteholders, the Interest Amount for the related Interest Period, if any; 4. to the payment of the amounts referred to in clauses 2 and 3 of Section 7.05(b) (in the priority stated therein), but only to the extent not paid in full thereunder and subject to the limitations set forth therein; 5. pro rata, based on the amounts owed to such Persons under this clause 5, to the payment of (i) Administrative Expenses and indemnities, to the extent not previously paid or in excess of the related cap or annual limitation, (ii) amounts owed to the Trustee, the Custodian, the Backup Servicer and the Owner Trustee for fees, expenses, indemnities and other amounts, and (iii) to the Trustee and a Successor Servicer, any Servicing Transfer Costs; and 6. any remaining amounts to the Certificateholder. To the extent that any fees of the Owner Trustee or the Trustee (in all capacities hereunder) are not paid on a Payment Date due to insufficiency of funds, such unpaid fees shall be paid on the next Payment Date on which funds are available to pay such fees in accordance with the priority of payments set forth above in this Section 7.05(a).

Allocations of Interest Collections. On the Business Day immediately preceding each Payment Date, the Trustee, upon written instructions from the Servicer, will transfer all Interest Collections on deposit in the Collection Account to the Distribution Account. Such amounts will remain uninvested while deposited in the Distribution Account. On each Payment Date (other than a Payment Date following an Event of Default and acceleration of the Notes), the Trustee, based solely on upon written instructions from the Monthly ReportServicer, will distribute Interest Collections on deposit in the Distribution Account to the following parties in the order of priority set forth below. With respect to the Notes then Outstanding, payments shall be made pro rata to the Holders of Notes based on their respective Percentage Interests. 1. pro rata, based on the amounts owed to the Trustee, the Owner Trustee, the Custodian, the Backup Servicer (including in its capacity as Successor Servicer), the Securities Intermediary, and the Lockbox Bank under this clause 1, to the payment of (i) Administrative Expenses, subject to the limitations set forth in the definition thereof and (ii) indemnities then due to any such Persons; provided that the cumulative amount of Administrative Expenses and indemnities paid under this clause 1 in any rolling twelve month period shall not exceed $500,000 as of the first day of the related Collection Period; 2. pro rata, based on the amounts owed to such Persons under this clause 2, (i) to the Servicer or any Successor Servicer, to the extent not previously reimbursed, the sum of (w) Scheduled Payment Advances on such Loans, together with accrued interest thereon, (x) Servicing Advances on such Loans, together with accrued interest thereon, (y) accrued and unpaid Servicing Fees and (z) any mistaken deposits or other related amounts due on Loans that the Servicer is entitled to retain; (ii) to the Seller, any amounts that were transferred from the Lockbox Account to the Collection Account (and the Distribution Account) that are not related to interest, principal or extension fees due on the Loans; (iii) to the Backup Servicer, the Successor Servicer Engagement Fee; and (iv) to the Trustee, the Backup Servicer or any Successor Servicer, Servicing Transfer Costs; 3. to the Noteholders, the Interest Amount for the related Interest Period, if any; 4. to the payment of the amounts referred to in clauses 2 2(A)(ii), (2)(B) and 3 of Section 7.05(b7.06(b) (in the priority stated therein), but only to the extent not paid in full thereunder and subject to the limitations set forth therein; 5. pro rata, based on the amounts owed to such Persons under this clause 5, to the payment of (i) Administrative Expenses and indemnities, to the extent not previously paid or in excess of the related cap or annual limitation, (ii) amounts owed to the Trustee, the Custodian, the Backup Servicer and the Owner Trustee for fees, expenses, indemnities fees and expenses and other amounts, and (iii) to the Trustee and a Successor Servicer, any Servicing Transfer Costs; and 6. any remaining amounts to the Certificateholder. To the extent that any fees of the Owner Trustee or the Trustee (in all capacities hereunder) are not paid on a Payment Date due to insufficiency of funds, such unpaid fees shall be paid on the next Payment Date on which funds are available to pay such fees in accordance with the priority of payments set forth above in this Section 7.05(a7.06(a).

