Common use of Application of Money Collected Clause in Contracts

Application of Money Collected. If the Bonds have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulled, any money collected by the Indenture Trustee with respect to such Bonds pursuant to this Article or otherwise and any other monies that may then be held or thereafter received by the Indenture Trustee as security for such Bonds shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due on account of principal of, and interest on, such Bonds, upon presentation and surrender thereof: (i) first, to the Indenture Trustee, any unpaid Indenture Trustee's Fees then due and any other amounts payable and due to the Indenture Trustee under this Indenture, including any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article V; (ii) second, to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest above; and (xii) twelfth, to the payment of the remainder, if any, to the Issuer or any other Person legally entitled thereto.

Application of Money Collected. (a) If a Payment Default Event shall have occurred and the Bonds Indenture Trustee has not yet effected the remedies under Section 6.3(d) and Section 6.16 hereof, any money collected by the Indenture Trustee in respect of the Trust Estate and any other money that may be held thereafter by the Indenture Trustee as security for the Notes, including, without limitation, the amounts on deposit in the General Reserve Account and the Force Majeure Loan Reserve Account, shall be applied in the following order on each Payment Date: (i) to the Indenture Trustee, the Indenture Trustee Fee and any extraordinary out-of-pocket expenses of the Indenture Trustee, plus any accrued and unpaid Indenture Trustee Fees with respect to prior Payment Dates; provided, however, that (i) any payments to the Indenture Trustee as reimbursement for any extraordinary out-of-pocket expenses of the Indenture Trustee related to the transfer of servicing to a successor Servicer will be limited to $30,000 per calendar quarter and $100,000 in the aggregate; and (ii) payments to the Indenture Trustee as reimbursement for any other extraordinary out-of-pocket expenses of the Indenture Trustee will be limited to $20,000 per calendar year so long as none of the following has occurred: an Event of Default, acceleration of the Notes or the liquidation of the Trust Estate pursuant to the Indenture; (ii) to the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees; (vi) to the Servicer, any accrued and unpaid Servicing Fees; (vii) to the Backup Servicer, any accrued and unpaid Backup Servicing Fees (less any amounts received from the Indenture Trustee, as successor Servicer); (viii) to the Class A Noteholders, the Class A Interest Distribution Amount; (ix) to the Class B Noteholders, the Class B Interest Distribution Amount; (x) to the Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the Class A Notes is reduced to zero; (xi) to the Class B Noteholders, all remaining amounts until the Outstanding Note Balance of the Class B Notes is reduced to zero; (xii) to the Class B Noteholders, the Deferred Interest Amount for such Class, if any; (xiii) to the Indenture Trustee, any extraordinary out‑of‑pocket expenses of the Indenture Trustee not paid in accordance with clause (i) above; (xiv) to the Lockbox Bank, any amounts owed under the Lockbox Agreement not paid in accordance with clause (v) above; and (xv) any remaining Available Funds to the Certificate Distribution Account for distribution pursuant to the Trust Agreement. (b) If (i) (A) a Payment Default Event shall have occurred or (B) each Class of Notes shall otherwise have been declared due and payable following an Event of Default and such declaration (ii) the Indenture Trustee shall have effected a sale of the Trust Estate under Section 6.3(d) and its consequences have not been rescinded Section 6.16 hereof ((i) and annulled(ii), a “Trust Estate Liquidation Event”), any money collected by the Indenture Trustee with in respect to such Bonds pursuant to this Article or otherwise of the Trust Estate and any other monies money that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes, including without limitation the amounts on deposit in the General Reserve Account and the Force Majeure Loan Reserve Account, shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due order on account of principal of, and interest on, such Bonds, upon presentation and surrender thereofeach Payment Date: (i) first, to the Indenture Trustee, any accrued and unpaid Indenture Trustee's Trustee Fees then due and any other amounts payable and due to the Indenture Trustee under this Indenture, including any costs or certain expenses incurred by it in connection with the enforcement and charged and unpaid as of the remedies provided for in this Article Vsuch date; (ii) secondto the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees and any other amounts owed to the Lockbox Bank pursuant to the Lockbox Agreement; (vi) to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due accrued and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kindServicing Fees; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward AmountBackup Servicer, if any, then due any accrued and unpaid upon Backup Servicing Fees (less any amounts received from the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is madeIndenture Trustee, as successor Servicer); (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 BondsA Noteholders, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kindA Interest Distribution Amount; (ix) ninth, to the payment Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment A Notes is madereduced to zero; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 BondsB Noteholders, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kindB Interest Distribution Amount; (xi) eleventh, to the payment of Class B Noteholders, the aggregate amount of Available Funds Cap Carry Forward Class B Deferred Interest Amount, if any, among all Classes of Bonds in proportion ; (xii) to the respective Available Funds Cap Carry Forward Amounts for each such Class in B Noteholders, all remaining amounts until the same priority as Outstanding Note Balance of the distribution of Bond Interest aboveClass B Notes is reduced to zero; and (xiixiii) twelfth, any remaining Available Funds to the payment of the remainder, if any, Certificate Distribution Account for distribution pursuant to the Issuer or any other Person legally entitled theretoTrust Agreement. (c) Notwithstanding the occurrence and continuation of an Event of Default, prior to the occurrence of a Sequential Pay Event, Noteholders shall continue to be paid in the manner and priorities described in Section 3.4 hereof.

Application of Money Collected. If Subject to the Bonds following paragraph, if the Notes have been declared declared, have automatically become, or otherwise become due and payable following an Event of Default and such declaration and its consequences have or automatic acceleration has not been rescinded and or annulled, any money collected by the Indenture Trustee with in respect to such Bonds pursuant to this Article or otherwise of the Trust Estate and any other monies money that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes, including without limitation the amounts on deposit in the Reserve Account, shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment distribution of the entire amount due such money on account of principal ofor interest, and interest on, such Bonds, upon presentation and surrender thereofwithout presentment of any Notes: (i) first, to the Indenture TrusteeTrustee and the Custodian, ratably based on their respective entitlements, any unpaid Indenture Trustee's Fees then due and any other amounts payable and due to the Trustee Fees, Indenture Trustee under this IndentureExpenses, including any costs Custodial Fees or expenses Custodial Expenses incurred by it in connection with the enforcement and charged and unpaid as of the remedies provided for in this Article Vsuch date; (ii) secondto the Back-Up Servicer, any unpaid Back-Up Servicing Fees and Transition Expenses; (iii) to the Owner Trustee, any unpaid Owner Trustee Fees and Owner Trustee Expenses; (iv) to the Administrator, any unpaid Administrator Fees; (v) to the Servicer, any amounts required to pay unpaid Servicing Fees; provided, however, that immediately after receipt of such Servicing Fees, the Servicer for shall remit the Issuer’s portion of any unpaid Monthly Servicing Fees then due and owing Lockbox Bank Fees to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is madeeach Lockbox Bank; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 BondsA Noteholders, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kindA Interest Distribution Amount; (vii) seventh, to the payment Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the applicable Bond Interest Class A Notes is reduced to zero and Interest Carry Forward Amount, if any, then due and unpaid upon all Note Balance Write-Down Amounts applied to the Outstanding Class M-2 Bonds through A Notes have been reimbursed with interest at the day preceding the date on which such payment is maderelated Note Rate; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 BondsB Noteholders, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kindB Interest Distribution Amount; (ix) ninth, to the payment Class B Noteholders, all remaining amounts until the Outstanding Note Balance of the applicable Bond Interest Class B Notes is reduced to zero and Interest Carry Forward Amounts, if any, then due and unpaid upon all Note Balance Write-Down Amounts applied to the Outstanding Class M-3 Bonds through B Notes have been reimbursed with interest at the day preceding the date on which such payment is made;related Note Rate; and (x) tenth, to the payment Owner or any subsequent owners of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class beneficial interests in the same priority as the distribution of Bond Interest above; and (xii) twelfthIssuer, to the payment of the remainder, if any, to the Issuer or any other Person legally entitled theretoremaining amounts.

Application of Money Collected. (a) If a Payment Default Event shall have occurred and the Bonds Indenture Trustee has not yet effected the remedies under Section 6.3(d) and Section 6.16 hereof, any money collected by the Indenture Trustee in respect of the Trust Estate (other than any amounts owed to the Servicer as Additional Servicing Compensation) and any other money that may be held thereafter by the Paying Agent as security for the Notes, including, without limitation, the amounts on deposit in the General Reserve Account and the Force Majeure Loan Reserve Account, shall be applied in the following order on each Payment Date: (i) to the Indenture Trustee, the Indenture Trustee Fee and any extraordinary out-of-pocket expenses and indemnities owed to the Indenture Trustee, plus any accrued and unpaid Indenture Trustee Fees with respect to prior Payment Dates; provided, however, that (i) any payments to the Indenture Trustee as reimbursement for any extraordinary out-of-pocket expenses and indemnities 54 owed to the Indenture Trustee related to the transfer of servicing to a successor Servicer will be limited to $30,000 per calendar quarter and $100,000 in the aggregate, and (ii) payments to the Indenture Trustee as reimbursement for any other extraordinary out-of-pocket expenses and indemnities owed to the Indenture Trustee will be limited to $40,000 per calendar year so long as none of the following events has occurred: an Event of Default, acceleration of the Notes; or the liquidation of the Trust Estate pursuant to the Indenture; (ii) to the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees; (vi) to the Servicer, any accrued and unpaid Servicing Fees; (vii) to the Backup Servicer, any accrued and unpaid Backup Servicing Fees (less any amounts received from the Indenture Trustee, as successor Servicer); (viii) to the Class A Noteholders, the Class A Interest Distribution Amount; (ix) to the Class B Noteholders, the Class B Interest Distribution Amount; (x) to the Class C Noteholders, the Class C Interest Distribution Amount; (xi) to the Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the Class A Notes is reduced to zero; (xii) to the Class B Noteholders, all remaining amounts until the Outstanding Note Balance of the Class B Notes is reduced to zero; (xiii) to the Class C Noteholders, all remaining amounts until the Outstanding Note Balance of the Class C Notes is reduced to zero; (xiv) to the Class B Noteholders, the Deferred Interest Amount for such Class, if any; (xv) to the Class C Noteholders, the Deferred Interest Amount for such Class, if any; (xvi) to the Indenture Trustee, any extraordinary out‑of‑pocket expenses and indemnities owed to the Indenture Trustee not paid in accordance with clause (i) above; (xvii) to the Lockbox Bank, any amounts owed under the Lockbox Agreement not paid in accordance with clause (v) above; and 55 (xviii) to the Certificate Distribution Account, any remaining Available Funds for distribution pursuant to the Trust Agreement. (b) If (i) (A) a Payment Default Event shall have occurred or (B) each Class of Notes shall otherwise have been declared due and payable following an Event of Default and such declaration (ii) the Indenture Trustee shall have effected a sale of the Trust Estate under Section 6.3(d) and its consequences have not been rescinded Section 6.16 hereof ((i) and annulled(ii), a “Trust Estate Liquidation Event”), any money collected by the Indenture Trustee with in respect of the Trust Estate (other than any amounts to such Bonds pursuant to this Article or otherwise the Servicer as Additional Servicing Compensation) and any other monies money that may then be held or thereafter received by the Indenture Trustee Paying Agent as security for such Bonds the Notes, including without limitation the amounts on deposit in the General Reserve Account and the Force Majeure Loan Reserve Account, shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due order on account of principal of, and interest on, such Bonds, upon presentation and surrender thereofeach Payment Date: (i) first, to the Indenture Trustee, any accrued and unpaid Indenture Trustee's Trustee Fees then due and any other amounts payable out-of-pocket expenses and due to the Indenture Trustee under this Indenture, including any costs or expenses indemnities incurred by it in connection with the enforcement and charged and unpaid as of the remedies provided for in this Article Vsuch date; (ii) secondto the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees and any other amounts owed to the Lockbox Bank pursuant to the Lockbox Agreement; (vi) to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due accrued and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kindServicing Fees; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward AmountBackup Servicer, if any, then due any accrued and unpaid upon Backup Servicing Fees (less any amounts received from the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is madeIndenture Trustee, as successor Servicer); (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 BondsA Noteholders, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kindA Interest Distribution Amount; (ix) ninth, to the payment Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment A Notes is madereduced to zero; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 BondsB Noteholders, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kindB Interest Distribution Amount; (xi) eleventh, to the payment of Class B Noteholders, the aggregate amount of Available Funds Cap Carry Forward Class B Deferred Interest Amount, if any, among all Classes of Bonds in proportion ; (xii) to the respective Available Funds Cap Carry Forward Amounts for each such Class in B Noteholders, all remaining amounts until the same priority as Outstanding Note Balance of the distribution Class B Notes is reduced to zero; (xiii) to the Class C Noteholders, the Class C Interest Distribution Amount; 56 (xiv) to the Class C Noteholders, the Class C Deferred Interest Amount, if any; (xv) to the Class C Noteholders, all remaining amounts until the Outstanding Note Balance of Bond Interest abovethe Class C Notes is reduced to zero; and (xiixvi) twelfth, to the payment of the remainderCertificate Distribution Account, if any, any remaining Available Funds for distribution pursuant to the Issuer or any other Person legally entitled theretoTrust Agreement. (c) Notwithstanding the occurrence and continuation of an Event of Default, prior to the occurrence of a Sequential Pay Event, Noteholders shall continue to be paid in the manner and priorities described in Section 3.4 hereof.

Application of Money Collected. If the Bonds Notes have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulled, any money collected by the Indenture Trustee with respect to such Bonds each Class of Notes pursuant to this Article V or otherwise and any other monies that may then be held or thereafter received by the Indenture Trustee as security for such Bonds Class of Notes shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due on account of principal of, and interest on, such BondsClass of Notes, upon presentation and surrender thereof: (ia) first, to the Indenture Trustee, any unpaid Indenture Trustee's Trustee Fees with respect to such Class then due and any other amounts payable and due to the Indenture Trustee with respect to such Class under this Indenture, Indenture including any amounts in respect of indemnification or reimbursement of costs and expenses including costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article VV (subject to Section 6.16 herein), to the Note Insurer, any unpaid Premium with respect to such Class then due, and to the Owner Trustee, any unpaid Owner Trustee Fees with respect to such Class then due; (iib) second, from amounts then on deposit in the related Payment Account, to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation Holders of the related Mortgage Loan or the final liquidation Class of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained byNotes, the ServicerPayment Amount for such Class; (iiic) third, from amounts then on deposit in the related Payment Account, the allocable portion of the Over-collateralization Deficit, if any, for the related Class of Notes; (d) fourth, from amounts then on deposit in the related Payment Account, to the Holders of each other Class of Notes, the Shortfall Amount for each other Class of Notes, allocated pro rata based on the amount of each Shortfall Amount; (e) fifth, from amounts then on deposit in the related Payment Account, to the Note Insurer, the Reimbursement Amount with respect to the related Class as of such Payment Date; (f) sixth, from amounts then on deposit in the related Payment Account, to the Note Insurer, the Reimbursement Amount with respect to each other Class of Notes as of such Payment Date to the extent not already paid pursuant to clause (e) above, allocated pro rata based on the amount of such outstanding Reimbursement Amount; (g) seventh, from amounts then on deposit in the related Payment Account, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Note Principal Balance of the Outstanding Class A BondsNotes of such Class, up to the amount of Current Bond Balances of the Class A Bondstheir unpaid Note Principal Balance, ratably, without preference or priority of any kind; (vh) fiftheighth, from amounts then on deposit in the related Payment Account, to the payment related Reserve Account, such Loan Group’s pro rata share of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon Reserve Payment Amount based on the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is madeamount of Net Monthly Excess Cashflow; (vii) sixthninth, with respect to the Class A-2 Notes, from amounts then on deposit in the related Payment Account and amounts released from the related Reserve Account, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances Holders of the Class M-1 BondsA-2 Notes, ratablythe Class A-2 Net WAC Cap Carry-Forward Amount and, without preference or priority with respect to the Class A-3 Notes, from amounts then on deposit in the related Payment Account, the Yield Maintenance Account and amounts released from the related Reserve Account, to the Holders of any kindthe Class A-3 Notes, the Class A-3 Net WAC Cap Carry-Forward Amount; (viij) seventhtenth, from: (A) amounts then on deposit in the Payment Account related to the Class A-1 Notes, to the payment of Master Servicer, any amount due to it with respect to the applicable Bond Interest and Interest Carry Forward AmountGroup 1 Mortgage Loans; and (B) amounts then on deposit in the Payment Account related to the Class A-2 Notes, if anyto the Master Servicer, then any amount due and unpaid upon to it with respect to the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is madeGroup 2 Mortgage Loans; (viiiC) eighthamounts then on deposit in the Payment Account related to the Class A-3 Notes, to the payment of the Bond Balance of the Outstanding Class M-2 BondsMaster Servicer, up any amount due to it with respect to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind;Group 3 Mortgage Loans; and (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xik) eleventh, to the payment Indenture Trustee, any amounts in respect of indemnity or reimbursement due the Indenture Trustee under any of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion Basic Documents to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest aboveextent not previously paid or reimbursed under paragraph (a) hereof; and (xiil) twelfth, to the payment Owner Trustee, any amounts due and owing to the Owner Trustee under Article IX of the remainderTrust Agreement or the other Basic Documents, to the extent not already paid by the Servicer pursuant to Section 9.02 of the Trust Agreement; and (m) thirteenth, following the making by the Indenture Trustee of all allocations, transfers and disbursements described above, from amounts then on deposit in each Payment Account, the Indenture Trustee shall distribute to or at the direction of the Certificateholders (as identified in the Certificate Register maintained by the Owner Trustee), the amount remaining on such Payment Date in each Payment Account, if any, to the Issuer or any other Person legally entitled thereto.

Application of Money Collected. If the Bonds Notes have been declared due and payable following an Event of Default with respect to the Notes and such declaration and its consequences have not been rescinded and annulled, any money collected by the Indenture Trustee with respect to such Bonds the Notes pursuant to this Article or otherwise and any other monies that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due on account of principal of, and interest on, such Bondsthe Notes, upon presentation and surrender thereof: (i) first, to the Indenture Trustee, Trustee any unpaid Indenture Trustee's Fees related to the Notes then due and any other amounts payable and due to the Indenture Trustee under this Indenture, including any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article VArticle; (ii) second, to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees related to the Mortgage Loans then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust EstateEstate related to the Mortgage Loans, Servicing Advances and Delinquency Advances, including Nonrecoverable Advances related to the Mortgage Loans previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, Distribution Amount then due and unpaid upon the Outstanding Class A Bonds Amount of the Notes through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Note Principal Balance then due and unpaid upon the Outstanding Amount of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kindNotes; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward AmountNote Insurer, if any, then all amounts due and unpaid upon pursuant to the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made;Insurance Agreement; and (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 BondsCertificateholders, up to the any amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date remaining on which such payment is made; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class deposit in the same priority as the distribution of Bond Interest above; and (xii) twelfth, to the payment of the remainder, if any, to the Issuer or any other Person legally entitled theretoNote Account.

Application of Money Collected. If (a) Subject to the Bonds following paragraph, if the Notes have been declared declared, have automatically become, or otherwise become due and payable following an Event of Default (an “Acceleration Event”) and such declaration and its consequences have Acceleration Event has not been rescinded and or annulled, any money collected by the Indenture Trustee with in respect to such Bonds pursuant to this Article or otherwise of the Trust Estate and any other monies money that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes, including without limitation the amounts on deposit in the Reserve Account, shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment distribution of the entire amount due such money on account of principal ofor interest, and interest on, such Bonds, upon presentation and surrender thereofwithout presentment of any Notes: (i) first, to the Indenture Trustee, the Custodian and the Back-Up Servicer, ratably based on their respective entitlements, any unpaid Indenture Trustee's Fees then amounts due and any other amounts payable and due to the Indenture Trustee under this Indenture, including any costs or expenses incurred by it in connection with the enforcement owing as of the remedies provided for in this Article Vsuch date; (ii) secondto the Owner Trustee, any unpaid Owner Trustee Fees; (iii) to the Administrator, any unpaid Administrator Fees; (iv) to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kindFees; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward AmountAdministrative Agent, if any, then due and any unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is madeAdministrative Agent Fees; (vi) sixth, to the payment of Noteholders, the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind;Interest Distribution Amount (vii) seventh, to the payment Noteholders, any unpaid Unused Fees and NPA Costs (other than the portion thereof related to clause (iii) of the applicable Bond Interest definition of Breakage and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is madeOther Costs); (viii) eighthon a pari passu basis (A) to the Noteholders, all remaining amounts until the Outstanding Note Balance is reduced to zero and (B) other than if the Hedge counterparty is the “Defaulting Party” or the sole “Affected Party” (as such terms are defined in the Hedge Agreement), to the payment of Hedge Counterparty, the Bond Balance of the Outstanding Class M-2 BondsHedge Termination Payment, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kindif any; (ix) ninth, to the payment of Noteholders, the applicable Bond Interest Usage Step-Up Fees and Interest Carry Forward Amounts, if any, then due and any unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is madeUsage Step-Up Fees from prior Payment Dates; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of Noteholders any kindNPA Costs not paid in accordance with (vii) above; (xi) eleventh, to the payment of Hedge Counterparty, any Hedge Termination Payment required under the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds Hedge Agreement and not paid in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest accordance with clause (viii) above; and (xii) twelfth, to the payment Owner Trustee for distribution to the owners of the remainderbeneficial interests in the Issuer, if anyany remaining amounts. (b) Notwithstanding the occurrence and continuation of an Event of Default, prior to the Issuer or any other Person legally entitled theretooccurrence of an Acceleration Event, the Noteholders shall continue to be paid in the manner and priorities described in Section 3.04 hereof.

Application of Money Collected. (a) If a Payment Default Event shall have occurred and the Bonds Indenture Trustee has not yet effected the remedies under Section 6.3(d) and Section 6.16 hereof, any money collected by the Indenture Trustee in respect of the Trust Estate and any other money that may be held thereafter by the Indenture Trustee as security for the Notes, including, without limitation, the amounts on deposit in the General Reserve Account and the Force Majeure Loan Reserve Account, shall be applied in the following order on each Payment Date: (i) to the Indenture Trustee, the Indenture Trustee Fee and any extraordinary out-of-pocket expenses of the Indenture Trustee, plus any accrued and unpaid Indenture Trustee Fees with respect to prior Payment Dates; provided, however, that (i) any payments to the Indenture Trustee as reimbursement for any extraordinary out-of-pocket expenses of the Indenture Trustee related to the transfer of servicing to a successor Servicer will be limited to $30,000 per calendar quarter and $100,000 in the aggregate; and (ii) payments to the Indenture Trustee as reimbursement for any other extraordinary out-of-pocket expenses of the Indenture Trustee will be limited to $20,000 per calendar year so long as none of the following has occurred: an Event of Default, acceleration of the Notes or the liquidation of the Trust Estate pursuant to the Indenture; (ii) to the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees; (vi) to the Servicer, any accrued and unpaid Servicing Fees; (vii) to the Backup Servicer, any accrued and unpaid Backup Servicing Fees (less any amounts received from the Indenture Trustee, as successor Servicer); (viii) to the Class A Noteholders, the Class A Interest Distribution Amount; (ix) to the Class B Noteholders, the Class B Interest Distribution Amount; (x) to the Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the Class A Notes is reduced to zero; (xi) to the Class B Noteholders, all remaining amounts until the Outstanding Note Balance of the Class B Notes is reduced to zero; (xii) to the Class B Noteholders, the Deferred Interest Amount for such Class, if any; (xiii) to the Indenture Trustee, any extraordinary out‑of‑pocket expenses of the Indenture Trustee not paid in accordance with clause (i) above; (xiv) to the Lockbox Bank, any amounts owed under the Lockbox Agreement not paid in accordance with clause (v) above; and (xv) to the Certificate Distribution Account, any remaining Available Funds for distribution pursuant to the Trust Agreement. (b) If (i) (A) a Payment Default Event shall have occurred or (B) each Class of Notes shall otherwise have been declared due and payable following an Event of Default and such declaration (ii) the Indenture Trustee shall have effected a sale of the Trust Estate under Section 6.3(d) and its consequences have not been rescinded Section 6.16 hereof ((i) and annulled(ii), a “Trust Estate Liquidation Event”), any money collected by the Indenture Trustee with in respect to such Bonds pursuant to this Article or otherwise of the Trust Estate and any other monies money that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes, including without limitation the amounts on deposit in the General Reserve Account and the Force Majeure Loan Reserve Account, shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due order on account of principal of, and interest on, such Bonds, upon presentation and surrender thereofeach Payment Date: (i) first, to the Indenture Trustee, any accrued and unpaid Indenture Trustee's Trustee Fees then due and any other amounts payable and due to the Indenture Trustee under this Indenture, including any costs or certain expenses incurred by it in connection with the enforcement and charged and unpaid as of the remedies provided for in this Article Vsuch date; (ii) secondto the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees and any other amounts owed to the Lockbox Bank pursuant to the Lockbox Agreement; (vi) to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due accrued and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind;Servicing Fees; 55 (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward AmountBackup Servicer, if any, then due any accrued and unpaid upon Backup Servicing Fees (less any amounts received from the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is madeIndenture Trustee, as successor Servicer); (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 BondsA Noteholders, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kindA Interest Distribution Amount; (ix) ninth, to the payment Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment A Notes is madereduced to zero; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 BondsB Noteholders, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kindB Interest Distribution Amount; (xi) eleventh, to the payment of Class B Noteholders, the aggregate amount of Available Funds Cap Carry Forward Class B Deferred Interest Amount, if any, among all Classes of Bonds in proportion ; (xii) to the respective Available Funds Cap Carry Forward Amounts for each such Class in B Noteholders, all remaining amounts until the same priority as Outstanding Note Balance of the distribution of Bond Interest aboveClass B Notes is reduced to zero; and (xiixiii) twelfth, to the payment of the remainderCertificate Distribution Account, if any, any remaining Available Funds for distribution pursuant to the Issuer or any other Person legally entitled theretoTrust Agreement. (c) Notwithstanding the occurrence and continuation of an Event of Default, prior to the occurrence of a Sequential Pay Event, Noteholders shall continue to be paid in the manner and priorities described in Section 3.4 hereof.