Allocations of Interest Collections. On the Business Day immediately preceding each Payment Date, the Trustee, upon written instructions from the Servicer, will transfer all Interest Collections on deposit in the Collection Account constituting Available Funds to the Distribution Account. Such amounts will remain uninvested while deposited in the Distribution Account. On each Payment Date (other than a Payment Date following an Event of Default and acceleration of the Notes), the Trustee, based solely on upon written instructions from the Servicer (in the form of the Monthly Report), will distribute the Interest Collections on deposit in the Distribution Account to the following parties in the order of priority set forth below. With respect to the Notes then Outstanding, payments shall be made pro rata to the Holders of Notes based on their respective Percentage Interests. (i) During the Investment Period or Amortization Period. (1. ) pro rata, based on the amounts owed to the Trustee, the Owner Trustee, the Custodian, the Backup Servicer, and the Lockbox Bank under this clause 1‎(1), to the payment of (i) Administrative Expenses, subject Expenses owed to the limitations set forth respective parties, in the priority stated in the definition thereof and (ii) expenses and indemnities then due to any such Persons; provided that (a) the cumulative amount of Administrative Expenses (other than the Trustee Fee, the Backup Servicer Fee, the Successor Servicer Engagement Fee and any fees due to the Custodian and Lockbox Bank), expenses and indemnities paid to the Trustee, the Custodian, the Securities Intermediary, the Backup Servicer (including as Successor Servicer) and the Lockbox Bank under this clause 1 (1) or clause (1) of Section 7.05(a)(ii) in any rolling twelve month period calendar year shall not exceed $500,000 as 300,000 and (b) the cumulative amount of Administrative Expenses (other than the first day of Trustee Fee, the related Collection Period; 2. pro rataBackup Servicer Fee, based on the amounts owed Successor Servicer Engagement Fee and any fees due to such Persons the Custodian and Lockbox Bank ) and indemnities paid to parties other than the Trustee, the Custodian, the Securities Intermediary, the Backup Servicer and the Lockbox Bank under this clause (1) or clause (1) of Section 7.05(a)(ii) in any calendar year shall not exceed $100,000 provided further, that on the Payment Date occurring in December of each calendar year, each such party shall have the right to reimbursement from each other parties’ unused cap amount; (2, (i) to the Servicer or any Successor Servicer, to the extent not previously reimbursed, the sum of (wx) Scheduled Payment Advances on such Loans, together with accrued interest thereon, Loans and (xy) Servicing Advances on such Loans; (3) to the Servicer, together with accrued interest thereon, (y) accrued and unpaid Servicing Fees and Fees; (z4) any mistaken deposits or other related amounts due on Loans that the Servicer is entitled to retain; (iii) to the Seller, any amounts that were transferred from the Lockbox Account to the Collection Account (and the Distribution Account) that are not related to interest, principal or extension fees due on the Loans; (iii) to the Backup Successor Servicer, the Successor Servicer Engagement Fee; Fee and (ivii) to the Trustee, the Backup Servicer or any Successor Servicer, any Servicing Transfer Costs, provided that the cumulative amount of such Servicing Transfer Costs shall not exceed $125,000; 3. (5) to the Noteholders, the Interest Amount for the related Interest Period, if any; 4. (6) to the General Reserve Account, until amounts on deposit in the General Reserve Account shall equal the General Reserve Account Required Balance; (7) to the payment of the amounts referred to in clause (2) of ‎Section 7.05(b)(i) or clauses 2 (2) and 3 (3) of Section 7.05(b‎Section 7.05(b)(ii) (as applicable and in the priority stated therein), but only to the extent not paid in full thereunder and subject to the limitations set forth therein; 5. (8) pro rata, based on the amounts owed to such Persons under this clause 5‎(8), to the payment of (iamounts referred to in clauses ‎(1) Administrative Expenses and indemnities‎(2), without giving effect to any caps, but only to the extent not previously paid or in excess of the related cap or annual limitation, full thereunder; (ii) amounts owed to the Trustee, the Custodian, the Backup Servicer and the Owner Trustee for fees, expenses, indemnities and other amounts, and (iii9) to the Trustee and a Successor ServicerServicer in connection with any Permitted Distribution; (10) to the Noteholders, any Servicing Transfer Costsremaining amounts then due and payable; and 6. (11) any remaining amounts to or at the Certificateholderwritten direction of the Issuer. To the extent that any fees fees, expenses and indemnities of the Owner Trustee Trustee, Securities Intermediary, Backup Servicer, Custodian, the Successor Servicer or the Trustee (in all capacities hereunder) Lockbox Bank are not paid on a Payment Date due to insufficiency of fundsfunds or the application of a cap, such unpaid fees fees, expenses, and indemnities shall be paid on the next Payment Date on which funds are available to pay such fees in accordance with the priority of payments set forth above in this Section 7.05(a‎Section 7.05(a)(i). (ii) During the Rapid Amortization Period (1) pro rata, based on the amounts owed under this clause (1), to the payment of (i) Administrative Expenses owed to the respective parties, in the priority stated in the definition thereof and (ii) expenses and indemnities then due to any such Persons; provided that (a) the cumulative amount of Administrative Expenses (other than the Trustee Fee, the Backup Servicer Fee, the Successor Servicer Engagement Fee and any fees due to the Custodian and Lockbox Bank), expenses and indemnities paid to the Trustee, the Custodian, the Securities Intermediary, the