Application of Money Collected. If On any date when the Bonds Timber Notes have been declared due and payable following during the continuance of an Event of Default and such declaration and its consequences have not been rescinded and annulledannulled (a "Post-Acceleration Date"), any money monies collected by the Indenture Trustee with respect to such Bonds pursuant to this Article Seven or otherwise with respect to the Timber Notes and on any other monies that may then be held or thereafter received by the Indenture Trustee as security for such Bonds Additional Timber Notes shall be applied in deposited into the following orderPayment Account and shall be applied, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due on account of principal of, and interest on, such Bonds, upon presentation and surrender thereof: (i) first, to the Indenture Trusteeamounts described in Section 9.7 (exclusive of indemnification payments) and to Liquidity Providers' Expenses (exclusive of indemnification payments), any unpaid Indenture Trustee's Fees then due and any other amounts payable and due to the Indenture Trustee under this Indenture, including any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article V; (ii) second, to the Servicerpayment of all interest (other than Supplemental Liquidity Provider Interest) and principal owing to the Liquidity Providers, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of interest (other than interest on premiums) due on each Class of Timber Notes and any Additional Timber Notes pro rata in proportion to the applicable Bond Interest and Interest Carry Forward Amountinterest (other than interest on premiums) due on each such Class, if any, then due and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance principal on each Class of the Outstanding Class A Bonds, up Timber Notes and any Additional Timber Notes pro rata in proportion to the amount of Current Bond Balances of the Class A Bondsprincipal due on each such Class, ratably, without preference or priority of any kind; (v) fifth, to the payment of any interest on premiums on each Class of Timber Notes and any Additional Timber Notes pro rata in proportion to the applicable Bond Interest and Interest Carry Forward Amountinterest on premiums due on each such Class, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance any premiums on each Class of the Outstanding Class M-1 Bonds, up Timber Notes and any Additional Timber Notes pro rata in proportion to the amount of the Current Bond Balances of the Class M-1 Bondspremiums due on each such Class, ratably, without preference or priority of any kind; (vii) seventh, to the payment of any Additional Liquidity Provider Fees and any Supplemental Liquidity Provider Interest owing under the applicable Bond Interest and Interest Carry Forward AmountLine of Credit Agreement, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to the payment of indemnification payments under Section 9.7 and indemnification payments owing by the Bond Balance Issuer under the Line of the Outstanding Class M-2 BondsCredit Agreement and, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, to the payment Issuer, free and clear of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment Lien of the Bond Balance Deed of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest above; and (xii) twelfth, to the payment of the remainder, if any, to the Issuer or any other Person legally entitled theretoTrust.

Application of Money Collected. (a) If the Bonds an Acceleration Event shall have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulledoccurred, any money collected by the Indenture Trustee with in respect to such Bonds pursuant to this Article or otherwise of the Trust Estate and any other monies money that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes, including, without limitation, the amounts on deposit in the Reserve Account, the Prefunding Account and the Capitalized Interest Account, shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due order on account of principal of, and interest on, such Bonds, upon presentation and surrender thereofeach Payment Date: (i) first, to the Indenture Trustee, any unpaid Indenture Trustee's Fees then due and any other amounts payable and due to the Indenture Trustee under this IndentureFee, including plus any costs or accrued and unpaid Indenture Trustee Fees with respect to prior Payment Dates, and any out-of-pocket expenses of the Indenture Trustee incurred by it and not reimbursed in connection with its obligations and duties under the enforcement of the remedies provided for in this Article VIndenture; (ii) secondto the payment of the Texas franchise tax, if any, imposed on the Issuer, to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and extent not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicerpaid by Silverleaf; (iii) third, to the payment of Servicer, the applicable Bond Interest Servicing Fee, plus any accrued and Interest Carry Forward Amountunpaid Servicing Fees with respect to prior Payment Dates and to the successor Servicer, if any, then due and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is madeServicer Transition Expenses, if any (up to a cumulative total of Servicer transition expenses of $100,000); (iv) fourthto the Backup Servicer, to the payment of extent not previously paid, the Bond Balance of the Outstanding Class A BondsBackup Servicing Fee, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of plus any kindaccrued and unpaid Backup Servicing Fees; (v) fifth, to the payment of Noteholders, the applicable Bond Interest and Interest Carry Forward Distribution Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment Noteholders, as a distribution of principal, all remaining Available Funds, until the Bond Outstanding Note Balance of the Outstanding Class M-1 Bonds, up Notes is reduced to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind;zero; and (vii) seventh, any remaining Available Funds to the payment holder of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made;Residual Certificate. (viiib) eighthNotwithstanding the occurrence and continuation of an Event of Default, prior to the payment occurrence of the Bond Balance of the Outstanding Class M-2 Bondsan Acceleration Event, up Noteholders shall continue to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class be paid in the same priority as the distribution of Bond Interest above; and (xiimanner and priorities described in Section 3.4(a) twelfth, to the payment of the remainder, if any, to the Issuer or any other Person legally entitled theretohereof.

Application of Money Collected. If the Bonds Notes have been declared ------------------------------ due and payable following an Event of Default and such declaration and its consequences have not been rescinded and or annulled, any money collected by the Indenture Trustee with respect to such Bonds the Notes pursuant to this Article or otherwise and any other monies that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due on account of principal of, and interest on, such Bondsthe Notes, upon presentation and surrender thereof: (i) first, to the Indenture Trustee and the Owner Trustee, any unpaid Indenture Trustee's Fees Trustee Fee and unpaid Owner Trustee Fee, respectively, then due and any other amounts payable and due to the Indenture Trustee and the Owner Trustee under this IndentureIndenture and the Trust Agreement, including any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article VArticle; (ii) secondto the Insurer, any unpaid Premium Amount, then due and payable pursuant to the Insurance Agreement; (iii) to the Servicer, any amounts required to pay the Servicer for Investor Floating Allocation Percentage of any unpaid Monthly Servicing Fees then due and the Investor Floating Allocation Percentage of any unreimbursed Nonrecoverable Advances, provided the amount reimbursed with respect to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related a Mortgage Loan or pursuant to this clause (iii) shall not exceed Principal Balance of such Mortgage Loan (which, if such Mortgage Loan is a Liquidated Mortgage Loan, shall be measured at the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicertime it became a Liquidated Mortgage Loan); (iiiiv) third, to the payment of the applicable Bond Interest Distribution Amount and Note Interest Carry Forward Amount, if any, Shortfall then due and unpaid upon the Outstanding Class A Bonds Amount of the Notes through the day preceding the date on upon which such payment is made; (ivv) fourth, to the payment of the Bond Note Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon on the Outstanding Class M-1 Bonds through Amount of the day preceding the date on which such payment is madeNotes; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 BondsInsurer, up all amounts due pursuant to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kindInsurance Agreement; (vii) seventh, to the payment of Noteholders, the applicable Bond Interest and Interest Carry Net Funds Cap Carry-Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 BondsServicer, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; unreimbursed Nonrecoverable Advances not reimbursed pursuant to clause (ixiii) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest above; and (xiiix) twelfth, to the payment Certificateholders, any amount remaining on deposit in the Note Account; provided, however, that amounts distributed pursuant to clauses (i) through (ix) above shall (A) to the extent such amounts reflect collections or other recoveries in respect of interest on the Mortgage Loans, be available for such distribution only to the extent of the remainder, if any, Investor Floating Allocation Percentage of such amounts and (B) to the Issuer extent such amounts reflect collections or other recoveries in respect of principal on the Mortgage Loans, be available for such distribution only to the extent of the Investor Amount as of the date of, and after giving effect to, the immediately preceding distribution on the Notes. Any amounts not distributed pursuant to clauses (i) through (ix) above due to the above proviso shall be distributed first to the Servicer to the extent of any other Person legally entitled theretoremaining Servicing Fees then due and then to the Certificateholders to the extent of any remaining amounts.

Application of Money Collected. If (a) Subject to the Bonds following paragraph, if the Notes have been declared declared, have automatically become, or otherwise become due and payable following an Event of Default (an “Acceleration Event”) and such declaration and its consequences have Acceleration Event has not been rescinded and or annulled, any money collected by the Indenture Trustee with in respect to such Bonds pursuant to this Article or otherwise of the Trust Estate and any other monies money that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes, including without limitation the amounts on deposit in the Reserve Account, shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment distribution of the entire amount due such money on account of principal ofor interest, and interest on, such Bonds, upon presentation and surrender thereofwithout presentment of any Notes: (i) first, to the Indenture Trustee, the Custodian and the Back-Up Servicer, ratably based on their respective entitlements, any unpaid Indenture Trustee's Fees then amounts due and any other amounts payable and due to the Indenture Trustee under this Indenture, including any costs or expenses incurred by it in connection with the enforcement owing as of the remedies provided for in this Article Vsuch date; (ii) secondto the Owner Trustee, any unpaid Owner Trustee Fees; (iii) to the Administrator, any unpaid Administrator Fees; (iv) to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kindFees; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward AmountAdministrative Agent, if any, then due and any unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is madeAdministrative Agent Fees; (vi) sixth, to the payment of Noteholders, the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind;Interest Distribution Amount (vii) seventh, to the payment Noteholders, any unpaid Unused Fees and NPA Costs (other than the portion thereof related to clause (iii) of the applicable Bond Interest definition of Breakage and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is madeOther Costs); (viii) eighthon a pari passu basis (A) to the Noteholders, all remaining amounts until the Outstanding Note Balance is reduced to zero and (B) other than if the Hedge counterparty is the “Defaulting Party” or the sole “Affected Party” (as such terms are defined in the Hedge Agreement), to the payment of Hedge Counterparty, the Bond Balance of the Outstanding Class M-2 BondsHedge Termination Payment, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind;if any; and (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is madeNoteholders any NPA Costs not paid in accordance with (vii) above; (x) tenth, to the payment Owner Trustee for distribution to the owners of the Bond Balance beneficial interests in the Issuer, any remaining amounts. (b) Notwithstanding the occurrence and continuation of the Outstanding Class M-3 Bondsan Event of Default, up prior to the amount occurrence of an Acceleration Event, the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, Noteholders shall continue to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class be paid in the same priority as the distribution of Bond Interest above; and (xii) twelfth, to the payment of the remainder, if any, to the Issuer or any other Person legally entitled theretomanner and priorities described in Section 3.04 hereof.

Application of Money Collected. (a) If a Payment Default Event shall have occurred and the Bonds Indenture Trustee has not yet effected the remedies under Section 6.3(d) and Section 6.16 hereof, any money collected by the Indenture Trustee in respect of the Trust Estate and any other money that may be held thereafter by the Indenture Trustee as security for the Notes, including, without limitation, the amounts on deposit in the General Reserve Account, shall be applied, subject to Section 3.4(d), in the following order on each Payment Date: (i) to the Indenture Trustee, any unpaid Indenture Trustee Fees and any extraordinary out-of-pocket expenses and indemnities of the Indenture Trustee related to a servicing transfer (up to 40 $10,000 per Payment Date, and no more than a cumulative total of $100,000) incurred and not reimbursed as of such date; (ii) to the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees; (vi) to the Trust Owner, any accrued and unpaid Trust Owner Fees; (vii) to the Servicer, any accrued and unpaid Servicing Fees; (viii) to the Backup Servicer, any accrued and unpaid Backup Servicing Fees; (ix) to the Funding Agents, any accrued and unpaid Fees; (x) on a pari passu basis (A) to each Noteholder, its allocable share (determined taking into account only the Noteholder’s allocable share of the SOFR Bank Component Amount) of the Interest Distribution Amount with respect to the Notes and the current Payment Date and (B) to each Qualified Hedge Counterparty, its Net Hedge Payment, if any; (xi) to each Noteholder, its pro rata share of all remaining amounts until the Aggregate Outstanding Note Balance is reduced to zero; (xii) to each Qualified Hedge Counterparty, the Hedge Termination Payments required under its Hedge Agreement, if any; (xiii) to the Indenture Trustee, any extraordinary out‑of‑pocket expenses and indemnities of the Indenture Trustee not paid in accordance with clause (i) above; (xiv) to the Noteholders, to the extent applicable, amounts specified by the Funding Agents and the Servicer as payable to such Noteholders pursuant to Sections 6.1, 6.2 and 6.3 of the Note Funding Agreement; (xv) any amounts due and payable by the Issuer under the Transaction Documents, but not paid above (including, but not limited to, amounts owed by the Issuer in respect of its indemnification obligations); and (xvi) any remaining Available Funds to the Certificate Distribution Account for distribution pursuant to the Trust Agreement. (b) If (i) (A) a Payment Default Event shall have occurred or (B) the Notes shall otherwise have been declared due and payable following an Event of Default and such declaration (ii) the Indenture Trustee shall have effected a sale of the Trust Estate under Section 6.3(d) and its consequences have not been rescinded Section 6.16 hereof ((i) and annulled(ii), a “Trust Estate Liquidation Event”), any money collected by the Indenture Trustee with in respect to such Bonds pursuant to this Article or otherwise of the Trust Estate and any other monies money that may then be held or thereafter received by the Indenture 41 Trustee as security for such Bonds the Notes, including without limitation the amounts on deposit in the General Reserve Account, shall be applied applied, subject to Section 3.4(d), in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due order on account of principal of, and interest on, such Bonds, upon presentation and surrender thereofeach Payment Date: (i) first, to the Indenture Trustee, any accrued and unpaid Indenture Trustee's Fees then due Trustee Fees, expenses and any other amounts payable indemnities incurred and due to the Indenture Trustee under this Indenture, including any costs or expenses incurred by it in connection with the enforcement charged and unpaid as of the remedies provided for in this Article Vsuch date; (ii) secondto the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees; (vi) to the Trust Owner, any accrued and unpaid Trust Owner Fees; (vii) to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due accrued and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is madeServicing Fees; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 BondsBackup Servicer, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kindaccrued and unpaid Backup Servicing Fees; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward AmountsFunding Agents, if any, then due any accrued and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is madeFees; (x) tenthon a pari passu basis (A) to each Noteholder, its allocable share (determined taking into account only the Noteholder’s allocable share of the SOFR Bank Component Amount) of the Interest Distribution Amount with respect to the payment of Notes and the Bond Balance of the Outstanding Class M-3 Bondscurrent Payment Date and (B) to each Qualified Hedge Counterparty, up to the amount of the Current Bond Balance of the Class M-3 Bondsits Net Hedge Payment, ratably, without preference or priority of any kindif any; (xi) eleventhto each Noteholder, its pro rata share of all remaining amounts until the Aggregate Outstanding Note Balance is reduced to zero; (xii) to each Qualified Hedge Counterparty, the Hedge Termination Payments required under its Hedge Agreement, if any; (xiii) to the Noteholders, to the payment extent applicable, amounts specified by the Funding Agents and the Servicer as payable to such Noteholders pursuant to Sections 6.1, 6.2 and 6.3 of the aggregate amount Note Funding Agreement; (xiv) any amounts due and payable by the Issuer under the Transaction Documents, but not paid above (including, but not limited to, amounts owed by the Issuer in respect of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest aboveits indemnification obligations); and (xiixv) twelfth, any remaining Available Funds to the payment of the remainder, if any, Certificate Distribution Account for distribution pursuant to the Issuer or any other Person legally entitled theretoTrust Agreement.

Application of Money Collected. If the Bonds Notes have been declared declared, have automatically become or otherwise become due and payable following an Event of Default (an “Acceleration Event”) and such declaration and its consequences have Acceleration Event has not been rescinded and or annulled, any money collected by the Indenture Trustee with in respect to such Bonds pursuant to this Article or otherwise of the Trust Estate and any other monies money that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes, including without limitation the amounts on deposit in the Reserve Account, shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due order on account of principal of, and interest on, such Bonds, upon presentation and surrender thereofeach Payment Date: (i) first, to the Indenture TrusteeTrustee and the Custodian, ratably based on their respective entitlements, any unpaid Indenture Trustee's Fees then due and any other amounts payable and due to the Trustee Fees, Indenture Trustee under this IndentureExpenses, including any costs Custodial Fees or expenses Custodial Expenses incurred by it in connection with the enforcement and charged as of the remedies provided for in this Article Vsuch date; (ii) secondto the Back-Up Servicer, any unpaid Back-Up Servicing Fees and Transition Expenses; (iii) to the Owner Trustee, any unpaid Owner Trustee Fees and Owner Trustee Expenses; (iv) to the Administrator, any unpaid Administrator Fees; (v) to the Servicer, any amounts required to pay unpaid Servicing Fees; provided, however, that immediately after receipt of such Servicing Fees, the Servicer for shall remit the Issuer’s portion of any unpaid Monthly Servicing Fees then due and owing Lockbox Bank Fees to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is madeeach Lockbox Bank; (vi) sixth, to the payment of Class A Noteholders, the Bond Balance of the Outstanding Interest Distribution Amount for such Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kindand such Payment Date; (vii) seventh, to the payment Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the applicable Bond Class A Notes is reduced to zero and all Note Balance Write-Down Amounts applied to the Class A Notes have been reimbursed plus the Deferred Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Amount for such Class M-2 Bonds through the day preceding the date on which such payment is madeA Notes; (viii) eighth, to the payment of Class B Noteholders, the Bond Balance of the Outstanding Interest Distribution Amount for such Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kindand such Payment Date; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward AmountsClass B Noteholders, if any, then due and unpaid upon all remaining amounts until the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Note Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, B Notes is reduced to zero and all Note Balance Write-Down Amounts applied to the payment of Class B Notes have been reimbursed plus the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts Deferred Interest Amount for each such Class in the same priority as the distribution of Bond Interest aboveB Notes; and (xii) twelfth, to the payment of the remainder, if any, to the Issuer or any other Person legally entitled thereto.

Application of Money Collected. If the Bonds any Notes have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and or annulled, any money collected by the Indenture Trustee with respect to such Bonds the Notes pursuant to this Article V or otherwise and any other monies that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due on account of principal of, and interest on, such Bondsthe Notes, upon presentation and surrender thereof: (ia) firstto the Holders of the Class P Notes, any amounts representing Prepayment Charges; (b) to the Indenture Trustee and the Owner Trustee, any unpaid Indenture Trustee's Fees and unpaid Owner Trustee's Fees, respectively, then due and any other amounts payable and due to the Indenture Trustee and the Owner Trustee under this Indenture, the Trust Agreement or the Sale and Servicing Agreement, including any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article V; (iic) second, to the Master Servicer, any amounts required to pay the Master Servicer for any unpaid Monthly Servicing Fees then due and any other amounts payable and due to reimburse the Servicer for Monthly Advances previously made byMaster Servicer; (d) to the Holders of the Class A Notes, an amount equal to the Senior Interest Payment Amount; (e) to the Holders of the Class M-1 Notes, an amount equal to the sum of the Class M-1 Interest Payment Amount and not previously reimbursed or retained bythe Interest Carry Forward Amount allocable to the Class M-1 Notes; (f) to the Holders of the Class M-2 Notes, an amount equal to the sum of the Class M-2 Interest Payment Amount and the Interest Carry Forward Amount allocable to the Class M-2 Notes; (g) to the Holders of the Class B-1 Notes, an amount equal to the sum of the Class B-1 Interest Payment Amount and the Interest Carry Forward Amount allocable to the Class B-1 Notes; (h) to the Holders of the Class A Notes, until the Note Principal Balance of such Class has been reduced to zero; (i) to the Holders of the Class M-1 Notes, until the Note Principal Balance of such Class has been reduced to zero; (j) to the Holders of the Class M-2 Notes, until the Note Principal Balance of such Class has been reduced to zero; (k) to the Holders of the Class B-1 Notes, until the Note Principal Balance of such Class has been reduced to zero; (l) to the Holders of the Class A Notes, the Services and, upon aggregate of any Prepayment Interest Shortfalls and any Relief Act Interest Shortfall allocated to such Notes; (m) to the final liquidation Holders of the related Mortgage Loan or Class M-1 Notes, the final liquidation aggregate of any Prepayment Interest Shortfalls and any Relief Act Interest Shortfall allocated to such Notes; (n) to the Holders of the Trust EstateClass M-2 Notes, the aggregate of any Prepayment Interest Shortfalls and any Relief Act Interest Shortfall allocated to such Notes; (o) to the Holders of the Class B-1 Notes, the aggregate of any Prepayment Interest Shortfalls and any Relief Act Interest Shortfall allocated to such Notes; (p) to the Master Servicer, any unreimbursed Servicing Advances previously made byand Nonrecoverable Advances; and (q) to the Supplemental Interest Account, and not previously reimbursed or retained bysuch transfer to be deemed to be a distribution on the Class C Notes; such amounts on deposit in the Supplemental Interest Account to be distributed as follows: (i) to the Holders of the Class A Notes, the ServicerSupplemental Interest Amount due with respect to the Class A Notes; (ii) to the Holder of the Class M-1 Notes, the Supplemental Interest Amount due with respect to the Class M-1 Notes; (iii) third, to the payment Holder of the applicable Bond Class M-2 Notes, the Supplemental Interest and Interest Carry Forward Amount, if any, then Amount due and unpaid upon with respect to the Outstanding Class A Bonds through the day preceding the date on which such payment is madeM-2 Notes; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances Holder of the Class A BondsB-1 Notes, ratably, without preference or priority of any kind;the Supplemental Interest Amount due with respect to the Class B-1 Notes; and (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward AmountClass S Noteholders, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date any amount remaining on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class deposit in the same priority as the distribution of Bond Supplemental Interest aboveAccount; and (xiir) twelfthAny remaining amount, to the payment Holders of the remainder, if any, to the Issuer or any other Person legally entitled theretoClass R-1 Certificates.

Application of Money Collected. If the Bonds Notes have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulled, any money collected by the Indenture Trustee with respect to such Bonds pursuant to this Article or otherwise and any other monies that may then be held or thereafter received by the Indenture Trustee as security for such Bonds shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due on account of principal of, and interest on, such Bondsthe Notes, upon presentation and surrender thereof: (i) first, to the Indenture TrusteeServicer and Securities Administrator, any the unpaid Indenture TrusteeServicing Fee and Securities Administrator's Fees then Fee due and any other amounts payable and due to the Indenture Trustee under this Indenture, including any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article V; (ii) second, to the Servicer, Servicer any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due Advances and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, that are reimbursable to the Servicer (other than those included in liquidation expenses for any Liquidated Mortgage Loan and not previously reimbursed or retained by, from the Servicerrelated Liquidation Proceeds and from Insurance Proceeds) under the Servicing Agreement; (iii) thirdto the Noteholders, the Accrued Note Interest due under this Indenture; (iv) to the Noteholders, the amount of Monthly Principal for the Notes with respect to such date, in reduction of the Principal Balance until the Principal Balance is reduced to zero; (v) to the Noteholders, the Overcollateralization Deficiency, if any, due under this Indenture; (vi) to the Indenture Trustee pursuant to the terms of the Servicing Agreement, Transition Expenses in excess of $50,000, if any, and other costs and expenses, if not paid by the Servicer pursuant to the Servicing Agreement or the Custodial Agreement; and (vii) to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Principal Balance of the Outstanding Class A BondsNotes, up to the amount of Current Bond Balances of the Class A Bonds, ratablytheir Principal Balances, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest above; and (xii) twelfth, to the payment of the remainder, if any, to the Issuer or any other Person legally entitled thereto.

Application of Money Collected. If the Bonds Notes have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulled, any money collected by the Indenture Trustee with respect to such Bonds each Class of Notes pursuant to this Article or otherwise and any other monies that may then be held or thereafter received by the Indenture Trustee as security for such Bonds Class of Notes shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due on account of principal of, and interest on, such Bondsthe Notes, upon presentation and surrender thereof: (i) first, to the Indenture Trustee, any unpaid Indenture Trustee's Fees with respect to such Class then due and any other amounts payable and due to the Indenture Trustee with respect to such Class under this Indenture, including any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article V; (ii) second, to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees with respect to such Class then due and to reimburse the Servicer for related Monthly Advances previously made by, and not previously reimbursed or retained by, the Services Servicer and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances with respect to such Class previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Note Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Notes of such Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Note Balance of the Outstanding Class A BondsNotes of such Class, up to the amount of their respective Current Bond Balances of the Class A BondsNote Balances, ratably, without preference or priority of any kind; (v) fifth, to the payment Note Insurer, as subrogee to the rights of the applicable Bond Interest and Interest Carry Forward AmountNoteholders, if any(A) the aggregate amount necessary to reimburse the Note Insurer for any unreimbursed Insured Payments for such Class paid by the Note Insurer on prior Payment Dates, together with interest thereon at the "Late Payment Rate" specified in the Insurance Agreement from the date such Insured Payments were paid by the Note Insurer to such Payment Date, (B) the amount of any unpaid Note Insurer Premium for such Class then due, together with interest thereon at the "Late Payment Rate" specified in the Insurance Agreement from the date such amounts were due and unpaid upon (C) any other amounts due and owing to the Outstanding Note Insurer for such Class M-1 Bonds through under the day preceding the date on which such payment is made;Insurance Agreement; and (vi) sixth, the remainder to the Certificate Distribution Account for payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest above; and (xii) twelfth, to the payment of the remainder, if any, to the Issuer or any other Person legally entitled theretoCertificateholders.

Application of Money Collected. (a) If a Payment Default Event shall have occurred and the Bonds Indenture Trustee has not yet effected the remedies under Section 6.3(d) and Section 6.16 hereof, any money collected by the Indenture Trustee in respect of the Trust Estate (other than any amounts owed to the Servicer as Additional Servicing Compensation) and any other money that may be held thereafter by the Indenture Trustee as security for the Notes, including, without limitation, the amounts on deposit in the General Reserve Account and the Force Majeure Loan Reserve Account, shall be applied in the following order on each Payment Date: (i) to the Indenture Trustee, the Indenture Trustee Fee and any extraordinary out-of-pocket expenses and indemnities owed to the Indenture Trustee, plus any accrued and unpaid Indenture Trustee Fees with respect to prior Payment Dates; provided, however, that (i) any payments to the Indenture Trustee as reimbursement for any extraordinary out-of-pocket expenses and indemnities owed to the Indenture Trustee related to the transfer of servicing to a successor Servicer will be limited to $30,000 per calendar quarter and $100,000 in the aggregate, and (ii) payments to the Indenture Trustee as reimbursement for any other extraordinary out-of-pocket expenses and indemnities owed to the Indenture Trustee will be limited to $50,000 per calendar year so long as none of the following events has occurred: an Event of Default, acceleration of the Notes; or the liquidation of the Trust Estate pursuant to the Indenture; (ii) to the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees; (vi) to the Servicer, any accrued and unpaid Servicing Fees; (vii) to the Backup Servicer, any accrued and unpaid Backup Servicing Fees (less any amounts received from the Indenture Trustee, as successor Servicer); KL2 3337076.6 (viii) to the Class A Noteholders, the Class A Interest Distribution Amount; (ix) to the Class B Noteholders, the Class B Interest Distribution Amount; (x) to the Class C Noteholders, the Class C Interest Distribution Amount; (xi) to the Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the Class A Notes is reduced to zero; (xii) to the Class B Noteholders, all remaining amounts until the Outstanding Note Balance of the Class B Notes is reduced to zero; (xiii) to the Class C Noteholders, all remaining amounts until the Outstanding Note Balance of the Class C Notes is reduced to zero; (xiv) to the Class B Noteholders, the Deferred Interest Amount for such Class, if any; (xv) to the Class C Noteholders, the Deferred Interest Amount for such Class, if any; (xvi) to the Indenture Trustee, any extraordinary out‑of‑pocket expenses and indemnities owed to the Indenture Trustee not paid in accordance with clause (i) above; (xvii) to the Lockbox Bank, any amounts owed under the Lockbox Agreement not paid in accordance with clause (v) above; and (xviii) to the Certificate Distribution Account, any remaining Available Funds for distribution pursuant to the Trust Agreement. (b) If (i) (A) a Payment Default Event shall have occurred or (B) each Class of Notes shall otherwise have been declared due and payable following an Event of Default and such declaration (ii) the Indenture Trustee shall have effected a sale of the Trust Estate under Section 6.3(d) and its consequences have not been rescinded Section 6.16 hereof ((i) and annulled(ii), a “Trust Estate Liquidation Event”), any money collected by the Indenture Trustee with in respect of the Trust Estate (other than any amounts to such Bonds pursuant to this Article or otherwise the Servicer as Additional Servicing Compensation) and any other monies money that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes, including without limitation the amounts on deposit in the General Reserve Account and the Force Majeure Loan Reserve Account, shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due order on account of principal of, and interest on, such Bonds, upon presentation and surrender thereofeach Payment Date: (i) first, to the Indenture Trustee, any accrued and unpaid Indenture Trustee's Trustee Fees then due and any other amounts payable out-of-pocket expenses and due to the Indenture Trustee under this Indenture, including any costs or expenses indemnities incurred by it in connection with the enforcement and charged and unpaid as of the remedies provided for in this Article Vsuch date; (ii) secondto the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; KL2 3337076.6 (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees and any other amounts owed to the Lockbox Bank pursuant to the Lockbox Agreement; (vi) to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due accrued and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kindServicing Fees; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward AmountBackup Servicer, if any, then due any accrued and unpaid upon Backup Servicing Fees (less any amounts received from the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is madeIndenture Trustee, as successor Servicer); (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 BondsA Noteholders, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kindA Interest Distribution Amount; (ix) ninth, to the payment Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment A Notes is madereduced to zero; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 BondsB Noteholders, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kindB Interest Distribution Amount; (xi) eleventh, to the payment of Class B Noteholders, the aggregate amount of Available Funds Cap Carry Forward Class B Deferred Interest Amount, if any, among all Classes of Bonds in proportion ; (xii) to the respective Available Funds Cap Carry Forward Amounts for each such Class in B Noteholders, all remaining amounts until the same priority as Outstanding Note Balance of the distribution Class B Notes is reduced to zero; (xiii) to the Class C Noteholders, the Class C Interest Distribution Amount; (xiv) to the Class C Noteholders, the Class C Deferred Interest Amount, if any; (xv) to the Class C Noteholders, all remaining amounts until the Outstanding Note Balance of Bond Interest abovethe Class C Notes is reduced to zero; and (xiixvi) twelfth, to the payment of the remainderCertificate Distribution Account, if any, any remaining Available Funds for distribution pursuant to the Issuer or any other Person legally entitled theretoTrust Agreement. (c) Notwithstanding the occurrence and continuation of an Event of Default, prior to the occurrence of a Sequential Pay Event, Noteholders shall continue to be paid in the manner and priorities described in Section 3.4 hereof.