Backup Servicer (including as Successor Servicer) and the Lockbox Bank under this clause (1) or clause (1) of Section 7.05(a)(i) in any calendar year shall not exceed $300,000 and (b) the cumulative amount of Administrative Expenses (other than the Trustee Fee, the Backup Servicer Fee, the Successor Servicer Engagement Fee and any fees due to the Custodian and Lockbox Bank ) and indemnities paid to parties other than the Trustee, the Custodian, the Securities Intermediary, the Backup Servicer and the Lockbox Bank under this clause (1) or clause (1) of Section 7.05(a)(i) in any calendar year shall not exceed $100,000 provided further, that on the Payment Date occurring in December of each calendar year, each such party shall have the right to reimbursement from each other parties’ unused cap amount; provided, further, that any such cap amounts shall not apply if the Rapid Amortization Period occurred due to an Event of Default; (2) to the Servicer, to the extent not previously reimbursed, the sum of (x) Scheduled Payment Advances on such Loans and (y) Servicing Advances on such Loans; (3) to the Servicer, accrued and unpaid Servicing Fees; (4) (i) to any Successor Servicer, the Successor Servicer Engagement Fee and (ii) to any Successor Servicer, any Servicing Transfer Costs, provided that the cumulative amount of such Servicing Transfer Costs shall not exceed $125,000; (5) to the Noteholders, the Interest Amount for the related Interest Period; (6) reserved; (7) to the Noteholders, all remaining amounts in payment of principal of the Notes until the Aggregate Outstanding Note Balance is reduced to zero; (8) pro rata, based on the amounts owed to such Persons under this clause ‎(8), to the payment of amounts referred to in clauses ‎(1) and ‎(2), without giving effect to any caps but only to the extent not paid in full thereunder; (9) to the Noteholders, any remaining amounts then due and payable; and (10) any remaining amounts to or at the written direction of the Issuer. To the extent that any fees, expenses and indemnities of the Trustee, the Backup Servicer, the Securities Intermediary, the Custodian, the Lockbox Bank, or the Successor Servicer are not paid on a Payment Date due to insufficiency of funds or the application of any cap, such unpaid fees, expenses, and indemnities shall be paid on the next Payment Date on which funds are available to pay such fees in accordance with the priority of payments set forth above in this ‎Section 7.05(a)(ii).

Allocations of Interest Collections. On the Business Day immediately preceding each Payment Date, the Trustee, upon written instructions from the Servicer, will transfer (i) all Interest Collections on deposit in the Collection Account and (ii) any amounts required to be transferred from the Reserve Account to the Distribution Account. Such amounts will remain uninvested while deposited in the Distribution Account. On each Payment Date (other than a Payment Date following an Event of Default and acceleration of the Notes), the Trustee, based solely on upon written instructions from the Monthly ReportServicer, will distribute Interest Collections on deposit in the Distribution Account to the following parties in the order of priority set forth below; provided that amounts, if any, transferred from the Reserve Account will be distributed solely with respect to items 1 through 4 below. With respect to the Notes then Outstanding, payments shall be made pro rata to the Holders of Notes based on their respective Percentage Interests. 1. pro ratafirst, based on the amounts owed to the Trustee, the Backup Servicer (including in its capacity as Successor Servicer), the Custodian, the Owner Trustee, the CustodianSplit Loan Agent (if U.S. Bank), if any, the Backup Servicer, Paying Agent and the Lockbox Bank Bank, fees, expenses and indemnities then due, in each case subject to the Administrative Expense Cap and Owner Trustee Cap and second, pro rata, based on amounts due and owing to such Persons under this clause 1, to the payment Owner Trustee, solely with respect to amounts in excess of the Owner Trustee Cap, the Trust Depositor, the Split Loan Agent, if any, the Paying Agent and the Lockbox Bank (i) Administrative Expensesin each case, if other than U.S. Bank or an affiliate thereof), any accrued and unpaid fees (other than the Servicing Fee), expenses and indemnities then due in each case subject to the limitations set forth in the definition thereof and (ii) indemnities then due to any such PersonsAdministrative Expense Cap; provided that, pursuant to this clause 1, the Trust Depositor shall only be entitled to the fees of the independent manager of the Trust Depositor and any indemnity amounts owing to the Backup Servicer as Successor Servicer shall not be subject to the Administrative Expense Cap and shall instead be paid in accordance with clause 2 below and provided further that (for the cumulative amount avoidance of Administrative Expenses doubt) on the Payment Date occurring in December of each calendar year (and on an Optional Redemption Date), any unused portion of the $100,000 allocated to the Owner Trustee will be available to be applied to other accrued and unpaid fees, expenses and indemnities paid payable under this clause 1 in any rolling twelve month period shall not exceed $500,000 as of the first day of the related Collection Period1; 2. pro rata, rata based on the amounts owed owing to such Persons under this clause 2, (i) to the Servicer or any Successor ServicerServicer (including for the avoidance of doubt the Backup Servicer in such capacity), to the extent not any previously reimbursed, the sum of (w) unreimbursed Scheduled Payment Advances on such LoansAdvances, together with accrued interest thereonthereon (calculated at a rate equal to 5.0%), (x) Servicing Advances on such LoansAdvances, together with accrued interest thereonthereon (calculated at a rate equal to 5.0%), (y) the Servicing Fee for the related calendar month payable