Application of Money Collected. (a) If the Bonds Notes shall otherwise have been declared due and payable following an Event of Default and such declaration the Indenture Trustee shall have effected a sale of the Trust Estate under Section 6.3(d) and its consequences have not been rescinded and annulledSection 6.16 hereof (a “Trust Estate Liquidation Event”), any money collected by the Indenture Trustee with in respect to such Bonds pursuant to this Article or otherwise of the Trust Estate and any other monies money that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes, including without limitation the amounts on deposit in the Reserve Account and payments from the Guarantor, shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due order on account of principal of, and interest on, such Bonds, upon presentation and surrender thereofeach Payment Date: (i) first, to the Indenture Trustee, any accrued and unpaid Indenture Trustee's Trustee Fees then due and any other amounts payable and due to the Indenture Trustee under this Indenture, including any costs or certain expenses incurred by it in connection with the enforcement and charged and unpaid as of the remedies provided for in this Article Vsuch date; (ii) secondto the Custodian, any accrued and unpaid Custodian Fees; (iii) to the Lockbox Bank, any accrued and unpaid Lockbox Fees; (iv) to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due accrued and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kindServicing Fees; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward AmountBackup Servicer, if any, then due any accrued and unpaid upon Backup Servicing Fees (less any amounts received from the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is madeIndenture Trustee, as successor Servicer); (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of A-1 Noteholders and the Class M-1 BondsA-2 Noteholders, ratablytheir respective Interest Distribution Amounts, without preference or priority of any kindon a pari passu and pro rata basis; (vii) seventh, to the payment Class A-1 Noteholders and the Class A-2 Noteholders, as a distribution of principal, all remaining Available Funds, on a pari passu and pro rata basis until the Outstanding Note Balance of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment Notes is made;reduced to zero; and (viii) eighthany remaining Available Funds to or at the direction of the Issuer. (b) Notwithstanding the occurrence and continuation of an Event of Default, prior to the payment occurrence of the Bond Balance of the Outstanding Class M-2 Bondsa Trust Liquidation Event, up Noteholders shall continue to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class be paid in the same priority as the distribution of Bond Interest above; and (xii) twelfth, to the payment of the remainder, if any, to the Issuer or any other Person legally entitled theretomanner and priorities described in Section 3.4 hereof.

Application of Money Collected. If the Bonds Notes have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulled, any money collected by the Indenture Trustee with respect to such Bonds each Class of Notes pursuant to this Article or otherwise and any other monies that may then be held or thereafter received by the Indenture Trustee as security for such Bonds Class of Notes shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due on account of principal of, and interest on, such BondsClass of Notes, upon presentation and surrender thereof: (i) first, to the Indenture Trustee, any unpaid Indenture Trustee's Fees then due with respect to such Class and any other amounts payable and due to the Indenture Trustee with respect to such Class under this Indenture, including any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article V; (ii) second, to the Master Servicer, any amounts required to pay the Master Servicer for any unpaid Monthly Servicing Fees with respect to such Class then due and and, upon the final liquidation of the related Home Equity Loan or the final liquidation of the Trust Estate, Servicing Advances with respect to reimburse the Servicer for Monthly Advances such Class previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Master Servicer; (iii) third, to the payment of the applicable Bond Note Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Notes of such Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Note Balance of the Outstanding Class A BondsNotes of such Class, up to the amount of their respective Current Bond Balances of the Class A BondsNote Balances, ratably, without preference or priority of any kind; (v) fifth, to the payment to the Note Insurer, as subrogee to the rights of the applicable Bond Interest and Interest Carry Forward AmountNoteholders, if any(A) the aggregate amount necessary to reimburse the Note Insurer for any unreimbursed Insured Payments for such Class paid by the Note Insurer on prior Payment Dates, together with interest thereon at the "Late Payment Rate" specified in the Insurance Agreement from the date such Insured Payments were paid by the Note Insurer to such Payment Date, (B) the amount of any unpaid Note Insurer Premium for such Class then due, together with interest thereon at the "Late Payment Rate" specified in the Insurance Agreement from the date such amounts were due and unpaid upon (C) any other amounts due and owing to the Outstanding Class M-1 Bonds through Note Insurer under the day preceding the date on which such payment is madeInsurance Agreement; (vi) sixth, if the other Class is still outstanding, the remainder to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind;Reserve Account; and (vii) seventh, the remainder to the Certificate Distribution Account for payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest above; and (xii) twelfth, to the payment of the remainder, if any, to the Issuer or any other Person legally entitled theretoCertificateholders.

Application of Money Collected. If the Bonds Notes have been declared declared, have automatically become or otherwise become due and payable following an Event of Default (an “Acceleration Event”) and such declaration and its consequences have Acceleration Event has not been rescinded and or annulled, any money collected by the Indenture Trustee with in respect to such Bonds pursuant to this Article or otherwise of the Trust Estate and any other monies money that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes, including without limitation the amounts on deposit in the Reserve Account, the Prefunding Account and the Capitalized Interest Account, shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due order on account of principal of, and interest on, such Bonds, upon presentation and surrender thereofeach Payment Date: (i) first, to the Indenture TrusteeTrustee and the Custodian, ratably based on their respective entitlements, any unpaid Indenture Trustee's Fees then due and any other amounts payable and due to the Trustee Fees, Indenture Trustee under this IndentureExpenses, including any costs Custodial Fees or expenses Custodial Expenses incurred by it in connection with the enforcement and charged as of the remedies provided for in this Article Vsuch date; (ii) secondto the Back-Up Servicer, any unpaid Back-Up Servicing Fees, indemnities and Transition Expenses; KL2 2817472.7 (iii) to the Owner Trustee, any unpaid Owner Trustee Fees and Owner Trustee Expenses; (iv) to the Administrator, any unpaid Administrator Fees; (v) to the Servicer, any amounts required to pay unpaid Servicing Fees; provided, however, that immediately after receipt of such Servicing Fees, the Servicer for shall remit the Issuer’s portion of any unpaid Monthly Servicing Fees then due and owing Lockbox Bank Fees to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is madeeach Lockbox Bank; (vi) sixth, to the payment of Class A Noteholders, the Bond Balance of the Outstanding Interest Distribution Amount for such Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kindand such Payment Date; (vii) seventh, to the payment Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the applicable Bond Class A Notes is reduced to zero and all Note Balance Write-Down Amounts applied to the Class A Notes have been reimbursed plus the Deferred Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Amount for such Class M-2 Bonds through the day preceding the date on which such payment is madeA Notes; (viii) eighth, to the payment of Class B Noteholders, the Bond Balance of the Outstanding Interest Distribution Amount for such Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kindand such Payment Date; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward AmountsClass B Noteholders, if any, then due and unpaid upon all remaining amounts until the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Note Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, B Notes is reduced to zero and all Note Balance Write-Down Amounts applied to the payment of Class B Notes have been reimbursed plus the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts Deferred Interest Amount for each such Class in the same priority as the distribution of Bond Interest aboveB Notes; and (xii) twelfth, to the payment of the remainder, if any, to the Issuer or any other Person legally entitled thereto.

Application of Money Collected. a. If a Payment Default Event shall have occurred and the Bonds Indenture Trustee has not yet effected the remedies under Section 6.3(d) and Section 6.16 hereof, any money collected by the Indenture Trustee in respect of the Trust Estate and any other money that may be held thereafter by the Indenture Trustee as security for the Notes, including, without limitation, the amounts on deposit in the Reserve Account, the Prefunding Account and the Capitalized Interest Account, shall be applied in the following order on each Payment Date: i. to the Indenture Trustee, the Indenture Trustee Fee, plus any accrued and unpaid Indenture Trustee Fees with respect to prior Payment Dates, and any out-of-pocket expenses of the Indenture Trustee incurred and not reimbursed in connection with its obligations and duties under the Indenture; ii. to the payment of the Texas franchise tax, if any, imposed on the Issuer, to the extent not paid by Silverleaf; iii. to the Servicer, the Servicing Fee, plus any accrued and unpaid Servicing Fees with respect to prior Payment Dates and to the successor Servicer, if any, the Servicer Transition Expenses, if any (up to a cumulative total of $100,000); iv. to the Backup Servicer, to the extent not previously paid, the Backup Servicing Fee, plus any accrued and unpaid Backup Servicing Fees; v. to the Class A Noteholders, the Class A Interest Distribution Amount; vi. to the Class B Noteholders, the Class B Interest Distribution Amount; vii. to the Class A Noteholders, as a distribution of principal, all remaining Available Funds, until the Outstanding Note Balance of the Class A Notes is reduced to zero; viii. to the Class B Noteholders, as a distribution of principal, all remaining Available Funds, until the Outstanding Note Balance of the Class B Notes is reduced to zero; ix. to the Indenture Trustee, any out-of-pocket expenses of the Indenture Trustee not paid in accordance with (i) above; and x. any remaining Available Funds to the holder of the Residual Certificate. b. If (i) (A) a Payment Default Event shall have occurred or (B) each Class of Notes shall otherwise have been declared due and payable following an Event of Default and such declaration (ii) the Indenture Trustee shall have effected a sale of the Trust Estate under Section 6.3(d) and its consequences have not been rescinded Section 6.16 hereof ((i) and annulled(ii), a “Trust Estate Liquidation Event”), any money collected by the Indenture Trustee with in respect to such Bonds pursuant to this Article or otherwise of the Trust Estate and any other monies money that may then be held or thereafter received hereafter by the Indenture Trustee as security for the Notes, including without limitation the amounts on deposit in the Reserve Account, the Prefunding Account and the Capitalized Interest Account (all such Bonds amounts, collectively “Default Collections”) shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due order on account of principal of, and interest on, such Bonds, upon presentation and surrender thereofeach Payment Date: (i) first, i. to the Indenture Trustee, any accrued and unpaid Indenture Trustee's Trustee Fees then due and any other amounts payable and due to out-of-pocket expenses of the Indenture Trustee under this Indenture, including any costs or expenses incurred by it in connection with and not reimbursed as of such date; ii. to the enforcement payment of the remedies provided for in this Article VTexas franchise tax, if any, imposed on the Issuer, to the extent not paid by Silverleaf; (ii) second, iii. to the Servicer, any amounts required to pay the Servicer for any accrued and unpaid Monthly Servicing Fees then due with respect to prior Payment Dates and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the successor Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and the Servicer Transition Expenses, if any (up to a cumulative total of $100,000); iv. to the Backup Servicer, any unpaid upon Backup Servicing Fees with respect to prior Payment Dates; v. to the Class A Noteholders, the Class A Interest Distribution Amount; vi. to the Class A Noteholders, as a distribution of principal, all remaining Default Collections until the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Note Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kindNotes is reduced to zero; (v) fifth, vii. to the payment Class B Noteholders, the Class B Interest Distribution Amount; viii. to the Class B Noteholders, as a distribution of the applicable Bond Interest and Interest Carry Forward Amountprincipal, if any, then due and unpaid upon all remaining Default Collections until the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Note Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, B Notes is reduced to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest abovezero; and (xii) twelfth, ix. to the payment holder of the remainderResidual Certificate, if anyany remaining amounts. c. Notwithstanding the occurrence and continuation of an Event of Default, prior to the Issuer occurrence of a Payment Default Event or any other Person legally entitled theretoSequential Pay Event, Noteholders shall continue to be paid in the manner and priorities described in Section 3.4(a) hereof.

Application of Money Collected. If the Bonds have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulled, any Any money collected by the Indenture Trustee with respect to such Bonds pursuant to this Article or otherwise Article, and any other monies moneys that may then be held or thereafter received by the Indenture Trustee as security for such Bonds Trustee, shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment distribution of the entire amount due on account of principal of, and interest on, such Bondsor interest, upon presentation of the Notes and surrender thereof: : first, on a pro rata basis, (A) to the payment of the Trustee Fee and all costs and expenses of collection incurred by the Trustee (including the reasonable fees and expenses of any counsel to the Trustee) and all other amounts due the Trustee under Section 7.06 (the parties hereto agree that when the Trustee renders services following an Indenture Event of Default under Section 6.01 (v) or (vi), compensation for such services and expenses in connection therewith are intended to constitute administrative expenses under applicable bankruptcy law) and (B) to the Back-up Trustee, payment of the applicable Backup Trustee Fee; provided that the aggregate amount payable under this clause first shall not exceed the Trustee Fee Cap; second, if the Person then acting as Servicer is not the Seller or an Affiliate of the Seller, to the payment of all unreimbursed Servicing Fees due to the Servicer; third, to the payment, pro rata, of (i) firstall accrued and unpaid interest on the outstanding Senior Note Principal Balance to the date of payment thereof, without preference or priority of any kind, and (ii) the Swap Termination Amount, if any, to each applicable Swap Provider; fourth, to the Indenture Trustee, any payment of all accrued and unpaid Indenture Trustee's Fees then due and any other amounts payable and due interest on the outstanding Subordinated Note Principal Balance to the Indenture Trustee under this Indenturedate of payment thereof, including without preference or priority of any costs or expenses incurred by it in connection with kind; fifth, solely during the enforcement of the remedies provided for in this Article V; (ii) second, to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) thirdNote Issuance Period, to the payment of the applicable Bond Interest and Interest Carry Forward AmountNon-Utilization Premium, if any, then due and unpaid upon to the Outstanding Committed Investors of Class A Bonds through A-FL Notes ratably, without preference or priority of any kind; sixth, solely during the day preceding the date on which such payment is made; (iv) fourthNote Issuance Period, to the payment of the Bond Balance Non-Utilization Premium, if any, to the Committed Investors of Class B-FL Notes ratably, without preference or priority of any kind; seventh, to the payment of the Outstanding Class A Bondsoutstanding Senior Note Principal Balance, up and any other amounts due to the amount Senior Noteholders ratably, without preference or priority of Current Bond Balances any kind; eighth, to the payment of the Class A Bondsoutstanding Subordinated Note Principal Balance, and any other amounts due to the Subordinated Noteholders ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest above; and (xii) twelfth, to the payment of the remainder, if any, to the Issuer or any other Person legally entitled thereto.

Application of Money Collected. (a) If a Payment Default Event shall have occurred and the Bonds have been declared due Indenture Trustee has not yet effected the remedies under Section 6.3(d) and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulledSection 6.16 hereof, any money collected by the Indenture Trustee with in respect to such Bonds pursuant to this Article or otherwise of the Trust Estate and any other monies money that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes, including, without limitation, the amounts on deposit in the General Reserve Account, shall be applied applied, subject to Section 3.4(d), in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due order on account of principal of, and interest on, such Bonds, upon presentation and surrender thereofeach Payment Date: (i) first, to the Indenture Trustee, any unpaid Indenture Trustee's Trustee Fees then due and any other amounts payable extraordinary out-of-pocket expenses and due to indemnities of the Indenture Trustee under this Indenturerelated to a servicing transfer (up to $10,000 per Payment Date, including any costs or expenses and no more than a cumulative total of $100,000) incurred by it in connection with the enforcement and not reimbursed as of the remedies provided for in this Article V;such date; 42 (ii) secondto the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees; (vi) to the Trust Owner, any accrued and unpaid Trust Owner Fees; (vii) to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due accrued and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is madeServicing Fees; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 BondsBackup Servicer, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kindaccrued and unpaid Backup Servicing Fees; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward AmountsFunding Agents, if any, then due any accrued and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is madeFees; (x) tenthon a pari passu basis (A) to each Noteholder, its allocable share (determined taking into account only the Noteholder’s allocable share of the Conduit Component Amount, the LIBOR Bank Component Amount and/or the Cost of Funds Bank Component Amount, as the case may be) of the Interest Distribution Amount with respect to the payment of Notes and the Bond Balance of the Outstanding Class M-3 Bondscurrent Payment Date and (B) to each Qualified Hedge Counterparty, up to the amount of the Current Bond Balance of the Class M-3 Bondsits Net Hedge Payment, ratably, without preference or priority of any kindif any; (xi) eleventhto each Noteholder, its pro rata share of all remaining amounts until the Aggregate Outstanding Note Balance is reduced to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest above; andzero; (xii) twelfthto each Qualified Hedge Counterparty, to the payment of the remainderHedge Termination Payments required under its Hedge Agreement, if any, ; (xiii) (xii) to the Issuer or Indenture Trustee, any other Person legally entitled thereto.extraordinary out‑of‑pocket expenses and indemnities of the Indenture Trustee not paid in accordance with clause (i) above;

Application of Money Collected. If the Bonds Notes have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulled, any money collected by the Indenture Trustee with respect to such Bonds each Class of Notes pursuant to this Article V or otherwise and any other monies that may then be held or thereafter received by the Indenture Trustee as security for such Bonds Class of Notes shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due on account of principal of, and interest on, such BondsClass of Notes, upon presentation and surrender thereof: (i) first, to the Indenture Trustee, any unpaid Indenture Trustee's Trustee Fees then due and any other amounts payable and due to the Indenture Trustee under this Indenture, Indenture including any amounts in respect of indemnification or reimbursement of costs and expenses including costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article VV (subject to Section 6.16 herein), and any Owner Trustee Fees then due to the extent not already paid pursuant to Section 9.01 of the Trust Agreement; (ii) second, any Swap Termination Payment payable to the ServicerSwap Provider, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicerother than a Defaulted Swap Termination Payment; (iii) third, concurrently, (a) from money collected with respect to the payment of Group I Mortgage Loans, any Accrued Note Interest pro rata to the applicable Bond Class A-1 Notes, and (b) from money collected with respect to the Group II Mortgage Loans, any Accrued Note Interest and pro rata to the Class A-2 Notes; provided, that if after making distributions pursuant to paragraph (iii) above Accrued Note Interest Carry Forward Amount, if anyis owed on the Class A Notes, then due and unpaid upon any remaining amount of money relating to the Outstanding other Group of Mortgage Loans after making distributions on the related Class of Notes will be available to pay Accrued Note Interest to the other Class of Class A Bonds through the day preceding the date on which such payment is madeNotes; (iv) fourth, concurrently, (a) from money collected with respect to the Group I Mortgage Loans, pro rata to the Class A-1 Notes as a payment of the Bond Balance principal in reduction of the Outstanding related Class A BondsNote Balances until they have been reduced to zero; provided, up that if a Group I Sequential Trigger Event is continuing, then such money will be distributed first, to the amount of Current Bond Class A-1A Notes until their Class Note Balance has been reduced to zero and second, to the Class A-1B Notes, until their Class Note Balance has been reduced to zero, and (b) from money collected with respect to the Group II Mortgage Loans, to the Class A-2 Noteholders concurrently, pro rata based on the Class Note Balances of the Class A-2A, Class A-2B and Class A-2C Notes in the aggregate, on the one hand, and the Class Note Balance of the Class A-2D Notes, on the other hand, as follows: (x) such aggregate amount to be distributed to the Class A-2A, Class A-2B and Class A-2C Notes to be distributed first, to the Class A-2A Notes until their Class Note Balance has been reduced to zero, second, to the Class A-2B Notes, until their Class Note Balance has been reduced to zero and third, to the Class A-2C Notes until their Class Note Balance has been reduced to zero; and (y) the amount to be distributed to the Class A-2D Notes to be distributed as a payment of principal; provided, that if after making distributions pursuant to paragraph (iv) above any remaining Class Note Balance is owed on the Class A BondsNotes related to a Group, ratablythen any remaining amount of money relating to the other Group of Mortgage Loans will be available to make payments of principal to the such Classes of Class A Notes, without preference or priority of any kindin accordance with the payment priorities set forth in paragraph (iv) above; (v) fifth, any Accrued Note Interest to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is madeNotes; (vi) sixth, any Accrued Note Interest to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kindM-2 Notes; (vii) seventh, any Accrued Note Interest to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is madeM-3 Notes; (viii) eighth, any Accrued Note Interest to the payment of the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kindM-4 Notes; (ix) ninth, any Accrued Note Interest to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is madeM-5 Notes; (x) tenth, any Accrued Note Interest to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kindM-6 Notes; (xi) eleventh, any remaining Class Note Balance to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest above; andM-1 Notes (xii) twelfth, any remaining Class Note Balance to the payment of the remainderClass M-2 Notes (xiii) thirteenth, if any, any remaining Class Note Balance to the Issuer or Class M-3 Notes (xiv) fourteenth, any other Person legally entitled thereto.remaining Class Note Balance to the Class M-4 Notes (xv) fifteenth, any remaining Class Note Balance to the Class M-5 Notes (xvi) sixteenth, any remaining Class Note Balance to the Class M-6 Notes; (xvii) seventeenth, concurrently, any Class A-1A Basis Risk Carry Forward Amount to the Class A-1A Notes, any Class A-1B Basis Risk Carry Forward Amount to the Class A-1B Notes, any Class A-2A Basis Risk Carry Forward Amount to the Class A-2A Notes, any Class A-2B Basis Risk Carry Forward Amount to the Class A-2B Notes, any Class A-2C Basis Risk Carry Forward Amount to the Class A-2C Notes and any Class A-2D Basis Risk Carry Forward Amount to the Class A-2D Notes pro rata by the respective Basis Risk Carry Forward Amounts due to such classes of Notes; (xviii) eighteenth, any Basis Risk Carry Forward Amount to the Class M-1 Notes; (xix) nineteenth, any Basis Risk Carry Forward Amount to the Class M-2 Notes; (xx) twentieth, any Basis Risk Carry Forward Amount to the Class M-3 Notes; (xxi) twenty-first, any Basis Risk Carry Forward Amount to the Class M-4 Notes; (xxii) twenty-second, any Basis Risk Carry Forward Amount to the Class M-5 Notes; (xxiii) twenty-third, any Basis Risk Carry Forward Amount to the Class M-6 Notes; (xxiv) twenty-fourth, any amounts due to the Indenture Trustee to the extent not paid pursuant to Section 5.07(i) hereof and any amounts due to the Owner Trustee under

Application of Money Collected. If the Bonds have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulled, any money collected by the Indenture Trustee with respect to such Bonds pursuant to this Article or otherwise and any other monies that may then be held or thereafter received by the Indenture Trustee as security for such Bonds shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due on account of principal of, and interest on, such Bonds, upon presentation and surrender thereof: (i) first, to the Indenture Trustee, any unpaid Indenture Trustee's Fees then due and any other amounts payable and due to the Indenture Trustee under this Indenture, including any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article V; (ii) second, to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of their respective Current Bond Balances of the Class A BondsBalances, ratably, without preference or priority of any kind; (v) fifth, to the payment to the Bond Insurer, as subrogee to the rights of the applicable Bondholders, (A) the aggregate amount necessary to reimburse the Bond Interest Insurer for any unreimbursed Insured Payments paid by the Bond Insurer on prior Payment Dates, together with interest thereon at the "Late Payment Rate" specified in the Insurance Agreement from the date such Insured Payments were paid by the Bond Insurer to such Payment Date, (B) the amount of any unpaid Bond Insurer Premium then due, together with interest thereon at the "Late Payment Rate" specified in the Insurance Agreement from the date such amounts were due and Interest (C) any other amounts due and owing to the Bond Insurer under the Insurance Agreement; (vi) sixth, to the payment of the entire outstanding Available Funds Cap Carry Forward Amount, if any, Amount then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind;; and (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest above; and (xii) twelfth, to the payment of the remainder, if any, to the Issuer or any other Person legally entitled thereto.

Application of Money Collected. If the Bonds have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulledAny money, any money securities or property collected by the Indenture Trustee with respect to such Bonds pursuant to this Article or otherwise Article, and any other monies moneys, securities or property that may then be held or thereafter received by the Trustee after the occurrence and continuance of an Indenture Trustee as security for such Bonds Event of Default, shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment distribution of the entire amount due on account of principal of, and interest on, such Bondsor interest, upon presentation of the Notes and surrender thereof: (i) first: FIRST, to the Indenture payment of all costs and expenses of collection incurred by the Trustee (including the reasonable fees and expenses of any counsel to the Trustee, any unpaid Indenture Trustee's Fees then due ) and any all other amounts payable due the Trustee under Section 7.06 (the parties hereto agree that when the Trustee renders services following an Indenture Event of Default under Section 6.01 (v) or (vi), compensation for such services and expenses in connection therewith are intended to constitute administrative expenses under applicable bankruptcy law); SECOND, to the payment of all unreimbursed Servicer Advances due to the Indenture Trustee under this IndentureServicer; THIRD, including any costs or expenses incurred by it only in connection with the enforcement of event that DVI is no longer the remedies provided for Servicer, and the Servicer has, in this Article V; (ii) secondits good faith and reasonable business judgment, deemed the Servicing Fee to be commercially unreasonable, then, to the Servicer, the amount agreed upon between the then Servicer and the Trustee, each in their good faith and commercially reasonable judgment, as necessary to make the Servicing Fee commercially reasonable and to cover the reasonable costs in transferring the servicing obligations; FOURTH, PRO RATA and PARI PASSU, to the payment of all accrued and unpaid Net Swap Payments (including interest on overdue Net Swap Payments), if any, to the Swap Providers; FIFTH, PARI PASSU AND PRO RATA, to the payment of all accrued and unpaid interest on the outstanding Class A Note Balance to the date of payment thereof, ratably to each Class A Noteholder, without preference or priority of any kind and to the payment of all accrued and unpaid swap termination payments to the Swap Providers under the Swap Agreement; SIXTH, to the Distribution Account, an amount equal to the excess of (x) the aggregate outstanding Class A Note Balance over (y) the Aggregate Discounted Contract Balance; SEVENTH, to the payment of all accrued and unpaid interest on the outstanding Class B Note Balance to the date of payment thereof, ratably to each Class B Noteholder, without preference or priority of any kind; EIGHTH, to the Distribution Account, an amount equal to the difference between (A) the excess of (x) the aggregate outstanding Class A Note Balance and the Class B Note Balance over (y) the Aggregate Discounted Contract Balance and (B) any amounts required paid to pay the Servicer for Distribution Account with the sixth paragraph above; NINTH, to the payment of all accrued and unpaid interest on the outstanding Class C Note Balance to the date of payment thereof, ratably to each Class C Noteholder, without preference or priority of any unpaid Monthly Servicing Fees then due and kind; TENTH, to reimburse the Servicer for Monthly Advances previously made byDistribution Account, and not previously reimbursed or retained byan amount equal to the difference between (A) the excess of (x) the aggregate outstanding Class A Note Balance, the Services andClass B Note Balance and the Class C Note Balance over (y) the Aggregate Discounted Contract Balance and (B) any amounts paid to the Distribution Account in accordance with the sixth and eighth paragraph above; ELEVENTH, upon to the final liquidation payment of all accrued and unpaid interest on the related Mortgage Loan outstanding Class D Note Balance to the date of payment thereof, ratably to each Class D Noteholder, without preference or priority of any kind; TWELFTH, to the final liquidation Distribution Account, an amount equal to the difference between (A) the excess of (x) the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained byaggregate Class A Note Balance, the Servicer; Class B Note Balance, the Class C Note Balance and the Class D Note Balance over (iiiy) thirdthe Aggregate Discounted Contract Balance and (B) any amounts paid to the Distribution Account in accordance with the sixth, eighth and tenth paragraph above; THIRTEENTH, to the payment of all accrued and unpaid interest on the outstanding Class E Note Balance to the date of payment thereof, ratably to each Class E Noteholder, without preference or priority of any kind; FOURTEENTH, to the Distribution Account, an amount equal to the difference between (A) the excess of (x) the aggregate Class A Note Balance, the Class B Note Balance, the Class C Note Balance, the Class D Note Balance and the Class E Note Balance over (y) the Aggregate Discounted Contract Balance and (B) any amounts paid to the Distribution Account in accordance with the sixth, eighth, tenth and twelfth paragraph above; FIFTEENTH, to the payment of the applicable Bond Interest outstanding Class A-1 Note Balance, and Interest Carry Forward Amount, if any, then any other amounts due and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A BondsA-1 Noteholders, ratably, without preference or priority of any kind; (v) fifth, until the Class A-1 Note Balance has been reduced to zero, then, PRO RATA and PARI PASSU, to the payment of the applicable Bond Interest outstanding Class A-2a Note Balance and Interest Carry Forward AmountClass A-2b Note Balance, if any, then and any other amounts due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the A-2a Noteholders and Class M-1 BondsA-2b Noteholders, ratably, without preference or priority of any kind; (vii) seventh, until the Class A-2a Note Balance and the Class A-2b Note Balance have been reduced to zero, then, PRO RATA and PARI PASSU, to the payment of the applicable Bond Interest outstanding Class A-3a Note Balance and Interest Carry Forward AmountClass A-3b Note Balance, if any, then and any other amounts due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of A-3a Noteholders and the Class M-2 BondsA-3b Noteholders, ratably, without preference or priority of any kind; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of until the Class M-3 Bonds, ratably, without preference or priority of any kindA-3a Note Balance and the Class A-3b Note Balance have been reduced to zero; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest above; and (xii) twelfth, to the payment of the remainder, if any, to the Issuer or any other Person legally entitled thereto.

Application of Money Collected. If the Bonds Notes have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulled, any money collected by the Indenture Trustee with respect to such Bonds each Class of Notes pursuant to this Article V or otherwise and any other monies that may then be held or thereafter received by the Indenture Trustee as security for such Bonds Class of Notes shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due on account of principal of, and interest on, such BondsClass of Notes, upon presentation and surrender thereof: (ia) first, to (x) the Indenture Trustee, any unpaid Indenture Trustee's Trustee Fees with respect to such Class then due and any other amounts payable and due to the Indenture Trustee with respect to such Class under this Indenture, including any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article VV and (y) to the Collateral Agent, any unpaid Collateral Agent Fees with respect to such Class under the Sale and Servicing Agreement; (iib) second, to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees with respect to such Class then due and to reimburse the Servicer for Monthly Periodic Advances with respect to such Class previously made by, and not previously reimbursed or retained by, the Services Servicer and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances with respect to such Class previously made by, and not previously reimbursed or retained by, the Servicer; (iiic) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, Distribution Amounts then due and unpaid upon the Outstanding Notes of such Class A Bonds through the day preceding the date on which such payment is made; (ivd) fourth, to the payment of the Bond Note Principal Balance of each of the Outstanding Class A BondsNotes of such Class, up to the amount of Current Bond Balances of the Class A Bondstheir respective unpaid Note Principal Balance, ratably, without preference or priority of any kind; (ve) fifth, to the payment Note Insurer, as subrogee to the rights of the applicable Bond Interest and Interest Carry Forward AmountNoteholders, if any(x) the aggregate amount necessary to reimburse the Note Insurer for any unreimbursed Reimbursement Amounts for such Class paid by the Note Insurer on prior Distribution Dates, together with interest thereon at the "Late Payment Rate" specified in the Insurance Agreement from the date such Reimbursement Amounts were due to the Note Insurer, to such Distribution Date, (y) the amount of any unpaid Premium Amount for such Class then due, together with interest thereon at the "Late Payment Rate" specified in the Insurance Agreement from the date such amounts were due and unpaid upon (z) any other amounts due and owing to the Outstanding Note Insurer for such Class M-1 Bonds through under the day preceding the date on which such payment is madeInsurance Agreement; (vif) sixth, for payment in respect of the other Class of Notes, in the priority set forth in this Section 5.07, to the extent of any shortfall in the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up amounts described in clauses (a) through (e) with respect to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kindsuch other Class; (viig) seventh, with respect to the Class A-1 Notes only, for payment of the applicable Bond any outstanding Class A-1 Mortgage Loan Interest and Interest Carry Forward Shortfall Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, ; with respect to the Class A-2 Notes only, for payment of the Bond Balance of the Outstanding any Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of A-2 Available Funds Cap Carry Carry-Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest above; and (xiih) twelftheighth, the remainder to the payment Holder of the remainder, if any, Trust Certificate relating to the Issuer or any other Person legally entitled theretosuch Class.

Application of Money Collected. If the Bonds Notes have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulled, any money collected by the Indenture Trustee with respect to such Bonds pursuant to this Article or otherwise and any other monies that may then be held or thereafter received by the Indenture Trustee as security for such Bonds shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due on account of principal of, and interest on, such Bondsthe Notes, upon presentation and surrender thereof: (i) first, to the Servicer and Indenture Trustee, any the unpaid Monthly Servicing Fee and Indenture Trustee's Fees then Fee due and any other amounts payable and due to the Indenture Trustee under this Indenture, including any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article V; (ii) second, to the Servicer, Servicer any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, that are reimbursable to the Servicer (other than those included in liquidation expenses for any Liquidated Mortgage Loan and not previously reimbursed or retained by, from the Servicerrelated Liquidation Proceeds and from Insurance Proceeds) under the Servicing Agreement; (iii) thirdto the PMI Insurer, the amount owing to the PMI Insurer for the premium payable in respect of the PMI Mortgage Loans; (iv) to the Note Insurer, the Note Insurer Premium due under the FSA Insurance Agreement; (v) to the Noteholders, the Note Interest due under this Indenture; (vi) to the Noteholders, the amount of Monthly Principal for the Notes with respect to such date, in reduction of the Note Balance until the Note Balance is reduced to zero; (vii) to the Note Insurer, the amount owing to the Note Insurer under the Insurance Agreement for reimbursement for prior draws made on the FSA Insurance Policy in respect of the Notes and any other amounts owing to the Note Insurer under the Insurance Agreement (including any unpaid Note Insurer Premium in respect of the Notes); (viii) to the Noteholders, the Overcollateralization Deficiency Amount, if any, due under this Indenture; (ix) to the Indenture Trustee pursuant to the terms of the Servicing Agreement, Transition Expenses in excess of $50,000, if any, and other costs and expenses, if not paid by the Servicer pursuant to the Servicing Agreement or the Custodial Agreement; and (x) to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Note Balance of the Outstanding Class A BondsNotes, up to the amount of their Current Bond Balances of the Class A Bonds, ratablyNote Balances, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest above; and (xii) twelfth, to the payment of the remainder, if any, to the Issuer or any other Person legally entitled thereto.

Application of Money Collected. If Any money collected by the Bonds have been declared due and payable Trustee pursuant to this Article following an Event of Default and such declaration and its consequences have not been rescinded and annulledDefault, any money collected by the Indenture Trustee with respect to such Bonds pursuant to this Article or otherwise and any other monies moneys that may then be held or thereafter received by the Indenture Trustee as security for such Bonds shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment distribution of the entire amount due on account of principal of, and interest on, such Bondsor interest, upon presentation of the Notes and surrender thereof: : first to the payment of all costs and expenses of collection incurred ----- by the Trustee, the Insurer and the Noteholders (iincluding the reasonable fees and expenses of any counsel to the Trustee, the Insurer and the Noteholders) firstand all fees and expenses (including legal fees and expenses) owed to the Trustee not in excess of $250,000 under this Indenture and the Assignment and Servicing Agreement; second to pay the Counterparty any amount due pursuant to the Swap ------ Documents; third to the Servicer under the Assignment and Servicing Agreement ----- (irrespective of whether IOS Capital or an Affiliate of IOS Capital is then acting as servicer), to the Indenture Trustee, any unpaid Indenture Trustee's payment of all Servicing Fees and unreimbursed Servicer Advances then due and any other amounts payable and due to such Person; fourth first, pro rata to the Indenture Trustee under this Indenturepayment of all accrued and unpaid ------ interest on the Outstanding Class A-1 Principal Amount, Outstanding Class A-2 Principal Amount, Outstanding Class A-3 Principal Amount and Outstanding Class A-4 Principal Amount, respectively, to the date of payment thereof, including (to the extent permitted by applicable law) interest on any costs or expenses incurred by it in connection with overdue installment of interest and principal from the enforcement maturity of such installment to the remedies provided for in this Article V; (ii) date of payment thereof at the rate per annum equal to the Class A-1 Note Interest Rate, Class A-2 Note Interest Rate and Class A-3 Note Interest Rate and Class A-4 Note Interest Rate, respectively, second, to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation payment of the related Mortgage Loan or the final liquidation of the Trust EstateOutstanding Class A-1 Principal Amount, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Outstanding Class A-2 Principal Amount, if any, then due and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the pro rata payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) A-3 Principal Amount and fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through A-4 Principal Amount; provided, that the day preceding Noteholders may -------- allocate such payments for interest, principal and premium at their own discretion, except that no such allocation shall affect the date on which allocation of such payment is made; (vi) sixth, amounts or future payments received by any other Noteholder; fifth to the payment of amounts then due the Bond Balance of Insurer under this ----- Indenture, including the Outstanding Class M-1 Bonds, up Insurer Premium (other than amounts referred to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind; (vii) seventh, in clause sixth below); ----- seventh to the payment of the applicable Bond Interest any fees and Interest Carry Forward Amount, if any, then due expenses (including legal fees ------- and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viiiexpenses) eighth, in excess of $250,000 owed to the payment of Trustee, any successor trustee, co-trustee or separate trustee under this Indenture and the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, to the payment of the applicable Bond Interest Assignment and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest aboveServicing Agreement; and (xii) twelfth, eighth to the payment of the remainder, if any, to the Issuer or any ------ other Person legally entitled thereto.

Application of Money Collected. (a) If a Payment Default Event shall have occurred and the Bonds have been declared due Indenture Trustee has not yet effected the remedies under Section 6.3(d) and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulledSection 6.16 hereof, any money collected by the Indenture Trustee with in respect to such Bonds pursuant to this Article or otherwise of the Collateral and any other monies money that may then be held or thereafter received by the Indenture Trustee as security for the Notes, including, without limitation, the amounts on deposit in the General Reserve Account, shall be applied in accordance with the order set forth in Section 3.4(d) hereof. (b) If (i) a Payment Default Event shall have occurred and (ii) the Indenture Trustee shall have effected a sale of the Collateral under Section 6.3(d) and Section 6.16 hereof ((i) and (ii), a “Default Acceleration Event”), any money collected by the Indenture Trustee in respect of the Collateral and any other money that may be held hereafter by the Indenture Trustee as security for the Notes, including without limitation the amounts on deposit in the General Reserve Account (all such Bonds amounts, collectively “Default Collections”) shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due order on account of principal of, and interest on, such Bonds, upon presentation and surrender thereofeach Payment Date: (i) first, to the Indenture Trustee, any accrued and unpaid Indenture Trustee's Trustee Fees then due and any other amounts payable and due to out-of-pocket expenses of the Indenture Trustee under this Indenture, including any costs or expenses incurred by it in connection with the enforcement and not reimbursed as of the remedies provided for in this Article Vsuch date; (ii) secondto the payment of the Texas franchise tax, if any, imposed on the Issuer, to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and extent not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicerpaid by Silverleaf; (iii) third, to the payment of Servicer, the applicable Bond Interest Servicing Fee, plus any accrued and Interest Carry Forward Amountunpaid Servicing Fees with respect to prior Payment Dates and to the successor servicer, if any, then due and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is madeServicer Termination Costs, if any (up to a cumulative total of $100,000); (iv) fourth, to the payment of Backup Servicer, the Bond Balance of the Outstanding Class A BondsBackup Servicing Fee, up plus any unpaid Backup Servicing Fees with respect to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kindprior Payment Dates; (v) fifth, to the payment of Class A Noteholders, the applicable Bond Class A Interest and Interest Carry Forward Distribution Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 BondsA Noteholders, up to the amount of the Current Bond Balances of the Class M-1 BondsA Deferred Interest Amount, ratably, without preference or priority of any kindif any; (vii) seventh, to the payment Class A Noteholders, all remaining Default Collections until the Outstanding Note Balance of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment A Notes is madereduced to zero; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 BondsB Noteholders, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kindB Interest Distribution Amount; (ix) ninth, to the payment of Class B Noteholders, the applicable Bond Class B Deferred Interest and Interest Carry Forward AmountsAmount, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of Class B Noteholders, all remaining Default Collections until the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Note Balance of the Class M-3 Bonds, ratably, without preference or priority of any kindB Notes is reduced to zero; (xi) eleventh, to the payment of Class C Noteholders, the aggregate amount of Available Funds Cap Carry Forward Class C Interest Distribution Amount; (xii) to the Class C Noteholders, the Class C Deferred Interest Amount, if any, among all Classes of Bonds in proportion ; (xiii) to the respective Available Funds Cap Carry Forward Amounts for each such Class in C Noteholders, all remaining Default Collections until the same priority as Outstanding Note Balance of the distribution of Bond Interest aboveClass C Notes is reduced to zero; and (xiixiv) twelfth, to the payment holder of the remainderResidual Certificate, if anyany remaining amounts. (c) Notwithstanding the occurrence and continuation of an Event of Default, prior to the Issuer occurrence of a Payment Default Event or any other Person legally entitled theretoDefault Acceleration Event, Noteholders shall continue to be paid in the manner and priorities described in Section 3.4(a) hereof.

Application of Money Collected. (a) If a Payment Default Event shall have occurred and the Bonds Indenture Trustee has not yet effected the remedies under Section 6.3(d) and Section 6.16 hereof, any money collected by the Indenture Trustee in respect of the Trust Estate and any other money that may be held thereafter by the Indenture Trustee as security for the Notes, including, without limitation, the amounts on deposit in the General Reserve Account, shall be applied in the following order on each Payment Date: (i) to the Indenture Trustee, any unpaid Indenture Trustee Fees and any extraordinary out-of-pocket expenses of the Indenture Trustee (up to $10,000 per Payment Date and no more than a cumulative total of $100,000 for Servicer Termination Costs), incurred and not reimbursed as of such date; (ii) to the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees; (vi) to the Servicer, any accrued and unpaid Servicing Fees; (vii) to the Backup Servicer, any accrued and unpaid Backup Servicing Fees (less any amounts received from the Indenture Trustee, as successor Servicer); (viii) to the Class A Noteholders, the Class A Interest Distribution Amount; (ix) to the Class B Noteholders, the Class B Interest Distribution Amount; (x) to the Class C Noteholders, the Class C Interest Distribution Amount; (xi) to the Class D Noteholders, the Class D Interest Distribution Amount; (xii) to the Class E Noteholders, the Class E Interest Distribution Amount; (xiii) to the Class F Noteholders, the Class F Interest Distribution Amount; (xiv) to the Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the Class A Notes is reduced to zero; (xv) to the Class A Noteholders, the Deferred Interest Amount for such Class, if any; (xvi) to the Class B Noteholders, all remaining amounts until the Outstanding Note Balance of the Class B Notes is reduced to zero; (xvii) to the Class B Noteholders, the Deferred Interest Amount for such Class, if any; (xviii) to the Class C Noteholders, all remaining amounts until the Outstanding Note Balance of the Class C Notes is reduced to zero; (xix) to the Class C Noteholders, the Deferred Interest Amount for such Class, if any; (xx) to the Class D Noteholders, all remaining amounts until the Outstanding Note Balance of the Class D Notes is reduced to zero; (xxi) to the Class D Noteholders, the Deferred Interest Amount for such Class, if any; (xxii) to the Class E Noteholders, all remaining amounts until the Outstanding Note Balance of the Class E Notes is reduced to zero; (xxiii) to the Class E Noteholders, the Deferred Interest Amount for such Class, if any; (xxiv) to the Class F Noteholders, all remaining amounts until the Outstanding Note Balance of the Class F Notes is reduced to zero; (xxv) to the Class F Noteholders, the Deferred Interest Amount for such Class, if any; (xxvi) to the Class G Noteholders, the Class G Interest Distribution Amount; (xxvii) to the Class G Noteholders, all remaining amounts until the Outstanding Note Balance of the Class G Notes is reduced to zero; (xxviii) to the Class G Noteholders, the Deferred Interest Amount for such Class, if any; (xxix) to the Indenture Trustee, any extraordinary out-of-pocket expenses of the Indenture Trustee not paid in accordance with (i) above; and (xxx) any remaining Available Funds to the Certificate Distribution Account for distribution pursuant to the Trust Agreement. (b) If (i) (A) a Payment Default Event shall have occurred or (B) each Class of Notes shall otherwise have been declared due and payable following an Event of Default and such declaration (ii) the Indenture Trustee shall have effected a sale of the Trust Estate under Section 6.3(d) and its consequences have not been rescinded Section 6.16 hereof ((i) and annulled(ii), a "Trust Estate Liquidation Event"), any money collected by the Indenture Trustee with in respect to such Bonds pursuant to this Article or otherwise of the Trust Estate and any other monies money that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes, including without limitation the amounts on deposit in the General Reserve Account, shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due order on account of principal of, and interest on, such Bonds, upon presentation and surrender thereofeach Payment Date: (i) first, to the Indenture Trustee, any accrued and unpaid Indenture Trustee's Trustee Fees then due and any other amounts payable and due to the Indenture Trustee under this Indenture, including any costs or certain expenses incurred by it in connection with the enforcement and charged and unpaid as of the remedies provided for in this Article Vsuch date; (ii) secondto the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees; (vi) to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due accrued and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kindServicing Fees; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward AmountBackup Servicer, if any, then due any accrued and unpaid upon Backup Servicing Fees (less any amounts received from the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is madeIndenture Trustee, as successor Servicer); (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 BondsA Noteholders, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kindA Interest Distribution Amount; (ix) ninth, to the payment of Class A Noteholders, the applicable Bond Class A Deferred Interest and Interest Carry Forward AmountsAmount, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of Class A Noteholders, all remaining amounts until the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Note Balance of the Class M-3 Bonds, ratably, without preference or priority of any kindA Notes is reduced to zero; (xi) eleventh, to the payment of Class B Noteholders, the aggregate amount of Available Funds Cap Carry Forward Class B Interest Distribution Amount; (xii) to the Class B Noteholders, the Class B Deferred Interest Amount, if any, among all Classes of Bonds in proportion ; (xiii) to the respective Available Funds Cap Carry Forward Amounts for each such Class in B Noteholders, all remaining amounts until the same priority as Outstanding Note Balance of the distribution Class B Notes is reduced to zero; (xiv) to the Class C Noteholders, the Class C Interest Distribution Amount; (xv) to the Class C Noteholders, the Class C Deferred Interest Amount, if any; (xvi) to the Class C Noteholders, all remaining amounts until the Outstanding Note Balance of Bond the Class C Notes is reduced to zero; (xvii) to the Class D Noteholders, the Class D Interest aboveDistribution Amount; (xviii) to the Class D Noteholders, the Class D Deferred Interest Amount, if any; (xix) to the Class D Noteholders, all remaining amounts until the Outstanding Note Balance of the Class D Notes is reduced to zero; (xx) to the Class E Noteholders, the Class E Interest Distribution Amount; (xxi) to the Class E Noteholders, the Class E Deferred Interest Amount, if any; (xxii) to the Class E Noteholders, all remaining amounts until the Outstanding Note Balance of the Class E Notes is reduced to zero; (xxiii) to the Class F Noteholders, the Class F Interest Distribution Amount; (xxiv) to the Class F Noteholders, the Class F Deferred Interest Amount, if any; (xxv) to the Class F Noteholders, all remaining amounts until the Outstanding Note Balance of the Class F Notes is reduced to zero; (xxvi) to the Class G Noteholders, the Class G Interest Distribution Amount; (xxvii) to the Class G Noteholders, the Class G Deferred Interest Amount, if any; (xxviii) to the Class G Noteholders, all remaining amounts until the Outstanding Note Balance of the Class G Notes is reduced to zero; and (xiixxix) twelfth, any remaining Available Funds to the payment of the remainder, if any, Certificate Distribution Account for distribution pursuant to the Issuer or any other Person legally entitled theretoTrust Agreement. (c) Notwithstanding the occurrence and continuation of an Event of Default, prior to the occurrence of a Sequential Pay Event, Noteholders shall continue to be paid in the manner and priorities described in Section 3.4 hereof.

Application of Money Collected. If Any money collected by the Bonds have been declared due and payable Trustee pursuant to this Article following an Event of Default and such declaration and its consequences have not been rescinded and annulledDefault, any money collected by the Indenture Trustee with respect to such Bonds pursuant to this Article or otherwise and any other monies moneys that may then be held or thereafter received by the Indenture Trustee as security for such Bonds shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment distribution of the entire amount due on account of principal of, and interest on, such Bondsor interest, upon presentation of the Notes and surrender thereof: : first to the payment of all costs and expenses of collection incurred ----- by the Trustee, the Insurer and the Noteholders (iincluding the reasonable fees and expenses of any counsel to the Trustee, the Insurer and the Noteholders) firstand all fees and expenses (including legal fees and expenses) owed to the Trustee not in excess of $250,000 under this Indenture and the Assignment and Servicing Agreement; second to pay the Counterparty any amount due pursuant to the Swap ------ Documents; third to the Servicer under the Assignment and Servicing Agreement ----- (irrespective of whether IOS Capital or an Affiliate of IOS Capital is then acting as servicer), to the Indenture Trustee, any unpaid Indenture Trustee's payment of all Servicing Fees and unreimbursed Servicer Advances then due and any other amounts payable and due to such Person; fourth first, pro rata to the Indenture Trustee under this Indenturepayment of all accrued and unpaid ------ interest on the Outstanding Class A-1 Principal Amount, Outstanding Class A-2 Principal Amount, Outstanding Class A-3 Principal Amount and Outstanding Class A-4 Principal Amount, respectively, to the date of payment thereof, including (to the extent permitted by applicable law) interest on any costs or expenses incurred by it in connection with overdue installment of interest and principal from the enforcement maturity of such installment to the remedies provided for in this Article V; (ii) date of payment thereof at the rate per annum equal to the Class A-1 Note Interest Rate, Class A-2 Note Interest Rate and Class A-3 Note Interest Rate and Class A-4 Note Interest Rate, respectively, second, to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation payment of the related Mortgage Loan or the final liquidation of the Trust EstateOutstanding Class A-1 Principal Amount, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Outstanding Class A-2 Principal Amount, if any, then due and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the pro rata payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) A-3 Principal Amount and fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through A-4 Principal Amount; provided, that the day preceding Noteholders may allocate such payments -------- for interest, principal and premium at their own discretion, except that no such allocation shall affect the date on which allocation of such payment is made; (vi) sixth, amounts or future payments received by any other Noteholder; fifth to the payment of amounts then due the Bond Balance of Insurer under this ----- Indenture, including the Outstanding Class M-1 Bonds, up Insurer Premium (other than amounts referred to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind; (vii) seventh, in clause sixth below); ----- seventh to the payment of the applicable Bond Interest any fees and Interest Carry Forward Amount, if any, then due expenses (including legal fees ------- and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viiiexpenses) eighth, in excess of $250,000 owed to the payment of Trustee, owed to any successor trustee, co-trustee or separate trustee under this Indenture and the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, to the payment of the applicable Bond Interest Assignment and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest aboveServicing Agreement; and (xii) twelfth, eighth to the payment of the remainder, if any, to the Issuer or any ------ other Person legally entitled thereto.

Application of Money Collected. If the Bonds Notes have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulled, any money collected by the Indenture Trustee with respect to such Bonds each Class of Notes pursuant to this Article V or otherwise and any other monies that may then be held or thereafter received by the Indenture Trustee as security for such Bonds Class of Notes shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due on account of principal of, and interest on, such BondsClass of Notes, upon presentation and surrender thereof: (ia) firstFIRST, to the Indenture Trustee, any unpaid Indenture Trustee's Trustee Fees with respect to such Class then due and any other amounts payable and due to the Indenture Trustee with respect to such Class under this Indenture, including any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article VV and to the Owner Trustee, any unpaid Owner Trustee Fees with respect to such Class then due; (iib) secondSECOND, from amounts then on deposit in the related Payment Account, to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation Holders of the related Mortgage Loan or the final liquidation Class of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained byNotes, the ServicerPayment Amount for such Class; (iiic) thirdTHIRD, from amounts then on deposit in the related Payment Account, the allocable portion of the Over-collateralization Deficit, if any, for the related Class of Notes; (d) FOURTH, from amounts then on deposit in the related Payment Account, to the Holders of the other Class of Notes, the Shortfall Amount for such other Class; (e) FIFTH, from amounts then on deposit in the related Payment Account, to the Note Insurer, the Reimbursement Amount with respect to the related Class as of such Payment Date; (f) SIXTH, from amounts then on deposit in the related Payment Account, to the Note Insurer, the Reimbursement Amount with respect to the other Class of Notes as of such Payment Date; (g) SEVENTH, from amounts then on deposit in the related Payment Account, the Over-collateralization Increase Amount for the related Class of Notes; (h) EIGHTH, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Note Principal Balance of the Outstanding Class A BondsNotes of such Class, up to the amount of Current Bond Balances of the Class A Bondstheir unpaid Note Principal Balance, ratably, without preference or priority of any kind; (vi) fifthNINTH, from amounts then on deposit in the related Payment Account, to the payment of the applicable Bond Interest and Interest Carry Forward Reserve Account, Reserve Payment Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vij) sixthTENTH, with respect to the Class A-2 Notes, from amounts then on deposit in the related Payment Account, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances Holders of the Class M-1 BondsA-2 Notes, ratably, without preference or priority of any kindthe Class A-2 Available Funds Cap Carry-Forward Amount; (viik) seventhELEVENTH, from: (A) amounts then on deposit in the Payment Account related to the Class A-1 Notes, to the payment of Master Servicer, any amount due to it with respect to the applicable Bond Interest and Interest Carry Forward AmountGroup 1 Mortgage Loans, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made;and (viiiB) eighthamounts then on deposit in the Payment Account related to the Class A-2 Notes, to the payment of the Bond Balance of the Outstanding Class M-2 BondsMaster Servicer, up any amount due to it with respect to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest aboveGroup 2 Mortgage Loans; and (xiil) twelfthTWELFTH, following the making by the Indenture Trustee of all allocations, transfers and disbursements described above, from amounts then on deposit in each Payment Account, the Indenture Trustee shall distribute to or at the payment direction of the remainderCertificateholders (as identified in the Certificate Register maintained by the Owner Trustee), the amount remaining on such Payment Date in each Payment Account, if any, to the Issuer or any other Person legally entitled thereto.