pursuant to this Agreement for the related calendar month, any reimbursements for mistaken deposits, any accrued and unpaid fees (other than the Servicing Fees Fee), expenses and indemnities then due to the initial Servicer (zsuch expenses and indemnities in each case subject to a rolling twelve-month limit of $50,000) and any mistaken deposits or indemnities then due to the Backup Servicer in its capacity as Successor Servicer (such indemnities subject to a rolling twelve-month limit of $250,000) and other related amounts and certain other amounts due on the Loans that the Servicer is entitled to retain; (ii) to the Seller, any amounts that were transferred from deposited into the Lockbox Account to the Collection Account (and the Distribution Account) that are but not related to interest, interest or principal or extension fees due on the Loans or fees, reimbursements or indemnities payable to the Issuer in respect of the Loans; (iii) to the Backup Servicer, the Successor Servicer Engagement Fee; and (iv) to costs and expenses, if any, incurred by the Trustee, Trustee or by any Successor Servicer (including the Backup Servicer or Servicer) in connection with the transfer of servicing to any Successor Servicer, Servicing Transfer Costssubject to the Transition Expense Cap; 3. to the Noteholders, the Interest Amount for the related Interest Period, if any; 4. to , plus the payment of Interest Shortfall, if any, plus interest on any such Interest Shortfall at the amounts referred to in clauses 2 and 3 of Section 7.05(bInterest Rate for the related Interest Period(s) (in the priority stated therein), but only to the extent not paid in full thereunder and subject to the limitations set forth thereinpermitted by Applicable Law); 5. pro rata, based on the amounts owed to such Persons under this clause 5, to the payment of (i) Administrative Expenses and indemnities, to the extent not previously paid or in excess of the related cap or annual limitation, (ii) amounts owed to the Trustee, the Custodian, the Backup Servicer and the Owner Trustee for fees, expenses, indemnities and other amounts, and (iii) to the Trustee and a Successor Servicer, any Servicing Transfer Costs; and 6. any remaining amounts to the Certificateholder. To the extent that any fees of the Owner Trustee or the Trustee (in all capacities hereunder) are not paid on a Payment Date due to insufficiency of funds, such unpaid fees shall be paid on the next Payment Date on which funds are available to pay such fees in accordance with the priority of payments set forth above in this Section 7.05(a).

Allocations of Interest Collections. On the Business Day immediately preceding each Payment Date, the Trustee, upon written instructions from the Servicer, will transfer all Interest Collections on deposit in the Collection Account to the Distribution Account. Such amounts will remain uninvested while deposited in the Distribution Account. On each Payment Date (other than a Payment Date following an Event of Default and acceleration of the Notes), the Trustee, based solely on upon written instructions from the Monthly ReportServicer, will distribute Interest Collections on deposit in the Distribution Account to the following parties in the order of priority set forth below. With respect to the Notes then Outstanding, payments shall be made pro rata to the Holders of Notes based on their respective Percentage Interests. 1. pro rata, based on the amounts owed to the Trustee, the Owner Trustee, the Custodian, the Backup Servicer, and the Lockbox Bank under this clause 1, to the payment of (i) Administrative Expenses, subject to the limitations set forth in the definition thereof and (ii) indemnities then due to any such Persons; provided that the cumulative amount of Administrative Expenses and indemnities paid under this clause 1 in any rolling twelve month period shall not exceed $500,000 as of the first day of the related Collection Period; 2. pro rata, based on the amounts owed to such Persons under this clause 2, (i) to the Servicer or any Successor Servicer, to the extent not previously reimbursed, the sum of (w) Scheduled Payment Advances on such Loans, together with accrued interest thereon, (x) Servicing Advances on such Loans, together with accrued interest thereon, (y) accrued and unpaid Servicing Fees and (z) any mistaken deposits or other related amounts due on Loans that the Servicer is entitled to retain; (ii) to the Seller, any amounts that were transferred from the Lockbox Account to the Collection Account (and the Distribution Account) that are not related to interest, principal or extension fees due on the Loans; (iii) to the Backup Servicer, the Successor Servicer Engagement Fee; and (iv) to the Trustee, the Backup Servicer or any Successor Servicer, Servicing Transfer Costs; 3. to the Noteholders, the Interest Amount for the related Interest Period, if any; 4. to the payment of the amounts referred to in clauses 2 and 3 of Section 7.05(b) (in the priority stated therein), but only to the extent not paid in full thereunder and subject to the limitations set forth therein; 5. pro rata, based on the amounts owed to such Persons under this clause 5, to the payment of (i) Administrative Expenses and indemnities, to the extent not previously paid or in excess of the related cap or annual limitation, (ii) amounts owed to the Trustee, the Custodian, the Backup Servicer and the Owner Trustee for fees, expenses, indemnities fees and expenses and other amounts, and (iii) to the Trustee and a Successor Servicer, any Servicing Transfer Costs; and 6. any remaining amounts to the Certificateholder. To the extent that any fees of the Owner Trustee or the Trustee (in all capacities hereunder) are not paid on a Payment Date due to insufficiency of funds, such unpaid fees shall be paid on the next Payment Date on which funds are available to pay such fees in accordance with the priority of payments set forth above in this Section 7.05(a).