Application of Money Collected. If the Bonds Notes have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulled, any money collected by the Indenture Trustee with respect to such Bonds the Notes pursuant to this Article V or otherwise and any other monies that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due on account of principal of, and interest on, such Bondsthe Notes, upon presentation and surrender thereof: (ia) first, to the Indenture Trustee, any unpaid Indenture Trustee's Trustee Fees then due and any other amounts payable and due to the Indenture Trustee under this Indenture, including any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article V; (iib) second, to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Periodic Advances previously made by, and not previously reimbursed to or retained by, the Services Servicer and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed to or retained by, the Servicer; (iiic) third, to the payment of the applicable Bond Class A Interest and Interest Carry Forward Amount, if any, Payment Amounts then due and unpaid upon the Outstanding Class A Bonds Notes through the day preceding the date on which such payment is made ratably, without preference or priority of any kind; (d) fourth, to the payment of the Note Principal Balance of each of the Outstanding Notes, up to the amount of their respective unpaid Note Principal Balance, ratably, without preference or priority of any kind; (e) fifth, to the Note Insurer, as subrogee to the rights of the Noteholders, (x) the aggregate amount necessary to reimburse the Note Insurer for any unreimbursed Reimbursement Amounts paid by the Note Insurer on prior Payment Dates, together with interest thereon at the "Late Payment Rate" specified in the Insurance Agreement from the date such Reimbursement Amounts were due to the Note Insurer to such Payment Date, (y) the amount of any unpaid Premium Amount then due, together with interest thereon at the "Late Payment Rate" specified in the Insurance Agreement from the date such amounts were due to such Payment Date and (z) any other amounts due and owing to the Note Insurer under the Insurance Agreement; (f) sixth, to the payment of any Net Mortgage Loan Interest Shortfalls, through the day preceding the date on which such payment is made; (ivg) fourthseventh, with respect to the Class A-2 Notes only, to the payment of the Bond Balance of the Outstanding any Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of A-2 Available Funds Cap Carry Carry-Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest above; and (xiih) twelftheighth, the remainder to the payment Holders of the remainder, if any, to the Issuer or any other Person legally entitled theretoTrust Certificates.

Application of Money Collected. If the Bonds Notes have been declared declared, have automatically become or otherwise become due and payable following an Event of Default (an “Acceleration Event”) and such declaration and its consequences have Acceleration Event has not been rescinded and or annulled, any money collected by the Indenture Trustee with in respect to such Bonds pursuant to this Article or otherwise of the Trust Estate and any other monies money that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes, including without limitation the amounts on deposit in the Reserve Account, shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due order on account of principal of, and interest on, such Bonds, upon presentation and surrender thereofeach Payment Date: (i) first, to the Indenture TrusteeTrustee and the Custodian, ratably based on their respective entitlements, any unpaid Indenture Trustee's Fees then due and any other amounts payable and due to the Trustee Fees, Indenture Trustee under this IndentureExpenses, including any costs Custodial Fees or expenses Custodial Expenses incurred by it in connection with the enforcement and charged as of the remedies provided for in this Article Vsuch date; (ii) secondto the Back-Up Servicer, any unpaid Back-Up Servicing Fees, Back-Up Servicer Expenses and Transition Expenses; (iii) to the Owner Trustee, any unpaid Owner Trustee Fees and Owner Trustee Expenses; (iv) to the Administrator, any unpaid Administrator Fees; (v) to the Servicer, any amounts required to pay unpaid Servicing Fees; provided, however, that immediately after receipt of such Servicing Fees, the Servicer for shall remit the Issuer’s portion of any unpaid Monthly Servicing Fees then due and owing Lockbox Bank Fees to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is madeeach Lockbox Bank; (vi) sixth, to the payment of Class A Noteholders, the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of Interest Distribution Amount for the Class M-1 Bonds, ratably, without preference or priority of any kindA Notes and for such Payment Date; (vii) seventh, to the payment Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the applicable Bond Class A Notes is reduced to zero and all Note Balance Write-Down Amounts applied to the Class A Notes have been reimbursed plus the Deferred Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Amount for such Class M-2 Bonds through the day preceding the date on which such payment is madeA Notes; (viii) eighth, to the payment of Class B Noteholders, the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of Interest Distribution Amount for the Class M-2 Bonds, ratably, without preference or priority of any kindB Notes and for such Payment Date; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward AmountsClass B Noteholders, if any, then due and unpaid upon all remaining amounts until the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Note Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, B Notes is reduced to zero and all Note Balance Write-Down Amounts applied to the payment of Class B Notes have been reimbursed plus the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts Deferred Interest Amount for each such Class in the same priority as the distribution of Bond Interest aboveB Notes; and (xii) twelfth, to the payment of the remainder, if any, to the Issuer or any other Person legally entitled thereto.

Application of Money Collected. If the Bonds have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulled, any (a) Any money collected by the Indenture Collateral Trustee with respect to such Bonds pursuant to this Article or otherwise and any other monies that may then be held or thereafter received by the Indenture Trustee as security for such Bonds shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment distribution of the entire amount due such money on account of principal of(or premium, and interest on, such Bondsif any) or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof: (i) thereof if fully paid: first, such payment as shall be required to reimburse the Collateral Trustee for any tax, expense, charge or other loss incurred by the Collateral Trustee (to the Indenture Trusteeextent not previously reimbursed) (including, without limitation, the expenses of any unpaid Indenture Trustee's Fees then due sale, taking or other proceeding, attorneys' fees and expenses, court costs, and any other amounts payable and due expenditures incurred or expenditures or advances made by the Collateral Trustee in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Collateral Trustee, liquidated or otherwise, upon the Event of Default giving rise to such acceleration) shall be applied by the Collateral Trustee in reimbursement of such expenses; second, such payment as shall be required to reimburse the Indenture Trustee for any tax, expense, charge or other loss incurred (to the extent not previously reimbursed and including, without limitation, the expenses of any sale, taking or other proceeding, attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Trustee in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Trustee liquidated or otherwise, upon the Event of Default giving rise to such acceleration under Section 502) shall be distributed to the Trustee for its own account. third, such payment remaining as shall be required to pay in full the aggregate amount of fees and expenses payable to the Collateral Trustee and the Indenture pursuant to the terms of this Indenture, including any costs or expenses incurred by it in connection with as the enforcement case may be (other than the amounts payable pursuant to clauses "first" and "second" of the remedies provided for in this Article V; (ii) secondSection 506), shall be distributed to the ServicerCollateral Trustee or Trustee, any amounts as the case may be; fourth, such payment remaining as shall be required to pay in full the Servicer for any aggregate amount of all accrued but unpaid Monthly Servicing Fees then due and interest to reimburse the Servicer for Monthly Advances previously made bydate of distribution on the Securities, and not previously reimbursed or retained bythen to pay in full the aggregate outstanding amount of principal of the Securities; and fifth, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amountbalance, if any, then due and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which of any such payment is made;remaining thereafter ----- shall be distributed to the Company. (ivb) fourth, Any payments received or held by the Collateral Trustee for which no provision as to the application thereof is made in this Indenture shall be distributed by the Collateral Trustee (i) to the extent received or realized at any time prior to the payment in full of all Secured Obligations, in the Bond Balance order of the Outstanding Class A Bonds, up priority specified in Section 506 and (ii) to the amount extent received or realized at any time after payment in full of Current Bond Balances of the Class A Bondsall Secured Obligations, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as following order of priority: first, in the distribution manner provided in clause "first" of Bond Interest above; and (xii) twelfthSection 506 and second, to in the payment manner provided in clause "fifth" of the remainder, if any, to the Issuer or any other Person legally entitled theretoSection 506.

Application of Money Collected. If the Bonds Notes have been declared declared, have automatically become or otherwise become due and payable following an Event of Default (an “Acceleration Event”) and such declaration and its consequences have Acceleration Event has not been rescinded and or annulled, any money collected by the Indenture Trustee with in respect to such Bonds pursuant to this Article or otherwise of the Trust Estate and any other monies money that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes, including without limitation the amounts on deposit in the Reserve Account, the Prefunding Account and the Capitalized Interest Account shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due order on account of principal of, and interest on, such Bonds, upon presentation and surrender thereofeach Payment Date: (i) first, to the Indenture TrusteeTrustee and the Custodian, ratably based on their respective entitlements, any unpaid Indenture Trustee's Fees then due and any other amounts payable and due to the Trustee Fees, Indenture Trustee under this IndentureExpenses, including any costs Custodial Fees or expenses Custodial Expenses incurred by it in connection with the enforcement and charged as of the remedies provided for in this Article Vsuch date; (ii) secondto the Back-Up Servicer, any unpaid Back-Up Servicing Fees, Back-Up Servicer Expenses and Transition Expenses; (iii) to the Owner Trustee, any unpaid Owner Trustee Fees and Owner Trustee Expenses; (iv) to the Administrator, any unpaid Administrator Fees; (v) to the Servicer, any amounts required to pay unpaid Servicing Fees; provided, however, that immediately after receipt of such Servicing Fees, the Servicer for shall remit the Issuer’s portion of any unpaid Monthly Servicing Fees then due and owing Lockbox Bank Fees to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is madeeach Lockbox Bank; (vi) sixth, to the payment of Class A Noteholders, the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of Interest Distribution Amount for the Class M-1 Bonds, ratably, without preference or priority of any kindA Notes and for such Payment Date; (vii) seventh, to the payment Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the applicable Bond Class A Notes is reduced to zero and all Note Balance Write-Down Amounts applied to the Class A Notes have been reimbursed plus the Deferred Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Amount for such Class M-2 Bonds through the day preceding the date on which such payment is madeA Notes; (viii) eighth, to the payment of Class B Noteholders, the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of Interest Distribution Amount for the Class M-2 Bonds, ratably, without preference or priority of any kindB Notes and for such Payment Date; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward AmountsClass B Noteholders, if any, then due and unpaid upon all remaining amounts until the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Note Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, B Notes is reduced to zero and all Note Balance Write-Down Amounts applied to the payment of Class B Notes have been reimbursed plus the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts Deferred Interest Amount for each such Class in the same priority as the distribution of Bond Interest aboveB Notes; and (xii) twelfth, to the payment of the remainder, if any, to the Issuer or any other Person legally entitled thereto.

Application of Money Collected. (a) If a Payment Default Event shall have occurred and the Bonds Indenture Trustee has not yet effected the remedies under Section 6.3(d) and Section 6.16 hereof, any money collected by the Indenture Trustee in respect of the Trust Estate and any other money that may be held thereafter by the Indenture Trustee as security for the Notes, including, without limitation, the amounts on deposit in the General Reserve Account and the Force Majeure Loan Reserve Account, shall be applied in the following order on each Payment Date: (i) to the Indenture Trustee, any unpaid Indenture Trustee Fees and any extraordinary out-of-pocket expenses of the Indenture Trustee (up to $10,000 per Payment Date and no more than a cumulative total of $100,000 for Servicer Termination Costs), incurred and not reimbursed as of such date; (ii) to the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees; (vi) to the Servicer, any accrued and unpaid Servicing Fees; (vii) to the Backup Servicer, any accrued and unpaid Backup Servicing Fees (less any amounts received from the Indenture Trustee, as successor Servicer); (viii) to the Class A Noteholders, the Class A Interest Distribution Amount; (ix) to the Class B Noteholders, the Class B Interest Distribution Amount; (x) to the Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the Class A Notes is reduced to zero; (xi) to the Class B Noteholders, all remaining amounts until the Outstanding Note Balance of the Class B Notes is reduced to zero; (xii) to the Class B Noteholders, the Deferred Interest Amount for such Class, if any; (xiii) to the Indenture Trustee, any extraordinary out-of-pocket expenses of the Indenture Trustee not paid in accordance with (i) above; and (xiv) any remaining Available Funds to the Certificate Distribution Account for distribution pursuant to the Trust Agreement. (b) If (i) (A) a Payment Default Event shall have occurred or (B) each Class of Notes shall otherwise have been declared due and payable following an Event of Default and such declaration (ii) the Indenture Trustee shall have effected a sale of the Trust Estate under Section 6.3(d) and its consequences have not been rescinded Section 6.16 hereof ((i) and annulled(ii), a “Trust Estate Liquidation Event”), any money collected by the Indenture Trustee with in respect to such Bonds pursuant to this Article or otherwise of the Trust Estate and any other monies money that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes, including without limitation the amounts on deposit in the General Reserve Account and the Force Majeure Loan Reserve Account, shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due order on account of principal of, and interest on, such Bonds, upon presentation and surrender thereofeach Payment Date: (i) first, to the Indenture Trustee, any accrued and unpaid Indenture Trustee's Trustee Fees then due and any other amounts payable and due to the Indenture Trustee under this Indenture, including any costs or certain expenses incurred by it in connection with the enforcement and charged and unpaid as of the remedies provided for in this Article Vsuch date; (ii) secondto the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees; (vi) to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due accrued and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kindServicing Fees; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward AmountBackup Servicer, if any, then due any accrued and unpaid upon Backup Servicing Fees (less any amounts received from the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is madeIndenture Trustee, as successor Servicer); (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 BondsA Noteholders, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kindA Interest Distribution Amount; (ix) ninth, to the payment Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment A Notes is madereduced to zero; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 BondsB Noteholders, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kindB Interest Distribution Amount; (xi) eleventh, to the payment of Class B Noteholders, the aggregate amount of Available Funds Cap Carry Forward Class B Deferred Interest Amount, if any, among all Classes of Bonds in proportion ; (xii) to the respective Available Funds Cap Carry Forward Amounts for each such Class in B Noteholders, all remaining amounts until the same priority as Outstanding Note Balance of the distribution of Bond Interest aboveClass B Notes is reduced to zero; and (xiixiii) twelfth, any remaining Available Funds to the payment of the remainder, if any, Certificate Distribution Account for distribution pursuant to the Issuer or any other Person legally entitled theretoTrust Agreement. (c) Notwithstanding the occurrence and continuation of an Event of Default, prior to the occurrence of a Sequential Pay Event, Noteholders shall continue to be paid in the manner and priorities described in Section 3.4 hereof.

Application of Money Collected. (a) If a Payment Default Event shall have occurred and the Bonds Indenture Trustee has not yet effected the remedies under Section 6.3(d) and Section 6.16 hereof, any money collected by the Indenture Trustee in respect of the Trust Estate (other than any amounts owed to the Servicer as Additional Servicing Compensation) and any other money that may be held thereafter by the Indenture Trustee as security for the Notes, including, without limitation, the amounts on deposit in the General Reserve Account and the Force Majeure Loan Reserve Account, shall be applied in the following order on each Payment Date: (i) to the Indenture Trustee, the Indenture Trustee Fee and any extraordinary out-of-pocket expenses and indemnities of the Indenture Trustee, plus any accrued and unpaid Indenture Trustee Fees with respect to prior Payment Dates; provided, however, that (i) any payments to the Indenture Trustee as reimbursement for any extraordinary out-of-pocket expenses and indemnities owed to the Indenture Trustee related to the transfer of servicing to a successor Servicer will be limited to $30,000 per calendar quarter and $100,000 in the aggregate; and (ii) payments to the Indenture Trustee as reimbursement for any other extraordinary out-of-pocket expenses and indemnities owed to the Indenture Trustee will be limited to $20,000 per calendar year so long as none of the following has occurred: an Event of Default, acceleration of the Notes or the liquidation of the Trust Estate pursuant to the Indenture; (ii) to the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees; (vi) to the Servicer, any accrued and unpaid Servicing Fees; (vii) to the Backup Servicer, any accrued and unpaid Backup Servicing Fees (less any amounts received from the Indenture Trustee, as successor Servicer); (viii) to the Class A Noteholders, the Class A Interest Distribution Amount; (ix) to the Class B Noteholders, the Class B Interest Distribution Amount; (x) to the Class C Noteholders, the Class C Interest Distribution Amount; (xi) to the Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the Class A Notes is reduced to zero; (xii) to the Class B Noteholders, all remaining amounts until the Outstanding Note Balance of the Class B Notes is reduced to zero; (xiii) to the Class C Noteholders, all remaining amounts until the Outstanding Note Balance of the Class C Notes is reduced to zero; (xiv) to the Class B Noteholders, the Deferred Interest Amount for such Class, if any; (xv) to the Class C Noteholders, the Deferred Interest Amount for such Class, if any; (xvi) to the Indenture Trustee, any extraordinary out‑of‑pocket expenses and indemnities owed to the Indenture Trustee not paid in accordance with clause (i) above; (xvii) to the Lockbox Bank, any amounts owed under the Lockbox Agreement not paid in accordance with clause (v) above; and (xviii) to the Certificate Distribution Account, any remaining Available Funds for distribution pursuant to the Trust Agreement. (b) If (i) (A) a Payment Default Event shall have occurred or (B) each Class of Notes shall otherwise have been declared due and payable following an Event of Default and such declaration (ii) the Indenture Trustee shall have effected a sale of the Trust Estate under Section 6.3(d) and its consequences have not been rescinded Section 6.16 hereof ((i) and annulled(ii), a “Trust Estate Liquidation Event”), any money collected by the Indenture Trustee with in respect of the Trust Estate (other than any amounts to such Bonds pursuant to this Article or otherwise the Servicer as Additional Servicing Compensation) and any other monies money that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes, including without limitation the amounts on deposit in the General Reserve Account and the Force Majeure Loan Reserve Account, shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due order on account of principal of, and interest on, such Bonds, upon presentation and surrender thereofeach Payment Date: (i) first, to the Indenture Trustee, any accrued and unpaid Indenture Trustee Fees and out-of-pocket expenses and indemnities incurred and charged and unpaid as of such date; 55 (ii) to the Owner Trustee's , any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees then due and any other amounts payable and due owed to the Indenture Trustee under this Indenture, including any costs or expenses incurred by it in connection with Lockbox Bank pursuant to the enforcement of the remedies provided for in this Article VLockbox Agreement; (iivi) second, to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due accrued and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kindServicing Fees; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward AmountBackup Servicer, if any, then due any accrued and unpaid upon Backup Servicing Fees (less any amounts received from the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is madeIndenture Trustee, as successor Servicer); (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 BondsA Noteholders, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kindA Interest Distribution Amount; (ix) ninth, to the payment Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment A Notes is madereduced to zero; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 BondsB Noteholders, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kindB Interest Distribution Amount; (xi) eleventh, to the payment of Class B Noteholders, the aggregate amount of Available Funds Cap Carry Forward Class B Deferred Interest Amount, if any, among all Classes of Bonds in proportion ; (xii) to the respective Available Funds Cap Carry Forward Amounts for each such Class in B Noteholders, all remaining amounts until the same priority as Outstanding Note Balance of the distribution Class B Notes is reduced to zero; (xiii) to the Class C Noteholders, the Class C Interest Distribution Amount; (xiv) to the Class C Noteholders, the Class C Deferred Interest Amount, if any; (xv) to the Class C Noteholders, all remaining amounts until the Outstanding Note Balance of Bond Interest abovethe Class C Notes is reduced to zero; and (xiixvi) twelfth, to the payment of the remainderCertificate Distribution Account, if any, any remaining Available Funds for distribution pursuant to the Issuer or any other Person legally entitled theretoTrust Agreement. (c) Notwithstanding the occurrence and continuation of an Event of Default, prior to the occurrence of a Sequential Pay Event, Noteholders shall continue to be paid in the manner and priorities described in Section 3.4 hereof.

Application of Money Collected. (a) If a Payment Default Event shall have occurred and the Bonds Indenture Trustee has not yet effected the remedies under Section 6.3(d) and Section 6.16 hereof, any money collected by the Indenture Trustee in respect of the Trust Estate and any other money that may be held thereafter by the Indenture Trustee as security for the Notes, including, without limitation, the amounts on deposit in the General Reserve Account and the Class D Reserve Account (which shall only be available to pay shortfalls on the Class D Interest Distribution Amount and principal on the Class D Notes), shall be applied in the following order on each Payment Date: (i) to the Indenture Trustee, any unpaid Indenture Trustee Fees and any extraordinary out-of-pocket expenses of the Indenture Trustee related to a servicing transfer (up to $10,000 per Payment Date, and no more than a cumulative total of $100,000) incurred and not reimbursed as of such date; (ii) to the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees; (vi) to the Servicer, any accrued and unpaid Servicing Fees; (vii) to the Backup Servicer, any accrued and unpaid Backup Servicing Fees; (viii) to the Class A Noteholders, the Class A Interest Distribution Amount; (ix) to the Class B Noteholders, the Class B Interest Distribution Amount; (x) to the Class C Noteholders, the Class C Interest Distribution Amount; (xi) to the Class D Noteholders, the Class D Interest Distribution Amount; (xii) to the Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the Class A Notes is reduced to zero; (xiii) to the Class B Noteholders, all remaining amounts until the Outstanding Note Balance of the Class B Notes is reduced to zero; (xiv) to the Class C Noteholders, all remaining amounts until the Outstanding Note Balance of the Class C Notes is reduced to zero; (xv) to the Class D Noteholders, all remaining amounts until the Outstanding Note Balance of the Class D Notes is reduced to zero; (xvi) to (a) the Class A Noteholders, (b) the Class B Noteholders, (c) the Class C Noteholders and (d) the Class D Noteholders, in that order, the Deferred Interest Amount for such Class, if any; (xvii) to the Indenture Trustee, any extraordinary out-of-pocket expenses of the Indenture Trustee not paid in accordance with (i) above; and (xviii) to the Owner Trustee, any remaining amounts, in accordance with the Trust Agreement. (b) If (i) (A) a Payment Default Event shall have occurred or (B) each Class of Notes shall otherwise have been declared due and payable following an Event of Default and such declaration (ii) the Indenture Trustee shall have effected a sale of the Trust Estate under Section 6.3(d) and its consequences have not been rescinded Section 6.16 hereof ((i) and annulled(ii), a "Trust Estate Liquidation Event"), any money collected by the Indenture Trustee with in respect to such Bonds pursuant to this Article or otherwise of the Trust Estate and any other monies money that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes, including without limitation the amounts on deposit in the General Reserve Account and the Class D Reserve Account (which shall only be available to pay shortfalls on the Class D Interest Distribution Amount and principal on the Class D Notes), shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due order on account of principal of, and interest on, such Bonds, upon presentation and surrender thereofeach Payment Date: (i) first, to the Indenture Trustee, any unpaid Indenture Trustee's Trustee Fees then due and any other amounts payable and due to the Indenture Trustee under this Indenture, including any costs or expenses incurred by it in connection with the enforcement and charged and unpaid as of the remedies provided for in this Article Vsuch date; (ii) secondto the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bait, any accrued and unpaid Lockbox Fees; (vi) to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due accrued and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kindServicing Fees; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward AmountBackup Servicer, if any, then due any accrued and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is madeBackup Servicing Fees; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 BondsA Noteholders, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kindA Interest Distribution Amount; (ix) ninth, to the payment of Class A Noteholders, the applicable Bond Class A Deferred Interest and Interest Carry Forward AmountsAmount, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of Class A Noteholders, all remaining amounts until the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Note Balance of the Class M-3 Bonds, ratably, without preference or priority of any kindA Notes is reduced to zero; (xi) eleventh, to the payment of Class B Noteholders, the aggregate amount of Available Funds Cap Carry Forward Class B Interest Distribution Amount; (xii) to the Class B Noteholders, the Class B Deferred Interest Amount, if any, among all Classes of Bonds in proportion ; (xiii) to the respective Available Funds Cap Carry Forward Amounts for each such Class in B Noteholders, all remaining amounts until the same priority as Outstanding Note Balance of the distribution Class B Notes is reduced to zero; (xiv) to the Class C Noteholders, the Class C Interest Distribution Amount; (xv) to the Class C Noteholders, the Class C Deferred Interest Amount, if any; (xvi) to the Class C Noteholders, all remaining amounts until the Outstanding Note Balance of Bond the Class C Notes is reduced to zero; (xvii) to the Class D Noteholders, the Class D Interest aboveDistribution Amount; (xviii) to the Class D Noteholders, the Class D Deferred Interest Amount if any; (xix) to the Class D Noteholders, all remaining amounts until the outstanding Note Balance of the Class D Notes is reduced to zero; and (xiixx) twelfth, to the payment Owner Trustee, any remaining amounts, in accordance with the Trust Agreement. (c) Notwithstanding the occurrence and continuation of the remainderan Event of Default, if any, prior to the Issuer or any other Person legally entitled theretooccurrence of a Sequential Pay Event, Noteholders shall continue to be paid in the manner and priorities described in Section 3.4 hereof.

Application of Money Collected. (a) If a Payment Default Event shall have occurred and the Bonds Indenture Trustee has not yet effected the remedies under Section 6.3(d) and Section 6.16 hereof, any money collected by the Indenture Trustee in respect of the Trust Estate and any other money that may be held thereafter by the Indenture Trustee as security for the Notes, including, without limitation, the amounts on deposit in the General Reserve Account, shall be applied in the following order on each Payment Date: (i) to the Indenture Trustee, any unpaid Indenture Trustee Fees and any extraordinary out-of-pocket expenses of the Indenture Trustee related to a servicing transfer (up to $10,000 per Payment Date, and no more than a cumulative total of $100,000) incurred and not reimbursed as of such date; (ii) to the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees; (vi) to the Servicer, any accrued and unpaid Servicing Fees; (vii) to the Backup Servicer, any accrued and unpaid Backup Servicing Fees; (viii) to the Agent and the Placement Agent, any accrued and unpaid Fees; (ix) to the Class A Noteholders, the Class A Interest Distribution Amount; (x) to the Class B Noteholders, the Class B Interest Distribution Amount; (xi) to the Class C Noteholders, the Class C Interest Distribution Amount; (xii) to the Class D Noteholders, the Class D Interest Distribution Amount; (xiii) to the Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the Class A Notes is reduced to zero; (xiv) to the Class B Noteholders, all remaining amounts until the Outstanding Note Balance of the Class B Notes is reduced to zero; (xv) to the Class C Noteholders, all remaining amounts until the Outstanding Note Balance of the Class C Notes is reduced to zero; (xvi) to the Class D Noteholders, all remaining amounts until the Outstanding Note Balance of the Class D Notes is reduced to zero; (xvii) to the Indenture Trustee, any extraordinary out-of-pocket expenses of the Indenture Trustee not paid in accordance with (i) above; (xviii) to the Class A Noteholders, the Class B Noteholders, the Class C Noteholders, the Class D Noteholders, to the extent applicable, amounts specified by the Agent and the Servicer as payable to such Noteholders pursuant to Sections 6.1, 6.2 and 6.3 of the Note Funding Agreement; and (xix) to the Owner Trustee, any remaining amounts, in accordance with the Trust Agreement. (b) If (i) (A) a Payment Default Event shall have occurred or (B) each Class of Notes shall otherwise have been declared due and payable following an Event of Default and such declaration (ii) the Indenture Trustee shall have effected a sale of the Trust Estate under Section 6.3(d) and its consequences have not been rescinded Section 6.16 hereof ((i) and annulled(ii), a "Trust Estate Liquidation Event"), any money collected by the Indenture Trustee with in respect to such Bonds pursuant to this Article or otherwise of the Trust Estate and any other monies money that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes, including without limitation the amounts on deposit in the General Reserve Account, shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due order on account of principal of, and interest on, such Bonds, upon presentation and surrender thereofeach Payment Date: (i) first, to the Indenture Trustee, any unpaid Indenture Trustee's Trustee Fees then due and any other amounts payable and due to the Indenture Trustee under this Indenture, including any costs or expenses incurred by it in connection with the enforcement and charged and unpaid as of the remedies provided for in this Article Vsuch date; (ii) secondto the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees; (vi) to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due accrued and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kindServicing Fees; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward AmountBackup Servicer, if any, then due any accrued and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is madeBackup Servicing Fees; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 BondsAgent, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kindaccrued and unpaid Fees; (ix) ninth, to the payment of Class A Noteholders, the applicable Bond Class A Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is madeDistribution Amount; (x) tenth, to the payment of the Bond Balance of Class A Noteholders, all remaining amounts until the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Note Balance of the Class M-3 Bonds, ratably, without preference or priority of any kindA Notes is reduced to zero; (xi) eleventhto the Class B Noteholders, the Class B Interest Distribution Amount; (xii) to the Class B Noteholders, all remaining amounts until the Outstanding Note Balance of the Class B Notes is reduced to zero (xiii) to the Class C Noteholders, the Class C Interest Distribution Amount; (xiv) to the Class C Noteholders, all remaining amounts until the Outstanding Note Balance of the Class C Notes is reduced to zero; (xv) to the Class D Noteholders, the Class D Interest Distribution Amount; (xvi) to the Class D Noteholders, all remaining amounts until the Outstanding Note Balance of the Class D Notes is reduced to zero; (xvii) to the Class A Noteholders, the Class B Noteholders, the Class C Noteholders and the Class D Noteholders, to the payment extent applicable, amounts specified by the Agent and the Servicer as payable to such Noteholders pursuant to Sections 6.1, 6.2 and 6.3 of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest aboveNote Funding Agreement; and (xiixviii) twelfth, to the payment of Owner Trustee, any remaining amounts, in accordance with the remainder, if any, to the Issuer or any other Person legally entitled theretoTrust Agreement.

Application of Money Collected. If the Bonds Notes have been declared declared, have automatically become or otherwise become due and payable following an Event of Default (an “Acceleration Event”) and such declaration and its consequences have Acceleration Event has not been rescinded and or annulled, any money collected by the Indenture Trustee with in respect to such Bonds pursuant to this Article or otherwise of the Trust Estate and any other monies money that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes, including without limitation the amounts on deposit in the Reserve Account, the Prefunding Account and the Capitalized Interest Account, shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due order on account of principal of, and interest on, such Bonds, upon presentation and surrender thereofeach Payment Date: (i) first, to the Indenture TrusteeTrustee and the Custodian, ratably based on their respective entitlements, any unpaid Indenture Trustee's Fees then due and any other amounts payable and due to the Trustee Fees, Indenture Trustee under this IndentureExpenses, including any costs Custodial Fees or expenses Custodial Expenses incurred by it in connection with the enforcement and charged as of the remedies provided for in this Article Vsuch date; (ii) secondto the Back-Up Servicer, any unpaid Back-Up Servicing Fees, indemnities and Transition Expenses; (iii) to the Owner Trustee, any unpaid Owner Trustee Fees and Owner Trustee Expenses; (iv) to the Administrator, any unpaid Administrator Fees; (v) to the Servicer, any amounts required to pay unpaid Servicing Fees; provided, however, that immediately after receipt of such Servicing Fees, the Servicer for shall remit KL2 2868730.8 the Issuer’s portion of any unpaid Monthly Servicing Fees then due and owing Lockbox Bank Fees to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is madeeach Lockbox Bank; (vi) sixth, to the payment of Class A Noteholders, the Bond Balance of the Outstanding Interest Distribution Amount for such Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kindand such Payment Date; (vii) seventh, to the payment Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the applicable Bond Class A Notes is reduced to zero and all Note Balance Write-Down Amounts applied to the Class A Notes have been reimbursed plus the Deferred Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Amount for such Class M-2 Bonds through the day preceding the date on which such payment is madeA Notes; (viii) eighth, to the payment of Class B Noteholders, the Bond Balance of the Outstanding Interest Distribution Amount for such Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kindand such Payment Date; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward AmountsClass B Noteholders, if any, then due and unpaid upon all remaining amounts until the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Note Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, B Notes is reduced to zero and all Note Balance Write-Down Amounts applied to the payment of Class B Notes have been reimbursed plus the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts Deferred Interest Amount for each such Class in the same priority as the distribution of Bond Interest aboveB Notes; and (xii) twelfth, to the payment of the remainder, if any, to the Issuer or any other Person legally entitled thereto.

Application of Money Collected. If the Bonds Notes have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulled, any money collected by the Indenture Trustee with respect to such Bonds pursuant to this Article or otherwise and any other monies that may then be held or thereafter received by the Indenture Trustee as security for such Bonds shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due on account of principal of, and interest on, such Bondsthe Notes, upon presentation and surrender thereof: (i) first, to the Servicer and Indenture Trustee, any the unpaid Monthly Servicing Fee and Indenture Trustee's Fees then ’s Fee due and any other amounts payable and due to the Indenture Trustee under this Indenture, including any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article V; (ii) second, to the Servicer, Servicer any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, that are reimbursable to the Servicer (other than those included in liquidation expenses for any Liquidated Mortgage Loan and not previously reimbursed or retained by, from the Servicerrelated Liquidation Proceeds and from Insurance Proceeds) under the Servicing Agreement; (iii) thirdto the PMI Insurer, the amount owing to the PMI Insurer for the premium payable in respect of the PMI Mortgage Loans; (iv) to the Note Insurer, the Note Insurer Premium due under the Insurance Agreement; (v) to the Noteholders, the Note Interest due under this Indenture; (vi) to the Noteholders, the amount of Monthly Principal for the Notes with respect to such date, in reduction of the Note Balance until the Note Balance is reduced to zero; (vii) to the Note Insurer, the amount owing to the Note Insurer under the Insurance Agreement for reimbursement for prior draws made on the Insurance Policy in respect of the Notes and any other amounts owing to the Note Insurer under the Insurance Agreement (including any unpaid Note Insurer Premium in respect of the Notes); (viii) to the Noteholders, the Overcollateralization Deficiency Amount, if any, due under this Indenture; (ix) to the Indenture Trustee pursuant to the terms of the Servicing Agreement, Transition Expenses in excess of $50,000, if any, and other costs and expenses, if not paid by the Servicer pursuant to the Servicing Agreement or the Custodial Agreement; and (x) to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Note Balance of the Outstanding Class A BondsNotes, up to the amount of their Current Bond Balances of the Class A Bonds, ratablyNote Balances, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest above; and (xii) twelfth, to the payment of the remainder, if any, to the Issuer or any other Person legally entitled thereto.

Application of Money Collected. If the Bonds Notes have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulled, any money collected by the Indenture Trustee with respect to such Bonds each Class of Notes pursuant to this Article V or otherwise and any other monies that may then be held or thereafter received by the Indenture Trustee as security for such Bonds Class of Notes shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due on account of principal of, and interest on, such BondsClass of Notes, upon presentation and surrender thereof: (i) first, to the Indenture Trustee, any unpaid Indenture Trustee's Trustee Fees then due and any other amounts payable and due to the Indenture Trustee under this Indenture, Indenture including any amounts in respect of indemnification or reimbursement of costs and expenses including costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article VV (subject to Section 6.16 herein), and any Owner Trustee Fees then due to the extent not already paid pursuant to Section 9.01 of the Trust Agreement and to the Owner Trustee, any amounts in respect of indemnification then due under Section 9.02 of the Trust Agreement to the extent not already paid pursuant to Section 9.02 of the Trust Agreement, in an amount not to exceed $50,000 in any calendar year; (ii) second, any Swap Termination Payment payable to the ServicerSwap Provider, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicerother than a Defaulted Swap Termination Payment; (iii) third, concurrently, (a) from money collected with respect to the payment of Group I Mortgage Loans, any Accrued Note Interest pro rata to the applicable Bond Class A-1 Notes, and (b) from money collected with respect to the Group II Mortgage Loans, any Accrued Note Interest and pro rata to the Class A-2 Notes; provided, that if after making distributions pursuant to paragraph (iii) above Accrued Note Interest Carry Forward Amount, if anyis owed on the Class A Notes, then due and unpaid upon any remaining amount of money relating to the Outstanding other Group of Mortgage Loans after making distributions on the related Class of Class A Bonds through Notes will be available to pay Accrued Note Interest to the day preceding the date on which such payment is madeother Class of Class A Notes; (iv) fourth, concurrently, (a) from money collected with respect to the Group I Mortgage Loans, pro rata to the Class A-1 Notes as a payment of the Bond Balance principal in reduction of the Outstanding related Class A BondsNote Balances until they have been reduced to zero; provided, up that if a Group I Sequential Trigger Event is continuing, then such money will be distributed first, to the amount of Current Bond Balances of Class A-1A Notes until their Class Note Balance has been reduced to zero and second, to the Class A-1B Notes, until their Class Note Balance has been reduced to zero, and (b) from money collected with respect to the Group II Mortgage Loans, first, to the Class A-2A Notes until their Class Note Balance has been reduced to zero, second, to the Class A-2B Notes until their Class Note Balance has been reduced to zero and third, to the Class A-2C Notes until their Class Note Balance has been reduced to zero; provided, that if after making distributions pursuant to paragraph (iv) above any remaining Class Note Balance is owed on the Class A BondsNotes related to a Group, ratablythen any remaining amount of money relating to the other Group of Mortgage Loans will be available to make payments of principal to the such Classes of Class A Notes, without preference or priority of any kindin accordance with the payment priorities set forth in paragraph (iv) above; (v) fifth, any Accrued Note Interest to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is madeNotes; (vi) sixth, any Accrued Note Interest to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kindM-2 Notes; (vii) seventh, any Accrued Note Interest to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is madeM-3 Notes; (viii) eighth, any Accrued Note Interest to the payment of the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kindM-4 Notes; (ix) ninth, any Accrued Note Interest to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is madeM-5 Notes; (x) tenth, any Accrued Note Interest to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kindM-6 Notes; (xi) eleventh, any remaining Class Note Balance to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest above; andM-1 Notes; (xii) twelfth, any remaining Class Note Balance to the payment Class M-2 Notes; (xiii) thirteenth, any remaining Class Note Balance to the Class M-3 Notes; (xiv) fourteenth, any remaining Class Note Balance to the Class M-4 Notes; (xv) fifteenth, any remaining Class Note Balance to the Class M-5 Notes; (xvi) sixteenth, any remaining Class Note Balance to the Class M-6 Notes; (xvii) seventeenth, concurrently, any Class A-1A Basis Risk Carry Forward Amount to the Class A-1A Notes, any Class A-1B Basis Risk Carry Forward Amount to the Class A-1B Notes, any Class A-2A Basis Risk Carry Forward Amount to the Class A-2A Notes, any Class A-2B Basis Risk Carry Forward Amount to the Class A-2B Notes and any Class A-2C Basis Risk Carry Forward Amount to the Class A-2C Notes pro rata by the respective Basis Risk Carry Forward Amounts due to such classes of Notes; (xviii) eighteenth, any Basis Risk Carry Forward Amount to the Class M-1 Notes; (xix) nineteenth, any Basis Risk Carry Forward Amount to the Class M-2 Notes; (xx) twentieth, any Basis Risk Carry Forward Amount to the Class M-3 Notes; (xxi) twenty-first, any Basis Risk Carry Forward Amount to the Class M-4 Notes; (xxii) twenty-second, any Basis Risk Carry Forward Amount to the Class M-5 Notes; (xxiii) twenty-third, any Basis Risk Carry Forward Amount to the Class M-6 Notes; (xxiv) twenty-fourth, any Deferred Interest to the Class M-1 Notes; (xxv) twenty-fifth, any Deferred Interest to the Class M-2 Notes; (xxvi) twenty-sixth, any Deferred Interest to the Class M-3 Notes; (xxvii) twenty-seventh, any Deferred Interest to the Class M-4 Notes; (xxviii) twenty-eighth, any Deferred Interest to the Class M-5 Notes; (xxix) twenty-ninth, any Deferred Interest to the Class M-6 Notes; (xxx) thirtieth, any amounts due to the Indenture Trustee to the extent not paid pursuant to Section 5.07(i) hereof and any amounts due to the Owner Trustee under Article IX of the remainder, if any, Trust Agreement or the other Basic Documents to the Issuer extent not already paid pursuant to Section 5.07(i) or Section 9.02 of the Trust Agreement; (xxxi) thirty-first, any other Person legally entitled theretoDefaulted Swap Termination Payment; and (xxxii) thirty-second, any remainder to the Certificates. All distributions in paragraphs (i) above, shall be made from money collected with respect to the Group I Mortgage Loans and the Group II Mortgage Loans, pro rata based on the aggregate amount of money collected with respect to such Group and available to make the related payment and all distributions in paragraphs (ii) above, shall be made from money collected with respect to the Group I Mortgage Loans and the Group II Mortgage Loans, pro rata based on upon each group’s related component notional amount, as shown in Schedule 2 to this Indenture.

Application of Money Collected. If the Bonds have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulled, any money collected by the Indenture Trustee with respect to such each Class of Bonds pursuant to this Article or otherwise and any other monies that may then be held or thereafter received by the Indenture Trustee as security for such Class of Bonds shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due on account of principal of, and interest on, such the Bonds, upon presentation and surrender thereof: (i) first, to the Indenture Trustee, any unpaid Indenture Trustee's Fees then due and any other amounts payable and due to the Indenture Trustee under this Indenture, including any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article V; (ii) second, to the Master Servicer, any amounts required to pay reimburse the Master Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for related Monthly Advances previously made by, and not previously reimbursed or retained by, the Services Master Servicer (including Nonrecoverable Advances to the extent not previously reimbursed) and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Master Servicer; (iii) third, to the Servicers, any amounts to reimburse such Servicer for any unpaid Servicing Fees then due and to reimburse such Servicer if a related Monthly Advance previously made by, and not previously reimbursed or retained by, such Servicer (including Nonrecoverable Advances to the extent not previously reimbursed) and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, such Servicer. (iv) fourth, to the payment of the applicable Bond Monthly Interest and Interest Carry Forward Amount, if any, Amount then due and unpaid upon the Outstanding Bonds of such Class A Bonds through the day preceding the date on which such payment is made; (ivv) fourthfifth, to the payment of the Bond Class Balance of the Outstanding Class A BondsBonds of such Class, up to the amount of Current Bond Balances of the their respective Class A BondsBalances, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of Bond Insurer any amounts due and owing to the Bond Balance of Insurer under the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind;FSA Insurance Agreement; and (vii) seventh, the remainder to the Certificate Distribution Account for payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest above; and (xii) twelfth, to the payment of the remainder, if any, to the Issuer or any other Person legally entitled theretoInvestor Certificateholders.

Application of Money Collected. If Subject to the Bonds following paragraph, if the Notes have been declared declared, have automatically become or otherwise become due and payable following an Event of Default (an “Acceleration Event”) and such declaration and its consequences have Acceleration Event has not been rescinded and or annulled, any money collected by the Indenture Trustee with in respect to such Bonds pursuant to this Article or otherwise of the Trust Estate and any other monies money that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes, including without limitation the amounts on deposit in the Reserve Account, shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due order on account of principal of, and interest on, such Bonds, upon presentation and surrender thereofeach Payment Date: (i) first, to the Indenture TrusteeTrustee and the Custodian, ratably based on their respective entitlements, any unpaid Indenture Trustee's Fees then due and any other amounts payable and due to the Trustee Fees, Indenture Trustee under this IndentureExpenses, including any costs Custodial Fees or expenses Custodial Expenses incurred by it in connection with the enforcement and charged as of the remedies provided for in this Article Vsuch date; (ii) secondto the Back-Up Servicer, any unpaid Back-Up Servicing Fees and Transition Expenses; (iii) to the Owner Trustee, any unpaid Owner Trustee Fees and Owner Trustee Expenses; (iv) to the Administrator, any unpaid Administrator Fees; (v) to the Servicer, any amounts required to pay unpaid Servicing Fees; provided, however, that immediately after receipt of such Servicing Fees, the Servicer for shall remit the Issuer’s portion of any unpaid Monthly Servicing Fees then due and owing Lockbox Bank Fees to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is madeeach Lockbox Bank; (vi) sixth, to the payment of Noteholders, the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kindInterest Distribution Amount; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward AmountNoteholders, if any, then due and unpaid upon all remaining amounts until the Outstanding Class M-2 Bonds through the day preceding the date on which such payment Note Balance is made;reduced to zero; and (viii) eighth, to the payment Owner or any subsequent owners of the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class beneficial interests in the same priority as the distribution of Bond Interest above; and (xii) twelfthIssuer, to the payment of the remainder, if any, to the Issuer or any other Person legally entitled theretoremaining amounts.

Application of Money Collected. If the Bonds have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulledAny money, any money securities or property collected by the Indenture Trustee with respect to such Bonds pursuant to this Article or otherwise Article, and any other monies moneys, securities or property that may then be held or thereafter received by the Indenture Trustee as security for such Bonds Trustee, shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment distribution of the entire amount due on account of principal of, and interest on, such Bondsor interest, upon presentation of the Notes and surrender thereof: (i) first: FIRST, to the Indenture payment of all costs and expenses of collection incurred by the Trustee (including the reasonable fees and expenses of any counsel to the Trustee, any unpaid Indenture Trustee's Fees then due ) and any all other amounts payable due the Trustee under Section 7.06 (the parties hereto agree that when the Trustee renders services following an Indenture Event of Default under Section 6.01 (v) or (vi), compensation for such services and expenses in connection therewith are intended to constitute administrative expenses under applicable bankruptcy law); SECOND, to the payment of all unreimbursed Servicer Advances due to the Indenture Trustee under this IndentureServicer; THIRD, including any costs or expenses incurred by it only in connection with the enforcement of event that DVI is no longer the remedies provided for Servicer, and the Servicer has, in this Article V; (ii) secondits good faith and reasonable business judgment, deemed the Servicing Fee to be commercially unreasonable, then, to the Servicer, any amounts required the amount agreed upon between the then Servicer and the Trustee, each in their good faith and commercially reasonable judgment, as necessary to pay make the Servicer for any unpaid Monthly Servicing Fees then due Fee commercially reasonable and to reimburse cover the Servicer for Monthly Advances previously made byreasonable costs in transferring the servicing obligations; FOURTH, to the payment of all accrued and not previously reimbursed unpaid interest on the outstanding Class A Note Balance to the date of payment thereof, ratably to each Class A Noteholder, without preference or retained bypriority of any kind; FIFTH, to the Services andpayment of all accrued and unpaid interest on the outstanding Class B Note Balance to the date of payment thereof, upon ratably to each Class B Noteholder, without preference or priority of any kind; SIXTH, to the final liquidation payment of all accrued and unpaid interest on the related Mortgage Loan outstanding Class C Note Balance to the date of payment thereof, ratably to each Class C Noteholder, without preference or priority of any kind; SEVENTH, to the final liquidation payment of all accrued and unpaid interest on the Trust Estateoutstanding Class D Note Balance to the date of payment thereof, Servicing Advances previously made byratably to each Class D Noteholder, without preference or priority of any kind; EIGHTH, to the payment of all accrued and not previously reimbursed unpaid interest on the outstanding Class E Note Balance to the date of payment thereof, ratably to each Class E Noteholder, without preference or retained by, the Servicer; (iii) thirdpriority of any kind; NINTH, to the payment of the applicable Bond Interest outstanding Class A-1 Note Balance, and Interest Carry Forward Amount, if any, then any other amounts due and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A BondsA-1 Noteholders, ratably, without preference or priority of any kind; (v) fifth, until the Class A-1 Note Balance has been reduced to zero, then to the payment of the applicable Bond Interest outstanding Class A-2 Note Balance, and Interest Carry Forward Amount, if any, then any other amounts due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 BondsA-2 Noteholders, ratably, without preference or priority of any kind; (vii) seventh, until the Class A-2 Note Balance has been reduced to zero, then to the payment of the applicable Bond Interest outstanding Class A-3 Note Balance, and Interest Carry Forward Amount, if any, then any other amounts due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 BondsA-3 Noteholders, ratably, without preference or priority of any kind; (ix) ninth, until the Class A-3 Note Balance has been reduced to zero, then to the payment of the applicable Bond Interest outstanding Class A-4 Note Balance, and Interest Carry Forward Amounts, if any, then any other amounts due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 BondsA-4 Noteholders, ratably, without preference or priority of any kind; , until the Class A-4 Note Balance has been reduced to zero (xi) eleventhPROVIDED that a Subordination Deficiency Event has not occurred and is continuing, in which case the outstanding Class A-3 Note Balance and the Class A-4 Note Balance shall be paid PRO RATA in accordance with their respective outstanding Note Balances); TENTH, to the payment of the aggregate amount outstanding Class B Note Balance, and any other amounts due to the Class B Noteholders ratably, without preference or priority of Available Funds Cap Carry Forward Amountany kind; ELEVENTH, to the payment of the outstanding Class C Note Balance, and any other amounts due to the Class C Noteholders ratably, without preference or priority of any kind; TWELFTH, to the payment of the outstanding Class D Note Balance, and any other amounts due to the Class D Noteholders ratably, without preference or priority of any kind; THIRTEENTH, to the payment of the outstanding Class E Note Balance, and any other amounts due to the Class E Noteholders ratably, without preference or priority of any kind; FOURTEENTH, to the payment of all accrued and unpaid interest on outstanding Class F Instruments, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for date of payment thereof, ratably to each such Holder of the Class F Instruments without preference or priority of any kind; FIFTEENTH, to the payment of the outstanding principal balance of the Class F Instruments, if any, and any other amounts due to the Holders of any Class F Instruments ratably, without preference or priority of any kind; SIXTEENTH, in the same priority as event that DVI is the distribution Servicer, to the payment of Bond Interest aboveall unreimbursed Servicing Fees due to the Servicer; and (xii) twelfthand SEVENTEENTH, to the payment of the remainder, if any, to to, or at the Issuer or any other Person legally entitled theretoorder of, the Issuer.

Application of Money Collected. If the Bonds Notes have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulled, any money collected by the Indenture Trustee with respect to such Bonds Notes pursuant to this Article or otherwise and any other monies that may then be held or thereafter received by the Indenture Trustee as security for such Bonds Notes shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due on account of principal of, and interest on, such BondsNotes, upon presentation and surrender thereof: (i) : first, to the Indenture Trustee, any unpaid Indenture Trustee's Fees then ----- due and any other amounts payable and due to the Indenture Trustee under this Indenture, including any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article V; (ii) , but only to the extent such costs and expenses have not previously been reimbursed to the Indenture Trustee for such costs and expenses pursuant to Section 6.15 hereof; second, to the Servicer, any amounts required to pay the Servicer for any ------ unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Home Loan (as determined by the Servicer pursuant to the provisions of the related Servicing Agreement) or the final liquidation of the Trust Estate, to reimburse the Servicer for unreimbursed Servicing Advances previously made byAdvances, and not previously reimbursed or retained byto the Master Servicer, the Servicer; (iii) any unpaid Master Servicing Fees then due; third, to the payment of the applicable Bond Note Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the ----- Outstanding Class A Bonds Notes through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth; fourth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Note Balance of the Outstanding Class M-1 BondsNotes, up to ------ the amount of the Current Bond Balances of the Class M-1 Bondstheir respective Note Balances, ratably, without preference or priority of any kind; (vii) seventh; [fifth, to the payment to the Note Insurer, as subrogee to the rights of ------ the applicable Bond Interest and Interest Carry Forward AmountNoteholders, if any(A) the aggregate amount necessary to reimburse the Note Insurer for any unreimbursed Insured Payments paid by the Note Insurer on prior Payment Dates, then due and unpaid upon together with interest thereon at the Outstanding Class M-2 Bonds through "Late Payment Rate" specified in the day preceding Insurance Agreement from the date on which such payment is made; Insured Payments were paid by the Note Insurer to such Payment Date, (viiiB) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of any unpaid Note Insurer Premium then due, together with interest thereon at the Current Bond Balance of "Late Payment Rate" specified in the Class M-2 Bonds, ratably, without preference or priority of Insurance Agreement from the date such amounts were due and (C) any kind; (ix) ninth, other amounts due and owing to the payment of Note Insurer under the applicable Bond Interest Insurance Agreement;] and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest above; and (xii) twelfthsixth, to the payment of the remainder, if any, to the Issuer or any other Person legally entitled thereto.its designee. -----

Application of Money Collected. If Subject to the Bonds have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulledSecurity Documents, any money collected by the Indenture Trustee with respect to such Bonds pursuant to this Article or otherwise and on behalf of the Holders or the Trustee pursuant to this Article or any foreclosure or other monies that may then be held remedial provisions contained in the Security Documents, or thereafter received through any proceeding or any arrangement or restructuring in anticipation or in lieu of any proceeding contemplated by this Article or any foreclosure or other remedial provisions contained in the Indenture Trustee as security for such Bonds Security Documents, shall be applied applied, subject to applicable law, in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment distribution of the entire amount due such money on account of principal ofprincipal, and interest onpremium, such Bondsif any, or interest, upon presentation of the Notes and the notation thereon of the payment if only partially paid and upon surrender thereofthereof if fully paid: (ia) firstFIRST: if the First Lien Obligations have not been discharged, to the agent or the agents for the First Lien Obligations for application to the First Lien Obligations to be applied in the manner set forth in the Credit Agreements and other agreements governing the First Lien Obligations; (b) SECOND: to the payment of all costs and expenses incurred by the Trustee and Collateral Agent in connection with the collection of proceeds from the sale of any Collateral or otherwise in connection with this Indenture Trusteeand any documents relating to any Pari Passu Secured Indebtedness and the Security Documents (including all existing claims for indemnification under this Indenture) including all court costs and the reasonable fees and expenses of their agents and legal counsel, the repayment of all advances made by the Trustee or Collateral Agent on behalf of the Issuers or any Guarantor and any other costs or expenses incurred in connection with the exercise of any right or remedy of the holders of the Notes and the Pari Passu Secured Indebtedness; (c) THIRD: to pay the Notes, any accrued and unpaid Indenture Trustee's Fees then due interest thereon, including Additional Interest and any other amounts payable and due to the Indenture Trustee under this Indenture, including any costs or expenses incurred by it in connection with and the enforcement Pari Passu Secured Indebtedness, pro rata, based on the respective amounts of the remedies provided for in this Article V; (ii) second, to Notes and the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees Pari Passu Secured Indebtedness then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest aboveoutstanding; and (xii) twelfth, to the payment of the remainder, if any, to the Issuer or any other Person legally entitled thereto.