Allocations of Interest Collections. On the Business Day immediately preceding each Payment Date, the Trustee, upon written instructions from the Servicer, will transfer (i) all Interest Collections on deposit in the Collection Account and (ii) any amounts required to be transferred from the Reserve Account to the Distribution Account. Such amounts will remain uninvested while deposited in the Distribution Account. On each Payment Date (other than a Payment Date following an Event of Default and acceleration of the Notes), the Trustee, based solely on upon written instructions from the Monthly ReportServicer, will distribute Interest Collections on deposit in the Distribution Account to the following parties in the order of priority set forth below; provided that amounts, if any, transferred from the Reserve Account will be distributed solely with respect to items 1 through 4 below. With respect to the Notes then Outstanding, payments shall be made pro rata to the Holders of Notes based on their respective Percentage Interests. 1. pro ratafirst, based on the amounts owed to the Trustee, the Backup Servicer (including in its capacity as Successor Servicer), the Custodian, the Owner Trustee, the CustodianSplit Loan Agent (if U.S. Bank), if any, the Backup Servicer, Paying Agent and the Lockbox Bank Bank, fees, expenses and indemnities then due, in each case subject to the Administrative Expense Cap and Owner Trustee Cap and second, pro rata, based on amounts due and owing to such Persons under this clause 1, to the payment Owner Trustee, solely with respect to amounts in excess of the Owner Trustee Cap, the Trust Depositor, the Split Loan Agent, if any, the Paying Agent and the Lockbox Bank (i) Administrative Expensesin each case, if other than U.S. Bank or an affiliate thereof), any accrued and unpaid fees (other than the Servicing Fee), expenses and indemnities then due in each case subject to the limitations set forth in the definition thereof and (ii) indemnities then due to any such PersonsAdministrative Expense Cap; provided that, pursuant to this clause 1, the Trust Depositor shall only be entitled to the fees of the independent manager of the Trust Depositor and any indemnity amounts owing to the Backup Servicer as Successor Servicer shall not be subject to the Administrative Expense Cap and shall instead be paid in accordance with clause 2 below and provided further that (for the cumulative amount avoidance of Administrative Expenses doubt) on the Payment Date occurring in December of each calendar year (and on an Optional Redemption Date), any unused portion of the $100,000 allocated to the Owner Trustee will be available to be applied to other accrued and unpaid fees, expenses and indemnities paid payable under this clause 1 in any rolling twelve month period shall not exceed $500,000 as of the first day of the related Collection Period1; 2. pro rata, rata based on the amounts owed owing to such Persons under this clause 2, (i) to the Servicer or any Successor ServicerServicer (including for the avoidance of doubt the Backup Servicer in such capacity), to the extent not any previously reimbursed, the sum of (w) unreimbursed Scheduled Payment Advances on such LoansAdvances, together with accrued interest thereonthereon (calculated at a rate equal to 5.0%), (x) Servicing Advances on such LoansAdvances, together with accrued interest thereonthereon (calculated at a rate equal to 5.0%), (y) the Servicing Fee for the related calendar month payable pursuant to this Agreement for the related calendar month, any reimbursements for mistaken deposits, any accrued and unpaid fees (other than the Servicing Fees Fee), expenses and indemnities then due to the initial Servicer (zsuch expenses and indemnities in each case subject to a rolling twelve-month limit of $50,000) and any mistaken deposits or indemnities then due to the Backup Servicer in its capacity as Successor Servicer (such indemnities subject to a rolling twelve-month limit of $250,000) and other related amounts and certain other amounts due on the Loans that the Servicer is entitled to retain; (ii) to the Seller, any amounts that were transferred from deposited into the Lockbox Account to the Collection Account (and the Distribution Account) that are but not related to interest, interest or principal or extension fees due on the Loans or fees, reimbursements or indemnities payable to the Issuer in respect of the Loans; (iii) to the Backup Servicer, the Successor Servicer Engagement Fee; and (iv) to costs and expenses, if any, incurred by the Trustee, Trustee or by any Successor Servicer (including the Backup Servicer or Servicer) in connection with the transfer of servicing to any Successor Servicer, Servicing Transfer Costssubject to the Transition Expense Cap; 3. to the Noteholders, the Interest Amount for the related Interest Period, if any, plus the Interest Shortfall, if any, plus interest on any such Interest Shortfall at the Interest Rate for the related Interest Period(s) (to the extent permitted by Applicable Law); 4. unless Principal Collections (after giving effect to all prior interest payments and assuming no draws on the Reserve Account or redirection of Principal Collections to pay interest) are sufficient to make the payments in clause 2 of Section 7.06(b) and the Servicer notifies the Trustee by the related Record Date to make such payment solely from