Application of Money Collected. (a) If a Payment Default Event shall have occurred and the Bonds Indenture Trustee has not yet effected the remedies under Section 6.3(d) and Section 6.16 hereof, any money collected by the Indenture Trustee in respect of the Trust Estate and any other money that may be held thereafter by the Indenture Trustee as security for the Notes, including, without limitation, the amounts on deposit in the General Reserve Account, shall be applied, subject to Section 3.4(d), in the following order on each Payment Date: (i) to the Indenture Trustee, any unpaid Indenture Trustee Fees and any extraordinary out-of-pocket expenses and indemnities of the Indenture Trustee related to a servicing transfer (up to $10,000 per Payment Date, and no more than a cumulative total of $100,000) incurred and not reimbursed as of such date; (ii) to the Owner Trustee, any accrued and unpaid Owner Trustee Fees; 42 (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees; (vi) to the Trust Owner, any accrued and unpaid Trust Owner Fees; (vii) to the Servicer, any accrued and unpaid Servicing Fees; (viii) to the Backup Servicer, any accrued and unpaid Backup Servicing Fees; (ix) to the Funding Agents, any accrued and unpaid Fees; (x) to each Noteholder, its allocable share (determined taking into account only the Noteholder’s allocable share of the Conduit Component Amount, the LIBOR Bank Component Amount and/or the Cost of Funds Bank Component Amount, as the case may be) of the Interest Distribution Amount with respect to the Notes and the current Payment Date; (xi) to each Noteholder, its pro rata share of all remaining amounts until the Aggregate Outstanding Note Balance is reduced to zero; (xii) to the Indenture Trustee, any extraordinary out‑of‑pocket expenses and indemnities of the Indenture Trustee not paid in accordance with clause (i) above; (xiii) to the Noteholders, to the extent applicable, amounts specified by the Funding Agents and the Servicer as payable to such Noteholders pursuant to Sections 6.1, 6.2 and 6.3 of the Note Funding Agreement; (xiv) any amounts due and payable by the Issuer under the Transaction Documents, but not paid above (including, but not limited to, amounts owed by the Issuer in respect of its indemnification obligations); and (xv) any remaining Available Funds to the Certificate Distribution Account for distribution pursuant to the Trust Agreement. (b) If (i) (A) a Payment Default Event shall have occurred or (B) the Notes shall otherwise have been declared due and payable following an Event of Default and such declaration (ii) the Indenture Trustee shall have effected a sale of the Trust Estate under Section 6.3(d) and its consequences have not been rescinded Section 6.16 hereof ((i) and annulled(ii), a “Trust Estate Liquidation Event”), any money collected by the Indenture Trustee with in respect to such Bonds pursuant to this Article or otherwise of the Trust Estate and any other monies money that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes, including without limitation the amounts on deposit in the General Reserve Account, shall be applied applied, subject to Section 3.4(d), in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due order on account of principal of, and interest on, such Bonds, upon presentation and surrender thereofeach Payment Date: (i) first, to the Indenture Trustee, any accrued and unpaid Indenture Trustee's Fees then due Trustee Fees, expenses and any other amounts payable indemnities incurred and due to the Indenture Trustee under this Indenture, including any costs or expenses incurred by it in connection with the enforcement charged and unpaid as of the remedies provided for in this Article Vsuch date; (ii) secondto the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees; (vi) to the Trust Owner, any accrued and unpaid Trust Owner Fees; (vii) to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due accrued and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is madeServicing Fees; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 BondsBackup Servicer, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kindaccrued and unpaid Backup Servicing Fees; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward AmountsFunding Agents, if any, then due any accrued and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is madeFees; (x) tenthto each Noteholder, its allocable share (determined taking into account only the Noteholder’s allocable share of the Conduit Component Amount, the LIBOR Bank Component Amount and/or the Cost of Funds Bank Component Amount, as the case may be) of the Interest Distribution Amount with respect to the payment of Notes and the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kindcurrent Payment Date; (xi) eleventhto each Noteholder, its pro rata share of all remaining amounts until the Aggregate Outstanding Note Balance is reduced to zero; (xii) to the Noteholders, to the payment extent applicable, amounts specified by the Funding Agents and the Servicer as payable to such Noteholders pursuant to Sections 6.1, 6.2 and 6.3 of the aggregate amount Note Funding Agreement; (xiii) any amounts due and payable by the Issuer under the Transaction Documents, but not paid above (including, but not limited to, amounts owed by the Issuer in respect of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest aboveits indemnification obligations); and (xiixiv) twelfth, any remaining Available Funds to the payment of the remainder, if any, Certificate Distribution Account for distribution pursuant to the Issuer or any other Person legally entitled theretoTrust Agreement.

Application of Money Collected. If the Bonds Notes have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulled, any money collected by the Indenture Trustee with respect to such Bonds each Class of Notes pursuant to this Article V or otherwise and any other monies that may then be held or thereafter received by the Indenture Trustee as security for such Bonds Class of Notes shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due on account of principal of, and interest on, such BondsClass of Notes, upon presentation and surrender thereof: (ia) firstFIRST, to the Indenture Trustee, any unpaid Indenture Trustee's Trustee Fees with respect to such Class then due and any other amounts payable and due to the Indenture Trustee with respect to such Class under this Indenture, Indenture including any amounts in respect of indemnification or reimbursement of costs and expenses including costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article VV (subject to Section 6.16 herein), to the Note Insurer, any unpaid Premium with respect to such Class then due, and to the Owner Trustee, any unpaid Owner Trustee Fees with respect to such Class then due; (iib) secondSECOND, from amounts then on deposit in the related Payment Account, to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation Holders of the related Mortgage Loan or the final liquidation Class of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained byNotes, the ServicerPayment Amount for such Class; (iiic) thirdTHIRD, from amounts then on deposit in the related Payment Account, the allocable portion of the Over-collateralization Deficit, if any, for the related Class of Notes; (d) FOURTH, from amounts then on deposit in the related Payment Account, to the Holders of each other Class of Notes, the Shortfall Amount for each other Class of Notes, allocated pro rata based on the amount of each Shortfall Amount; (e) FIFTH, from amounts then on deposit in the related Payment Account, to the Note Insurer, the Reimbursement Amount with respect to the related Class as of such Payment Date; (f) SIXTH, from amounts then on deposit in the related Payment Account, to the Note Insurer, the Reimbursement Amount with respect to each other Class of Notes as of such Payment Date to the extent not already paid pursuant to clause (e) above, allocated pro rata based on the amount of such outstanding Reimbursement Amount; (g) SEVENTH, from amounts then on deposit in the related Payment Account, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Note Principal Balance of the Outstanding Class A BondsNotes of such Class, up to the amount of Current Bond Balances of the Class A Bondstheir unpaid Note Principal Balance, ratably, without preference or priority of any kind; (vh) fifthEIGHTH, from amounts then on deposit in the related Payment Account, to the payment related Reserve Account, such Loan Group's pro rata share of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon Reserve Payment Amount based on the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is madeamount of Net Monthly Excess Cashflow; (vii) sixthNINTH, with respect to the Class A-2 Notes, from amounts then on deposit in the related Payment Account and amounts released from the related Reserve Account, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances Holders of the Class M-1 BondsA-2 Notes, ratablythe Class A-2 Net WAC Cap Carry-Forward Amount and, without preference or priority with respect to the Class A-3 Notes, from amounts then on deposit in the related Payment Account and amounts released from the related Reserve Account, to the Holders of any kindthe Class A-3 Notes, the Class A-3 Net WAC Cap Carry-Forward Amount; (viij) seventhTENTH, from: (A) amounts then on deposit in the Payment Account related to the Class A-1 Notes, to the payment of the applicable Bond Interest and Interest Carry Forward AmountMaster Servicer, if any, then any amount due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to it with respect to the payment of the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest aboveGroup 1 Mortgage Loans; and (xiiB) twelfthamounts then on deposit in the Payment Account related to the Class A-2 Notes, to the payment Master Servicer, any amount due to it with respect to the Group 2 Mortgage Loans; (C) amounts then on deposit in the Payment Account related to the Class A-3 Notes, to the Master Servicer, any amount due to it with respect to the Group 3 Mortgage Loans; and (k) ELEVENTH, to the Indenture Trustee, any amounts in respect of indemnity or reimbursement due the Indenture Trustee under any of the remainderBasic Documents to the extent not previously paid or reimbursed under paragraph (a) hereof; and (l) TWELFTH, to the Owner Trustee, any amounts due and owing to the Owner Trustee under Article IX of the Trust Agreement or the other Basic Documents, to the extent not already paid by the Servicer pursuant to Section 9.02 of the Trust Agreement; and (m) THIRTEENTH, following the making by the Indenture Trustee of all allocations, transfers and disbursements described above, from amounts then on deposit in each Payment Account, the Indenture Trustee shall distribute to or at the direction of the Certificateholders (as identified in the Certificate Register maintained by the Owner Trustee), the amount remaining on such Payment Date in each Payment Account, if any, to the Issuer or any other Person legally entitled thereto.

Application of Money Collected. (a) If a Payment Default Event shall have occurred and the Bonds have been declared due Indenture Trustee has not yet effected the remedies under Section 6.3(d) and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulledSection 6.16 hereof, any money collected by the Indenture Trustee with in respect to such Bonds pursuant to this Article or otherwise of the Collateral and any other monies money that may then be held or thereafter received by the Indenture Trustee as security for the Notes, including, without limitation, the amounts on deposit in the General Reserve Account, the Senior Reserve Account, the Prefunding Account and the Capitalized Interest Account shall be applied in accordance with the order set forth in Section 3.4(d) hereof. (b) If (i) a Payment Default Event shall have occurred and (ii) the Indenture Trustee shall have effected a sale of the Collateral under Section 6.3(d) and Section 6.16 hereof ((i) and (ii), a “Default Acceleration Event”), any money collected by the Indenture Trustee in respect of the Collateral and any other money that may be held hereafter by the Indenture Trustee as security for the Notes, including without limitation the Amounts on deposit in the General Reserve Account, the Senior Reserve Account, the Prefunding Account and the Capitalized Interest Account (all such Bonds amounts, collectively “Default Collections”) shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due order on account of principal of, and interest on, such Bonds, upon presentation and surrender thereofeach Payment Date: (i) first, to the Indenture Trustee, any accrued and unpaid Indenture Trustee's Trustee Fees then due and any other amounts payable and due to extraordinary out-of-pocket expenses of the Indenture Trustee under this Indenture, including any costs or expenses incurred by it in connection with the enforcement and not reimbursed as of the remedies provided for in this Article Vsuch date; (ii) second, to the Servicer, the Servicing Fee, plus any amounts required accrued and unpaid Servicing Fees with respect to pay prior Payment Dates and to the successor servicer, if any, the Servicer for Termination Costs, if any unpaid Monthly Servicing Fees then due and (up to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation a cumulative total of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer$100,000); (iii) third, to the payment of Backup Servicer, the applicable Bond Interest and Interest Carry Forward AmountBackup Servicing Fee, if any, then due and plus any unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is madeBackup Servicing Fees with respect to prior Payment Dates; (iv) fourthto the extent not paid by the Servicer, to the payment of Custodian, the Bond Balance of the Outstanding Class A BondsCustodian Fee, up plus any accrued and unpaid Custodian Fees with respect to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kindprior Payment Dates; (v) fifthto the extent not paid by the Servicer, to the payment of Lockbox Bank, the applicable Bond Interest and Interest Carry Forward AmountLockbox Fee, if any, then due plus any accrued and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is madeLockbox Fees from prior Payment Dates; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 BondsA Noteholders, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kindA Interest Distribution Amount; (vii) seventh, to the payment of Class A Noteholders, the applicable Bond Class A Deferred Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to the payment of the Bond Balance of Class A Noteholders, all remaining Default Collections until the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Note Balance of the Class M-2 Bonds, ratably, without preference or priority of any kindA Notes is reduced to zero; (ix) ninth, to the payment of Class B Noteholders, the applicable Bond Class B Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is madeDistribution Amount; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 BondsB Noteholders, up to the amount of the Current Bond Balance of the Class M-3 BondsB Deferred Interest Amount, ratably, without preference or priority of any kindif any; (xi) eleventh, to the payment Class B Noteholders, all remaining Default Collections until the Outstanding Note Balance of the aggregate amount of Available Funds Cap Carry Forward Class B Notes is reduced to zero; (xii) to the Class C Noteholders, the Class C Interest Distribution Amount; (xiii) to the Class C Noteholders, the Class C Deferred Interest Amount, if any, among all Classes of Bonds in proportion ; (xiv) to the respective Available Funds Cap Carry Forward Amounts for each such Class in C Noteholders, all remaining Default Collections until the same priority as Outstanding Note Balance of the distribution Class C Notes is reduced to zero; (xv) to the Class D Noteholders, the Class D Interest Distribution Amount; (xvi) to the Class D Noteholders, the Class D Deferred Interest Amount, if any; (xvii) to the Class D Noteholders, all remaining Default Collections until the Outstanding Note Balance of Bond the Class D Notes is reduced to zero; (xviii) to the Class E Noteholders, the Class E Interest aboveDistribution Amount; (xix) to the Class E Noteholders, the Class E Deferred Interest Amount, if any; (xx) to the Class E Noteholders, all remaining Default Collections until the Outstanding Note Balance of the Class E Notes is reduced to zero; (xxi) to the Class F Noteholders, the Class F Interest Distribution Amount; (xxii) to the Class F Noteholders, the Class F Deferred Interest Amount, if any; (xxiii) to the Class F Noteholders, all remaining Default Collections until the Outstanding Note Balance of the Class F Notes is reduced to zero; (xxiv) to the Class G Noteholders, the Class G Interest Distribution Amount; (xxv) to the Class G Noteholders, the Class G Deferred Interest Amount, if any; (xxvi) to the Class G Noteholders, all remaining Default Collections until the Outstanding Note Balance of the Class G Notes is reduced to zero; and (xiixxvii) twelfth, to the payment Issuer, any remaining amounts. (c) Notwithstanding the occurrence and continuation of the remainderan Event of Default, if any, prior to the Issuer occurrence of a Payment Default Event or any other Person legally entitled theretoDefault Acceleration Event, Noteholders shall continue to be paid in the manner and priorities described in Section 3.4(a) hereof.

Application of Money Collected. If the Bonds Notes have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulled, any money collected by the Indenture Trustee with respect to such Bonds pursuant to this Article V or otherwise and any other monies that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due on account of principal of, and interest on, such Bondsthe Class of Notes, upon presentation and surrender thereof: (ia) first, to the Indenture Trustee, any unpaid Indenture Trustee's Trustee Fees then due and any other amounts payable and due to the Indenture Trustee under this Indenture, including any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article V; (iib) second, to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due; (c) third, to the payment of Interest Distribution Amounts then due and unpaid upon the Notes through the day preceding the date on which such payment is made; (d) fourth, to the Note Insurer, any accrued and unpaid Premium Amount; (e) fifth, to the payment of the Note Principal Balance of each of the Outstanding Notes, up to the amount of their respective unpaid Note Principal Balance, ratably, without preference or priority of any kind; (f) sixth, to the Note Insurer (x) the aggregate amount necessary to pay in full any Reimbursement Amounts for the Notes, together with interest thereon at the "Late Payment Rate" specified in the Insurance Agreement from the date such Reimbursement Amounts were due to the Note Insurer to such Distribution Date and (y) any other amounts due and owing to the Note Insurer under the Insurance Agreement; (g) seventh, to the payment of any Net Mortgage Loan Interest Shortfalls of the Notes through the day preceding the date on which such payment is made; (h) eighth, to reimburse the Servicer for Monthly Periodic Advances previously made by, and not previously reimbursed to or retained by, the Services Servicer and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed to or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest above; and (xiii) twelfthninth, the remainder to the payment Holder of the remainder, if any, to the Issuer or any other Person legally entitled theretoTrust Certificate.

Application of Money Collected. If the Bonds Notes have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulled, any money collected by the Indenture Trustee with respect to such Bonds each Class of Notes pursuant to this Article V or otherwise and any other monies that may then be held or thereafter received by the Indenture Trustee as security for such Bonds Class of Notes shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due on account of principal of, and interest on, such BondsClass of Notes, upon presentation and surrender thereof: (ia) first, to the Indenture Trustee, any unpaid Indenture Trustee's Fees then due and any other amounts payable and due to the Indenture Trustee with respect to such Class under this Indenture, Indenture including any amounts in respect of indemnification or reimbursement of costs and expenses including costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article VV (subject to Section 6.16 herein), to the Note Insurer, any unpaid Premium with respect to such Class then due, and to the Owner Trustee, any Owner Trustee Fees with respect to such Class then due; (iib) second, from amounts then on deposit in the related Payment Account, to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation Holders of the related Mortgage Loan or the final liquidation Class of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained byNotes, the ServicerInterest Payment Amount for such Class; (iiic) third, from amounts then on deposit in the related Payment Account, to the Holders of the related Class of Notes, the Base Principal Payment Amount for such Class; (d) fourth, from amounts then on deposit in the related Payment Account, the allocable portion of the Overcollateralization Deficit, if any, for the related Class of Notes; (e) fifth, from amounts then on deposit in the related Payment Account, to the Holders of the other Class of Notes, the Shortfall Amount for the other Class of Notes; (f) sixth, from amounts then on deposit in the related Payment Account, to the Note Insurer, the Reimbursement Amount with respect to the related Class as of such Payment Date; (g) seventh, from amounts then on deposit in the related Payment Account, to the Note Insurer, the Reimbursement Amount with respect to the other Class of Notes as of such Payment Date to the extent not already paid pursuant to clause (f) above; (h) eighth, from amounts then on deposit in the related Payment Account, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Note Principal Balance of the Outstanding Class A BondsNotes of such Class, up to the amount of Current Bond Balances of the Class A Bondstheir unpaid Note Principal Balance, ratably, without preference or priority of any kind; (vi) fifthninth, from amounts then on deposit in the related Payment Account, to the payment related sub-account of the applicable Bond Interest Reserve Account, such Loan Group’s pro rata share of the Reserve Payment Amount based on the amount of Net Monthly Excess Cashflow; (j) tenth, from amounts then on deposit in the related Payment Account, the related Yield Maintenance Account and Interest Carry amounts released from the related sub-account of the Reserve Account, to the Holders of the Class A-1 Notes and the Class A-2 Notes, the Class A-1 Available Funds Cap Carry-Forward Amount or the Class A-2 Available Funds Cap Carry-Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is maderespectively; (vik) sixtheleventh, from amounts then on deposit in the related Payment Account, to the payment of the Bond Balance of the Outstanding Class M-1 BondsMaster Servicer, up any amount due to it with respect to the amount related Group of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kindMortgage Loans; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest above; and (xiil) twelfth, to the payment Indenture Trustee, any amounts in respect of indemnity or reimbursement due the Indenture Trustee under any of the remainderBasic Documents to the extent not previously paid or reimbursed under paragraph (a) hereof; (m) thirteenth, to the Owner Trustee, any amounts due and owing to the Owner Trustee under Article IX of the Trust Agreement or the other Basic Documents, to the extent not already paid by the Servicer pursuant to Section 9.02 of the Trust Agreement; and (n) fourteenth, following the making by the Indenture Trustee of all allocations, transfers and disbursements described above, from amounts then on deposit in each Payment Account, the Indenture Trustee shall distribute to or at the direction of the Certificateholders (as identified in the Certificate Register maintained by the Owner Trustee), the amount remaining on such Payment Date in each Payment Account, if any, to the Issuer or any other Person legally entitled thereto.

Application of Money Collected. If the Bonds Notes have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulled, any money collected by the Indenture Trustee with respect to such Bonds each Class of Notes pursuant to this Article V or otherwise and any other monies that may then be held or thereafter received by the Indenture Trustee as security for such Bonds Class of Notes shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due on account of principal of, and interest on, such BondsClass of Notes, upon presentation and surrender thereof: (ia) first, to the Indenture Trustee, any unpaid Indenture Trustee's Trustee Fees with respect to such Class then due and any other amounts payable and due to the Indenture Trustee with respect to such Class under this Indenture, including any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article V; (iib) second, to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees with respect to the related Pool then due and to reimburse the Servicer for Monthly Periodic Advances with respect to the related Pool previously made by, and not previously reimbursed to or retained by, the Services Servicer and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances with respect to the related Pool previously made by, and not previously reimbursed to or retained by, the Servicer; (iiic) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, Payment Amounts then due and unpaid upon the Outstanding Notes of such Class A Bonds through the day preceding the date on which such payment is made; (ivd) fourth, to the payment of the Bond Note Principal Balance of each of the Outstanding Class A BondsNotes of such Class, up to the amount of Current Bond Balances of the Class A Bondstheir respective unpaid Note Principal Balance, ratably, without preference or priority of any kind; (ve) fifth, to the Note Insurer, as subrogee to the rights of the Noteholders, (x) the aggregate amount necessary to reimburse the Note Insurer for any unreimbursed Reimbursement Amounts for such Class paid by the Note Insurer on prior Payment Dates, together with interest thereon at the "Late Payment Rate" specified in the Insurance Agreement from the date such Reimbursement Amounts were due to the Note Insurer to such Payment Date, (y) the amount of any unpaid Premium Amount for such Class then due, together with interest thereon at the "Late Payment Rate" specified in the Insurance Agreement from the date such amounts were due to such Payment Date and (z) any other amounts due and owing to the Note Insurer for such Class under the Insurance Agreement; (f) sixth, to the payment of the applicable Bond any Net Mortgage Loan Interest and Interest Carry Forward AmountShortfalls of such Class, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vig) sixthseventh, for payment in respect of the other Class of Notes, in the priority set forth in this Section 5.07, to the extent of any shortfall in the payment of the amounts described in clauses (a) through (f) with respect to such other Class; (h) eighth, with respect to the Class A-2 Notes only, to the payment of the Bond Balance of the Outstanding any Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of A-2 Available Funds Cap Carry Carry-Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest above; and (xiii) twelfthninth, the remainder to the payment Holder of the remainder, if any, Trust Certificate relating to the Issuer or any other Person legally entitled theretosuch Class.

Application of Money Collected. (a) If a Payment Default Event shall have occurred and the Bonds have been declared due Indenture Trustee has not yet effected the remedies under Section 6.3(d) and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulledSection 6.16 hereof, any money 42 collected by the Indenture Trustee with in respect to such Bonds pursuant to this Article or otherwise of the Trust Estate and any other monies money that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes, including, without limitation, the amounts on deposit in the General Reserve Account, shall be applied applied, subject to Section 3.4(d), in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due order on account of principal of, and interest on, such Bonds, upon presentation and surrender thereofeach Payment Date: (i) first, to the Indenture Trustee, any unpaid Indenture Trustee's Trustee Fees then due and any other amounts payable extraordinary out-of-pocket expenses and due to indemnities of the Indenture Trustee under this Indenturerelated to a servicing transfer (up to $10,000 per Payment Date, including any costs or expenses and no more than a cumulative total of $100,000) incurred by it in connection with the enforcement and not reimbursed as of the remedies provided for in this Article Vsuch date; (ii) secondto the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees; (vi) to the Trust Owner, any accrued and unpaid Trust Owner Fees; (vii) to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due accrued and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is madeServicing Fees; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 BondsBackup Servicer, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kindaccrued and unpaid Backup Servicing Fees; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward AmountsFunding Agents, if any, then due any accrued and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is madeFees; (x) tenthon a pari passu basis (A) to each Noteholder, its allocable share (determined taking into account only the Noteholder’s allocable share of the Conduit Component Amount, the LIBOR Bank Component Amount and/or the Cost of Funds Bank Component Amount, as the case may be) of the Interest Distribution Amount with respect to the payment of Notes and the Bond Balance of the Outstanding Class M-3 Bondscurrent Payment Date and (B) to each Qualified Hedge Counterparty, up to the amount of the Current Bond Balance of the Class M-3 Bondsits Net Hedge Payment, ratably, without preference or priority of any kindif any; (xi) eleventhto each Noteholder, its pro rata share of all remaining amounts until the Aggregate Outstanding Note Balance is reduced to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest above; andzero; (xii) twelfthto each Qualified Hedge Counterparty, to the payment of the remainderHedge Termination Payments required under its Hedge Agreement, if any, ; (xiii) (xii) to the Issuer or Indenture Trustee, any other Person legally entitled thereto.extraordinary out‑of‑pocket expenses and indemnities of the Indenture Trustee not paid in accordance with clause (i) above;

Application of Money Collected. If the Bonds Notes have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and or annulled, any money collected by the Indenture Trustee with respect to such Bonds the Notes pursuant to this Article V or otherwise and any other monies that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due on account of principal of, and interest on, such Bondsthe Notes, upon presentation and surrender thereof: (i) first, to the Indenture Trustee and the Owner Trustee, any unpaid Indenture Trustee's Fees Trustee Fee and unpaid Owner Trustee Fee, respectively, then due and any other amounts payable and due to the Indenture Trustee and the Owner Trustee under this IndentureIndenture and the Trust Agreement, including any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article VArticle; (ii) second, to the Insurer, any unpaid Premium Amount, then due and payable pursuant to the Insurance Agreement; (iii) to the Master Servicer, any amounts required to pay the Master Servicer for any unpaid Monthly Servicing Fees then due and any other amounts payable and due to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Master Servicer; (iiiiv) third, to the payment of the applicable Bond Interest Distribution Amount and Note Interest Carry Forward Amount, if any, Shortfall then due and unpaid upon the Outstanding Class A Bonds Note Balance through the day preceding the date on upon which such payment is made; (ivv) fourthto the Insurer, all amounts due pursuant to the Insurance Agreement; (vi) to the payment of the Bond Note Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kindunpaid; (vii) seventh, to the payment of Noteholders, the applicable Bond Interest and Interest Carry Net Funds Cap Carry-Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 BondsMaster Servicer, up to the amount of the Current Bond Balance of the Class M-2 Bondsany unreimbursed Servicing Advances, ratably, without preference or priority of any kind;including Nonrecoverable Advances; and (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward AmountsCertificateholders, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date any amount remaining on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class deposit in the same priority as the distribution of Bond Interest above; and (xii) twelfth, to the payment of the remainder, if any, to the Issuer or any other Person legally entitled theretoNote Account.