Principal Collections pursuant to Section 7.06(b), on a pro rata basis to the payment of the Noteholders, all amounts referred to in clauses required by clause 2 and 3 of Section 7.05(b) (in the priority stated therein7.06(b), but only to the extent not paid in full thereunder and subject to the limitations set forth therein; 5. pro rata, based if the amount on deposit in the amounts owed to such Persons under this clause 5Reserve Account is less than the Reserve Account Required Balance, to the payment Reserve Account, the lesser of (i) Administrative Expenses 50% of any remaining Interest Collections and indemnities, to the extent not previously paid or in excess of the related cap or annual limitation, (ii) amounts owed the amount required so that the amount on deposit in the Reserve Account equals the Reserve Account Required Balance; 6. to pay each of the Trustee, the Owner Trustee, the Backup Servicer, any Successor Servicer, the Custodian, the Backup Servicer Split Loan Agent, if any, the Paying Agent and the Owner Trustee for Lockbox Bank, pro rata based on the amounts due and owing thereto, any fees, expensesexpenses and indemnities then due to such party that are in excess of the Administrative Expense Cap or Transition Expense Cap, indemnities and other amounts, and (iii) to the Trustee and a Successor Servicer, any Servicing Transfer Costsas applicable; and 67. any to pay all remaining amounts Interest Collections to or at the direction of the Certificateholder. To the extent that any fees of the Owner Trustee or the Trustee (in all capacities hereunderhereunder (including for avoidance of doubt as Backup Servicer or Successor Servicer)) are not paid on a Payment Date due to insufficiency of funds, such unpaid fees shall be paid on the next Payment Date on which funds are available to pay such fees in accordance with the priority of payments set forth above in this Section 7.05(a7.06(a).

Allocations of Interest Collections. On the Business Day immediately preceding each Payment Date, the Trustee, upon written instructions from the Servicer, will transfer all Interest Collections on deposit in the Collection Account to the Distribution Account. Such amounts will remain uninvested while deposited in the Distribution Account. On each Payment Date (other than a Payment Date following an Event of Default and acceleration of the Notes), the Trustee, based solely on the Monthly Report, will distribute (i) Interest Collections on deposit in the Distribution Account and (ii) solely with respect to items (1) through (4) below, amounts, if any, transferred from the Reserve Account into the Distribution Account to the following parties in the order of priority set forth below. With respect to the Notes then Outstanding, payments shall be made pro rata to the Holders of Notes based on their respective Percentage Interests. 1. pro rata, based on the amounts owed to the Trustee, the Owner Trustee, the Custodian, the Backup Servicer, and the Lockbox Bank under this clause 1, to the payment of (i) Administrative Expenses, subject to the limitations set forth in the definition thereof and (ii) indemnities then due to any such Persons; provided that the cumulative amount of Administrative Expenses and indemnities paid under this clause 1 in any rolling twelve month period shall not exceed $500,000 as of the first day of the related Collection Period; 2. pro rata, based on the amounts owed to such Persons under this clause 2, (i) to the Servicer or any Successor Servicer, to the extent not previously reimbursed, the sum of (w) Scheduled Payment Advances on such Loans, together with accrued interest thereon, (x) Servicing Advances on such Loans, together with accrued interest thereon, (y) accrued and unpaid Servicing Fees and (z) any mistaken deposits or other related amounts due on Loans that the Servicer is entitled to retain; (ii) to the Seller, any amounts that were transferred from the Lockbox Account to the Collection Account (and the Distribution Account) that are not related to interest, principal or extension fees due on the Loans; (iii) to the Backup Servicer, the Successor Servicer Engagement Fee; and (iv) to the Trustee, the Backup Servicer or any Successor Servicer, Servicing Transfer Costs; 3. to the Noteholders, the Interest Amount for the related Interest Period, if any; 4. to the payment of the amounts referred to in clauses 2 and 3 of Section 7.05(b7.06(b) (in the priority stated therein), but only to the extent not paid in full thereunder and subject to the limitations set forth therein; 5. pro rata, based on the amounts owed to such Persons under this clause 5, to the payment of (i) Administrative Expenses and indemnities, to the extent not previously paid or in excess of the related cap or annual limitation, (ii) amounts owed to the Trustee, the Custodian, the Backup Servicer and the Owner Trustee for fees, expenses, indemnities and other amounts, and (iii) to the Trustee and a Successor Servicer, any Servicing Transfer Costs; and 6. any remaining amounts to the Certificateholder. To the extent that any fees of the Owner Trustee or the Trustee (in all capacities hereunder) are not paid on a Payment Date due to insufficiency of funds, such unpaid fees shall be paid on the next Payment Date on which funds are available to pay such fees in accordance with the priority of payments set forth above in this Section 7.05(a7.06(a).

Allocations of Interest Collections. On the Business Day immediately preceding each Payment Date, the Trustee, upon written instructions from the Servicer, will transfer (i) all Interest Collections on deposit in the Collection Account and (ii) any amounts required to be transferred from the Reserve Account to the Distribution Account. Such amounts will remain uninvested while deposited in the Distribution Account. On each Payment Date (other than a Payment Date following an Event of Default and acceleration of the Notes), the Trustee, based solely on upon written instructions from the Monthly ReportServicer, will distribute Interest Collections on deposit in the Distribution Account to the following parties in the order of priority set forth below; provided that amounts, if any, transferred from the Reserve Account will be distributed solely with respect to items 1 through 4 below. With respect to the Notes then Outstanding, payments shall be made pro rata to the Holders of Notes based on their respective Percentage Interests. 1. pro ratafirst, based on the amounts owed to the Trustee, the Backup Servicer (including in its capacity as Successor Servicer), the Custodian, the Owner Trustee, the CustodianSplit Loan Agent (if USBNA), if any, the Backup Servicer, Paying Agent and the Lockbox Bank Bank, fees, expenses and indemnities then due, in each case subject to the Administrative Expense Cap and Owner Trustee Cap and second, pro rata, based on amounts due and owing to such Persons under this clause 1, to the payment Owner Trustee, solely with respect to amounts in excess of the Owner Trustee Cap, the Trust Depositor, the Split Loan Agent, if any, the Paying Agent and the Lockbox Bank (i) Administrative Expensesin each case, if other than U.S. Bank, USBNA or an affiliate thereof), any accrued and unpaid fees (other than the Servicing Fee), expenses and indemnities then due in each case subject to the limitations set forth in the definition thereof and (ii) indemnities then due to any such PersonsAdministrative Expense Cap; provided that, pursuant to this clause 1, the Trust Depositor shall only be entitled to the fees of the independent manager of the Trust Depositor and any indemnity amounts owing to the Backup Servicer as Successor Servicer shall not be subject to the Administrative Expense Cap and shall instead 70 BUSINESS.29147459.4 be paid in accordance with clause 2 below and provided further that (for the cumulative amount avoidance of Administrative Expenses doubt) on the Payment Date occurring in December of each calendar year (and on an Optional Redemption Date), any unused portion of the $100,000 allocated to the Owner Trustee will be available to be applied to other accrued and unpaid fees, expenses and indemnities paid payable under this clause 1 in any rolling twelve month period shall not exceed $500,000 as of the first day of the related Collection Period1; 2. pro rata, rata based on the amounts owed owing to such Persons under this clause 2, (i) to the Servicer or any Successor ServicerServicer (including for the avoidance of doubt the Backup Servicer in such capacity), to the extent not any previously reimbursed, the sum of (w) unreimbursed Scheduled Payment Advances on such LoansAdvances, together with accrued interest thereonthereon (calculated at a rate equal to 5.0%), (x) Servicing Advances on such LoansAdvances, together with accrued interest thereonthereon (calculated at a rate equal to 5.0%), (y) the Servicing Fee for the related calendar month payable pursuant to this Agreement for the related calendar month, any reimbursements for mistaken deposits, any accrued and unpaid fees (other than the Servicing Fees Fee), expenses and indemnities then due to the initial Servicer (zsuch expenses and indemnities in each case subject to a rolling twelve-month limit of $50,000) and any mistaken deposits or indemnities then due to the Backup Servicer in its capacity as Successor Servicer (such indemnities subject to a rolling twelve-month limit of $250,000) and other related amounts and certain other amounts due on the Loans that the Servicer is entitled to retain; (ii) to the Seller, any amounts that were transferred from deposited into the Lockbox Account to the Collection Account (and the Distribution Account) that are but not related to interest, interest or principal or extension fees due on the Loans or fees, reimbursements or indemnities payable to the Issuer in respect of the Loans; (iii) to the Backup Servicer, the Successor Servicer Engagement Fee; and (iv) to costs and expenses, if any, incurred by the Trustee, Trustee or by any Successor Servicer (including the Backup Servicer or Servicer) in connection with the transfer of servicing to any Successor Servicer, Servicing Transfer Costssubject to the Transition Expense Cap; 3. to the Noteholders, the Interest Amount for the related Interest Period, if any; 4. to , plus the payment of Interest Shortfall, if any, plus interest on any such Interest Shortfall at the amounts referred to in clauses 2 and 3 of Section 7.05(bInterest Rate for the related Interest Period(s) (in the priority stated therein), but only to the extent not paid in full thereunder and subject to the limitations set forth thereinpermitted by Applicable Law); 5. pro rata, based on the amounts owed to such Persons under this clause 5, to the payment of (i) Administrative Expenses and indemnities, to the extent not previously paid or in excess of the related cap or annual limitation, (ii) amounts owed to the Trustee, the Custodian, the Backup Servicer and the Owner Trustee for fees, expenses, indemnities and other amounts, and (iii) to the Trustee and a Successor Servicer, any Servicing Transfer Costs; and 6. any remaining amounts to the Certificateholder. To the extent that any fees of the Owner Trustee or the Trustee (in all capacities hereunder) are not paid on a Payment Date due to insufficiency of funds, such unpaid fees shall be paid on the next Payment Date on which funds are available to pay such fees in accordance with the priority of payments set forth above in this Section 7.05(a).

Allocations of Interest Collections. On the Business Day immediately preceding each Payment Date, the Trustee, upon written instructions from the Servicer, will transfer all Interest Collections on deposit in the Collection Account constituting Available Funds to the Distribution Account. Such amounts will remain uninvested while deposited in the Distribution Account. On each Payment Date (other than a Payment Date following an Event of Default and acceleration of the Notes), the Trustee, based solely on upon written instructions from the Servicer (in the form of the Monthly Report), will distribute the Interest Collections on deposit in the Distribution Account to the following parties in the order of priority set forth below. With respect to the Notes then Outstanding, payments shall be made pro rata to the Holders of Notes based on their respective Percentage Interests. (i) During the Investment Period or Amortization Period. (1. ) pro rata, based on the amounts owed to the Trustee, the Owner Trustee, the Custodian, the Backup Servicer, and the Lockbox Bank under this clause (1), to the payment of (i) Administrative ExpensesExpenses owed to the respective parties, subject to the limitations set forth in the definition thereof and in the priority stated in the definition thereof and (ii) indemnities then due to any such Persons; provided that (a) the cumulative amount of Administrative Expenses (other than the Trustee Fee and the Backup Servicer Fee) and indemnities paid to the Trustee, the Custodian, the Backup Servicer and the Lockbox Bank under this clause 1 (1) in any rolling twelve month period shall not exceed $500,000 300,000 as of the first day of the related Collection Period and (b) the cumulative amount of Administrative Expenses (other than the Trustee Fee and the Backup Servicer Fee) and indemnities paid to parties other than the Trustee, the Custodian, the Backup Servicer and the Lockbox Bank under this clause (1) in any rolling twelve month period shall not exceed $200,000 as of the first day of the related Collection Period; (2. ) pro rata, based on the amounts owed to such Persons under this clause (2), (i) to the Servicer or any Successor Servicer, to the extent not previously reimbursed, the sum of (wx) Scheduled Payment Advances on such Loans, together with accrued interest thereon, Loans and (xy) Servicing Advances on such Loans, together with accrued interest thereon, ; (y3) accrued and unpaid Servicing Fees and Fees; (z4) any mistaken deposits or other related amounts due on Loans that the Servicer is entitled to retain; (iii) to the Seller, any amounts that were transferred from the Lockbox Account to the Collection Account (and the Distribution Account) that are not related to interest, principal or extension fees due on the Loans; (iii) to the Backup Successor Servicer, the Successor Servicer Engagement Fee; Fee and (ivii) to the Trustee, the Backup Servicer or any Successor Servicer, any Servicing Transfer Costs, provided that the cumulative amount of such Servicing Transfer Costs shall not exceed $150,000; 3. (5) to the Noteholders, the Interest Amount for the related Interest Period, if any, and any Unused Fee; 4. (6) if the amount on deposit in the General Reserve Account is less than the General Reserve Account Required Balance, to the General Reserve Account, fifty percent (50%) of any remaining amounts until amounts on deposit in the General Reserve Account shall equal the General Reserve Account Required Balance; (7) to the payment of the amounts referred to in clauses 2 and 3 clause (2) of Section 7.05(b7.05(b)(i) or clauses (2) and (3) of Section 7.05(b)(ii) (as applicable and in the priority stated therein), but only to the extent not paid in full thereunder and subject to the limitations set forth therein; 5. (8) pro rata, based on the amounts owed to such Persons under this clause 5(8), to the payment of amounts referred to in clauses (i1) Administrative Expenses and indemnities(2), without giving effect to any caps, but only to the extent not previously paid or in excess of the related cap or annual limitation, full thereunder; (ii) amounts owed to the Trustee, the Custodian, the Backup Servicer and the Owner Trustee for fees, expenses, indemnities and other amounts, and (iii9) to the Trustee and a Successor Servicer, Servicer in connection with any Servicing Transfer CostsPermitted Distribution; and 6. (10) any remaining amounts to or at the Certificateholderwritten direction of the Issuer. To the extent that any fees fees, expenses and indemnities of the Owner Trustee or the Trustee (in all capacities hereunder) are not paid on a Payment Date due to insufficiency of funds, such unpaid fees shall be paid on the next Payment Date on which funds are available to pay such fees in accordance with the priority of payments set forth above in this Section 7.05(a7.05(a)(i).