Application of Money Collected. (a) If a Payment Default Event shall have occurred and the Bonds Indenture Trustee has not yet effected the remedies under Section 6.3(d) and Section 6.16 hereof, any money collected by the Indenture Trustee in respect of the Trust Estate and any other money that may be held thereafter by the Indenture Trustee as security for the Notes, including, without limitation, the amounts on deposit in the General Reserve Account and the Force Majeure Loan Reserve Account, shall be applied in the following order on each Payment Date: (i) to the Indenture Trustee, the Indenture Trustee Fee and any extraordinary out-of-pocket expenses and indemnities of the Indenture Trustee, plus any accrued and unpaid Indenture Trustee Fees with respect to prior Payment Dates; provided, however, that (i) any payments to the Indenture Trustee as reimbursement for any extraordinary out-of-pocket expenses and indemnities owed to the Indenture Trustee related to the transfer of servicing to a successor Servicer will be limited to $30,000 per calendar quarter and $100,000 in the aggregate; and (ii) payments to the Indenture Trustee as reimbursement for any other extraordinary out-of-pocket expenses and indemnities owed to the Indenture Trustee will be limited to $20,000 per calendar year so long as none of the following has occurred: an Event of 54 (ii) to the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees; (vi) to the Servicer, any accrued and unpaid Servicing Fees; (vii) to the Backup Servicer, any accrued and unpaid Backup Servicing Fees (less any amounts received from the Indenture Trustee, as successor Servicer); (viii) to the Class A Noteholders, the Class A Interest Distribution Amount; (ix) to the Class B Noteholders, the Class B Interest Distribution Amount; (x) to the Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the Class A Notes is reduced to zero; (xi) to the Class B Noteholders, all remaining amounts until the Outstanding Note Balance of the Class B Notes is reduced to zero; (xii) to the Class B Noteholders, the Deferred Interest Amount for such Class, if any; (xiii) to the Indenture Trustee, any extraordinary out‑of‑pocket expenses and indemnities owed to the Indenture Trustee not paid in accordance with clause (i) above; (xiv) to the Lockbox Bank, any amounts owed under the Lockbox Agreement not paid in accordance with clause (v) above; and (xv) to the Certificate Distribution Account, any remaining Available Funds for distribution pursuant to the Trust Agreement. (b) If (i) (A) a Payment Default Event shall have occurred or (B) each Class of Notes shall otherwise have been declared due and payable following an Event of Default and such declaration (ii) the Indenture Trustee shall have effected a sale of the Trust Estate under Section 6.3(d) and its consequences have not been rescinded Section 6.16 hereof ((i) and annulled(ii), a “Trust Estate Liquidation Event”), any money collected by the Indenture Trustee with in respect to such Bonds pursuant to this Article or otherwise of the Trust Estate and any other monies money that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes, including without limitation the amounts on deposit in the General Reserve Account and the Force Majeure Loan Reserve Account, shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due order on account of principal of, and interest on, such Bonds, upon presentation and surrender thereof:each Payment Date: 55 (i) first, to the Indenture Trustee, any accrued and unpaid Indenture Trustee's Trustee Fees then due and any other amounts payable out-of-pocket expenses and due to the Indenture Trustee under this Indenture, including any costs or expenses indemnities incurred by it in connection with the enforcement and charged and unpaid as of the remedies provided for in this Article Vsuch date; (ii) secondto the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees and any other amounts owed to the Lockbox Bank pursuant to the Lockbox Agreement; (vi) to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due accrued and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kindServicing Fees; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward AmountBackup Servicer, if any, then due any accrued and unpaid upon Backup Servicing Fees (less any amounts received from the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is madeIndenture Trustee, as successor Servicer); (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 BondsA Noteholders, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kindA Interest Distribution Amount; (ix) ninth, to the payment Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment A Notes is madereduced to zero; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 BondsB Noteholders, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kindB Interest Distribution Amount; (xi) eleventh, to the payment of Class B Noteholders, the aggregate amount of Available Funds Cap Carry Forward Class B Deferred Interest Amount, if any, among all Classes of Bonds in proportion ; (xii) to the respective Available Funds Cap Carry Forward Amounts for each such Class in B Noteholders, all remaining amounts until the same priority as Outstanding Note Balance of the distribution of Bond Interest aboveClass B Notes is reduced to zero; and (xiixiii) twelfth, to the payment of the remainderCertificate Distribution Account, if any, any remaining Available Funds for distribution pursuant to the Issuer or any other Person legally entitled theretoTrust Agreement. (c) Notwithstanding the occurrence and continuation of an Event of Default, prior to the occurrence of a Sequential Pay Event, Noteholders shall continue to be paid in the manner and priorities described in Section 3.4 hereof.

Application of Money Collected. (a) If a Payment Default Event shall have occurred and the Bonds Indenture Trustee has not yet effected the remedies under Section 6.3(d) and Section 6.16 hereof, any money collected by the Indenture Trustee in respect of the Trust Estate and any other money that may be held thereafter by the Indenture Trustee as security for the Notes, including, without limitation, the amounts on deposit in the General Reserve Account, shall be applied in the following order on each Payment Date: (i) to the Indenture Trustee, any unpaid Indenture Trustee Fees and any extraordinary out-of-pocket expenses of the Indenture Trustee related to a servicing transfer (up to $10,000 per Payment Date, and no more than a cumulative total of $100,000) incurred and not reimbursed as of such date; (ii) to the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees; (vi) to the Servicer, any accrued and unpaid Servicing Fees; (vii) to the Backup Servicer, any accrued and unpaid Backup Servicing Fees; (viii) to the Class A Noteholders, the Class A Interest Distribution Amount; (ix) to the Class B Noteholders, the Class B Interest Distribution Amount; (x) to the Class C Noteholders, the Class C Interest Distribution Amount; (xi) to the Class D Noteholders, the Class D Interest Distribution Amount; (xii) to the Class E Noteholders, the Class E Interest Distribution Amount; (xiii) to the Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the Class A Notes is reduced to zero; (xiv) to the Class B Noteholders, all remaining amounts until the Outstanding Note Balance of the Class B Notes is reduced to zero; (xv) to the Class C Noteholders, all remaining amounts until the Outstanding Note Balance of the Class C Notes is reduced to zero; (xvi) to the Class D Noteholders, all remaining amounts until the Outstanding Note Balance of the Class D Notes is reduced to zero; (xvii) to the Class E Noteholders, all remaining amounts until the Outstanding Note Balance of the Class E Notes is reduced to zero; (xviii) to (a) the Class A Noteholders, (b) the Class B Noteholders, (c) the Class C Noteholders, (d) the Class D Noteholders, and (e) the Class E Noteholders, in that order, the Deferred Interest Amount for such Class, if any; (xix) to the Indenture Trustee, any extraordinary out-of-pocket expenses of the Indenture Trustee not paid in accordance with (i) above; and (xx) to the Owner Trustee, any remaining amounts, in accordance with the Trust Agreement. (b) If (i) (A) a Payment Default Event shall have occurred or (B) each Class of Notes shall otherwise have been declared due and payable following an Event of Default and such declaration (ii) the Indenture Trustee shall have effected a sale of the Trust Estate under Section 6.3(d) and its consequences have not been rescinded Section 6.16 hereof ((i) and annulled(ii), a "TRUST ESTATE LIQUIDATION EVENT"), any money collected by the Indenture Trustee with in respect to such Bonds pursuant to this Article or otherwise of the Trust Estate and any other monies money that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes, including without limitation the amounts on deposit in the General Reserve Account, shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due order on account of principal of, and interest on, such Bonds, upon presentation and surrender thereofeach Payment Date: (i) first, to the Indenture Trustee, any unpaid Indenture Trustee's Trustee Fees then due and any other amounts payable and due to the Indenture Trustee under this Indenture, including any costs or expenses incurred by it in connection with the enforcement and charged and unpaid as of the remedies provided for in this Article Vsuch date; (ii) secondto the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees; (vi) to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due accrued and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kindServicing Fees; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward AmountBackup Servicer, if any, then due any accrued and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is madeBackup Servicing Fees; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 BondsA Noteholders, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kindA Interest Distribution Amount; (ix) ninth, to the payment of Class A Noteholders, the applicable Bond Class A Deferred Interest and Interest Carry Forward AmountsAmount, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of Class A Noteholders, all remaining amounts until the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Note Balance of the Class M-3 Bonds, ratably, without preference or priority of any kindA Notes is reduced to zero; (xi) eleventh, to the payment of Class B Noteholders, the aggregate amount of Available Funds Cap Carry Forward Class B Interest Distribution Amount; (xii) to the Class B Noteholders, the Class B Deferred Interest Amount, if any, among all Classes of Bonds in proportion ; (xiii) to the respective Available Funds Cap Carry Forward Amounts for each such Class in B Noteholders, all remaining amounts until the same priority as Outstanding Note Balance of the distribution Class B Notes is reduced to zero; (xiv) to the Class C Noteholders, the Class C Interest Distribution Amount; (xv) to the Class C Noteholders, the Class C Deferred Interest Amount, if any; (xvi) to the Class C Noteholders, all remaining amounts until the Outstanding Note Balance of Bond the Class C Notes is reduced to zero; (xvii) to the Class D Noteholders, the Class D Interest aboveDistribution Amount; (xviii) to the Class D Noteholders, the Class D Deferred Interest Amount, if any; (xix) to the Class D Noteholders, all remaining amounts until the outstanding Note Balance of the Class D Notes is reduced to zero; (xx) to the Class E Noteholders, the Class E Interest Distribution Amount; (xxi) to the Class E Noteholders, the Class E Deferred Interest Amount, if any; (xxii) to the Class E Noteholders, all remaining amounts until the outstanding Note Balance of the Class E Notes is reduced to zero; and (xiixxiii) twelfth, to the payment Owner Trustee, any remaining amounts, in accordance with the Trust Agreement. (c) Notwithstanding the occurrence and continuation of the remainderan Event of Default, if any, prior to the Issuer or any other Person legally entitled theretooccurrence of a Sequential Pay Event, Noteholders shall continue to be paid in the manner and priorities described in Section 3.4 hereof.

Application of Money Collected. a. If a Payment Default Event shall have occurred and the Bonds have been declared due Indenture Trustee has not yet effected the remedies under Section 6.3(d) and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulledSection 6.16 hereof, any money collected by the Indenture Trustee with in respect to such Bonds pursuant to this Article or otherwise of the Collateral and any other monies money that may then be held or thereafter received by the Indenture Trustee as security for the Notes, including, without limitation, the amounts on deposit in the General Reserve Account, the Prefunding Account and the Capitalized Interest Account, shall be applied in accordance with the order set forth in Section 3.4(d) hereof. b. If (i) a Payment Default Event shall have occurred and (ii) the Indenture Trustee shall have effected a sale of the Collateral under Section 6.3(d) and Section 6.16 hereof ((i) and (ii), a “Default Acceleration Event”), any money collected by the Indenture Trustee in respect of the Collateral and any other money that may be held hereafter by the Indenture Trustee as security for the Notes, including without limitation the amounts on deposit in the General Reserve Account, the Prefunding Account and the Capitalized Interest Account (all such Bonds amounts, collectively “Default Collections”) shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due order on account of principal of, and interest on, such Bonds, upon presentation and surrender thereofeach Payment Date: (i) first, i. to the Indenture Trustee, any accrued and unpaid Indenture Trustee's Trustee Fees then due and any other amounts payable and due to out-of-pocket expenses of the Indenture Trustee under this Indenture, including any costs or expenses incurred by it in connection with the enforcement and not reimbursed as of the remedies provided for in this Article Vsuch date; (ii) second, to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, . to the payment of the applicable Bond Texas franchise tax, if any, imposed on the Issuer, to the extent not paid by Silverleaf; iii. to the Servicer, the Servicing Fee, plus any accrued and unpaid Servicing Fees with respect to prior Payment Dates and to the successor servicer, if any, the Servicer Termination Costs, if any (up to a cumulative total of $100,000); iv. to the Backup Servicer, the Backup Servicing Fee, plus any unpaid Backup Servicing Fees with respect to prior Payment Dates; v. to the Class A Noteholders, the Class A Interest and Distribution Amount; vi. to the Class A Noteholders, all remaining Default Collections until the Outstanding Note Balance of the Class A Notes is reduced to zero; vii. to the Class B Noteholders, the Class B Interest Carry Forward Distribution Amount; viii. to the Class B Noteholders, the Class B Deferred Interest Amount, if any; ix. to the Class B Noteholders, then due and unpaid upon all remaining Default Collections until the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Note Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, B Notes is reduced to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest abovezero; and (xii) twelfth, x. to the payment holder of the remainderResidual Certificate, if anyany remaining amounts. c. Notwithstanding the occurrence and continuation of an Event of Default, prior to the Issuer occurrence of a Payment Default Event or any other Person legally entitled theretoDefault Acceleration Event, Noteholders shall continue to be paid in the manner and priorities described in Section 3.4(a) hereof.

Application of Money Collected. (a) If a Payment Default Event shall have occurred and the Bonds Indenture Trustee has not yet effected the remedies under Section 6.3(d) and Section 6.16 hereof, any money collected by the Indenture Trustee in respect of the Trust Estate and any other money that may be held thereafter by the Indenture Trustee as security for the Notes, including, without limitation, the amounts on deposit in the General Reserve Account, shall be applied in the following order on each Payment Date: (i) to the Indenture Trustee, any unpaid Indenture Trustee Fees and any extraordinary out-of-pocket expenses of the Indenture Trustee related to a servicing transfer (up to $10,000 per Payment Date, and no more than a cumulative total of $100,000) incurred and not reimbursed as of such date; (ii) to the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees; (vi) to the Trust Owner, any accrued and unpaid Trust Owner Fees; (vii) to the Servicer, any accrued and unpaid Servicing Fees; (viii) to the Backup Servicer, any accrued and unpaid Backup Servicing Fees; (ix) to the Agent and the Placement Agent, any accrued and unpaid Fees; (x) on a pari passu basis, to the Class A Noteholders holding LIBOR Notes and CP Notes, the Class A LIBOR Interest Distribution Amount and Class A CP Interest Distribution Amount, respectively; (xi) on a pari passu basis, to the Class B Noteholders holding LIBOR Notes and CP Notes, the Class B LIBOR Interest Distribution Amount and Class B CP Interest Distribution Amount, respectively; (xii) on a pari passu basis, to the Class C Noteholders holding LIBOR Notes and CP Notes, the Class C LIBOR Interest Distribution Amount and Class C CP Interest Distribution Amount, respectively; (xiii) on a pari passu basis, to the Class D Noteholders holding LIBOR Notes and CP Notes, the Class D LIBOR Interest Distribution Amount and Class D CP Interest Distribution Amount, respectively; (xiv) on a pari passu basis, to the Class E Noteholders holding LIBOR Notes and CP Notes, the Class E LIBOR Interest Distribution Amount and Class E CP Interest Distribution Amount, respectively; (xv) to the Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the Class A Notes is reduced to zero; (xvi) to the Class B Noteholders, all remaining amounts until the Outstanding Note Balance of the Class B Notes is reduced to zero; (xvii) to the Class C Noteholders, all remaining amounts until the Outstanding Note Balance of the Class C Notes is reduced to zero; (xviii) to the Class D Noteholders, all remaining amounts until the Outstanding Note Balance of the Class D Notes is reduced to zero; (xix) to the Class E Noteholders, all remaining amounts until the Outstanding Note Balance of the Class E Notes is reduced to zero; (xx) to the Indenture Trustee, any extraordinary out-of-pocket expenses of the Indenture Trustee not paid in accordance with clause (i) above; (xxi) to the Class A Noteholders, the Class B Noteholders, the Class C Noteholders, the Class D Noteholders and the Class E Noteholders, to the extent applicable, amounts specified by the Agent and the Servicer as payable to such Noteholders pursuant to Sections 6.1, 6.2 and 6.3 of the Note Funding Agreement; (xxii) any amounts due and payable by the Issuer under the Transaction Documents, but not paid above (including, but not limited to, amounts owed by the Issuer in respect of its indemnification obligations); and (xxiii) any remaining Available Funds to the Certificate Distribution Account for distribution pursuant to the Trust Agreement. (b) If (i) (A) a Payment Default Event shall have occurred or (B) each Class of Notes shall otherwise have been declared due and payable following an Event of Default and such declaration (ii) the Indenture Trustee shall have effected a sale of the Trust Estate under Section 6.3(d) and its consequences have not been rescinded Section 6.16 hereof ((i) and annulled(ii), a “Trust Estate Liquidation Event”), any money collected by the Indenture Trustee with in respect to such Bonds pursuant to this Article or otherwise of the Trust Estate and any other monies money that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes, including without limitation the amounts on deposit in the General Reserve Account, shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due order on account of principal of, and interest on, such Bonds, upon presentation and surrender thereofeach Payment Date: (i) first, to the Indenture Trustee, any accrued and unpaid Indenture Trustee's Trustee Fees then due and any other amounts payable and due to the Indenture Trustee under this Indenture, including any costs or certain expenses incurred by it in connection with the enforcement and charged and unpaid as of the remedies provided for in this Article Vsuch date; (ii) secondto the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees; (vi) to the Trust Owner, any accrued and unpaid Trust Owner Fees; (vii) to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due accrued and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is madeServicing Fees; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 BondsBackup Servicer, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kindaccrued and unpaid Backup Servicing Fees; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward AmountsAgent, if any, then due any accrued and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is madeFees; (x) tenthon a pari passu basis, to the payment of the Bond Balance of the Outstanding Class M-3 BondsA Noteholders holding LIBOR Notes and CP Notes, up to the amount of the Current Bond Balance of the Class M-3 BondsA LIBOR Interest Distribution Amount and the Class A CP Interest Distribution Amount, ratably, without preference or priority of any kindrespectively; (xi) eleventhto the Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the Class A Notes is reduced to zero; (xii) on a pari passu basis, to the payment Class B Noteholders holding LIBOR Notes and CP Notes, the Class B LIBOR Interest Distribution Amount and the Class B CP Interest Distribution Amount, respectively; (xiii) to the Class B Noteholders, all remaining amounts until the Outstanding Note Balance of the aggregate amount of Available Funds Cap Carry Forward Class B Notes is reduced to zero; (xiv) on a pari passu basis, to the Class C Noteholders holding LIBOR Notes and CP Notes, the Class C LIBOR Interest Distribution Amount and the Class C CP Interest Distribution Amount, if any, among all Classes of Bonds in proportion respectively; (xv) to the respective Available Funds Cap Carry Forward Amounts for each Class C Noteholders, all remaining amounts until the Outstanding Note Balance of the Class C Notes is reduced to zero; (xvi) on a pari passu basis, to the Class D Noteholders holding LIBOR Notes and CP Notes, the Class D LIBOR Interest Distribution Amount and the Class D CP Interest Distribution Amount, respectively; (xvii) to the Class D Noteholders, all remaining amounts until the Outstanding Note Balance of the Class D Notes is reduced to zero; (xviii) on a pari passu basis, to the Class E Noteholders holding LIBOR Notes and CP Notes, the Class E LIBOR Interest Distribution Amount and the Class E CP Interest Distribution Amount, respectively; (xix) to the Class E Noteholders, all remaining amounts until the Outstanding Note Balance of the Class E Notes is reduced to zero; (xx) to the Class A Noteholders, the Class B Noteholders, the Class C Noteholders, the Class D Noteholders and the Class E Noteholders, to the extent applicable, amounts specified by the Agent and the Servicer as payable to such Class Noteholders pursuant to Sections 6.1, 6.2 and 6.3 of the Note Funding Agreement; (xxi) any amounts due and payable by the Issuer under the Transaction Documents, but not paid above (including, but not limited to, amounts owed by the Issuer in the same priority as the distribution respect of Bond Interest aboveits indemnification obligations); and (xiixxii) twelfth, any remaining Available Funds to the payment of the remainder, if any, Certificate Distribution Account for distribution pursuant to the Issuer or any other Person legally entitled theretoTrust Agreement.

Application of Money Collected. If the Bonds Notes have been declared due and payable following an Event of Default or an Amortization Event and such declaration and its consequences have not been rescinded and annulled, any money collected by the Indenture Trustee with respect to such Bonds the Notes pursuant to this Article V or otherwise and any other monies that may then be held or thereafter received by the Indenture Trustee as security for such Bonds Notes shall be applied in the following orderorder (unless otherwise determined by the Initial Purchaser pursuant to the occurrence of an Amortization Event), at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due on account of principal of, and interest on, such Bondsthe Notes, upon presentation and surrender thereof: (ia) first, to the Indenture Trustee, any unpaid Indenture Trustee Fees then due and any other amounts payable and due to the Indenture Trustee under this Indenture, including any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article V; provided, however, that any amounts payable to the Indenture Trustee pursuant to this clause (a) shall be limited in the aggregate to $150,000 per annum; (b) second, to the payment of any Interest Payment Amount then due and unpaid upon the Outstanding Notes through the day preceding the date on which such payment is made; (c) third, to the payment of the Note Principal Balance of each of the Outstanding Notes, up to the amount of their respective unpaid Note Principal Balance, ratably, without preference or priority of any kind; (d) fourth, to the extent not paid pursuant to clause (a) above, to the Indenture Trustee's , any unpaid Indenture Trustee Fees then due and any other amounts payable and due to the Indenture Trustee under this Indenture, including any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article V; (iie) secondfifth, to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Periodic Advances previously made by, and not previously reimbursed to or retained by, the Services Servicer and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed to or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest above; and (xiif) twelfthsixth, the remainder to the payment Holder of the remainder, if any, to the Issuer or any other Person legally entitled theretoTrust Certificates.

Application of Money Collected. If the Bonds Notes have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulled, any money collected by the Indenture Trustee with respect to such Bonds either Mortgage Loan Group pursuant to this Article V or otherwise and any other monies that may then be held or thereafter received by the Indenture Trustee as security for the Notes relating to such Bonds Mortgage Loan Group shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due on account of principal of, and interest on, such BondsClass of Notes, upon presentation and surrender thereof: (ia) first, to the Indenture Trustee, any unpaid Indenture Trustee's Trustee Fees with respect to such Class then due and any other amounts payable and due to the Indenture Trustee with respect to such Class under this Indenture, including any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article V; (iib) second, to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees with respect to the related Mortgage Loan Group then due; (c) third, to the payment of Interest Distribution Amounts then due and unpaid upon the Notes relating to such Mortgage Loan Group through the day preceding the date on which such payment is made; (d) fourth, to the Note Insurer, any accrued and unpaid Premium Amount with respect to the related Mortgage Loan Group; (e) fifth, to the payment of the Note Principal Balance of each of the Outstanding Notes relating to such Mortgage Loan Group, up to the amount of their respective unpaid Note Principal Balance, ratably, without preference or priority of any kind; (f) sixth, to the Note Insurer (x) the aggregate amount necessary to pay in full any Reimbursement Amounts for the Notes relating to such Mortgage Loan Group, together with interest thereon at the "Late Payment Rate" specified in the Insurance Agreement from the date such Reimbursement Amounts were due to the Note Insurer to such Distribution Date and (y) any other amounts due and owing to the Note Insurer for such Class under the Insurance Agreement; (g) seventh, for payment in respect of the other Mortgage Loan Group, in the priority set forth in this Section 5.07, to the extent of any shortfall in the payment of the amounts described in clauses (a) through (f) with respect to such other Mortgage Loan Group; (h) eighth, to the payment of any Net Mortgage Loan Interest Shortfalls of the Notes in both Mortgage Loan Groups through the day preceding the date on which such payment is made; (i) ninth, to reimburse the Servicer for Monthly Periodic Advances with respect to the related Mortgage Loan Group previously made by, and not previously reimbursed to or retained by, the Services Servicer and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances with respect to the related Mortgage Loan Group previously made by, and not previously reimbursed to or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest above; and (xiij) twelfthtenth, the remainder to the payment Holder of the remainder, if any, Trust Certificate relating to the Issuer or any other Person legally entitled theretosuch Class.

Application of Money Collected. If the Bonds Notes have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulled, any money collected by the Indenture Trustee with respect to such Bonds each Class of Notes pursuant to this Article V or otherwise and any other monies that may then be held or thereafter received by the Indenture Trustee as security for such Bonds Class of Notes shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due on account of principal of, and interest on, such BondsClass of Notes, upon presentation and surrender thereof: (i) first, to the Indenture Trustee, any unpaid Indenture Trustee's Trustee Fees then due and any other amounts payable and due to the Indenture Trustee under this Indenture, Indenture including any amounts in respect of indemnification or reimbursement of costs and expenses including costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article VV (subject to Section 6.16 herein), and any Owner Trustee Fees then due to the extent not already paid pursuant to Section 9.01 of the Trust Agreement and to the Owner Trustee, any amounts in respect of indemnification then due under Section 9.02 of the Trust Agreement to the extent not already paid pursuant to Section 9.02 of the Trust Agreement, in an amount not to exceed $50,000 in any calendar year; (ii) second, any Swap Termination Payment payable to the ServicerSwap Provider, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicerother than a Defaulted Swap Termination Payment; (iii) third, concurrently, (a) from money collected with respect to the payment of Group I Mortgage Loans, any Accrued Note Interest to the applicable Bond Class A-1 Notes, and (b) from money collected with respect to the Group II Mortgage Loans, any Accrued Note Interest and pro rata to the Class A-2 Notes; provided, that if after making distributions pursuant to paragraph (iii) above Accrued Note Interest Carry Forward Amount, if anyis owed on the Class A Notes, then due and unpaid upon any remaining amount of money relating to the Outstanding other Group of Mortgage Loans after making distributions on the related Class of Class A Bonds through Notes will be available to pay Accrued Note Interest to the day preceding the date on which such payment is madeother Class of Class A Notes; (iv) fourth, concurrently, (a) from money collected with respect to the Group I Mortgage Loans, to the Class A-1 Notes as a payment of the Bond Balance principal in reduction of the Outstanding its Class A Bonds, up Note Balances until it has been reduced to zero; and (b) from money collected with respect to the amount of Current Bond Balances of Group II Mortgage Loans, first, to the Class A-2A Notes until their Class Note Balance has been reduced to zero, second, to the Class A-2B Notes until their Class Note Balance has been reduced to zero and third, to the Class A-2C Notes until their Class Note Balance has been reduced to zero; provided, that if after making distributions pursuant to paragraph (iv) above any remaining Class Note Balance is owed on the Class A BondsNotes related to a Group, ratablythen any remaining amount of money relating to the other Group of Mortgage Loans will be available to make payments of principal to the such Classes of Class A Notes, without preference or priority of any kindin accordance with the payment priorities set forth in paragraph (iv) above; (v) fifth, any Accrued Note Interest to the payment of the applicable Bond Interest and Interest Carry Forward AmountClass M Notes, if anysequentially, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is madein ascending numerical order; (vi) sixth, any remaining Class Note Balance to the payment of the Bond Balance of the Outstanding Class M-1 BondsM Notes, up to the amount of the Current Bond Balances of the Class M-1 Bondssequentially, ratably, without preference or priority of any kindin ascending numerical order; (vii) seventh, concurrently, any Class A-1 Basis Risk Carry Forward Amount to the payment of the applicable Bond Interest and Interest Class A-1 Notes, any Class A-2A Basis Risk Carry Forward AmountAmount to the Class A-2A Notes, if any, then any Class A-2B Basis Risk Carry Forward Amount to the Class A-2B Notes and any Class A-2C Basis Risk Carry Forward Amount to the Class A-2C Notes pro rata by the respective Basis Risk Carry Forward Amounts due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which to such payment is madeclasses of Notes; (viii) eighth, any Basis Risk Carry Forward Amount to the payment of the Bond Balance of the Outstanding Class M-2 BondsM Notes, up to the amount of the Current Bond Balance of the Class M-2 Bondssequentially, ratably, without preference or priority of any kindin ascending numerical order; (ix) ninth, any Deferred Interest to the payment of the applicable Bond Interest and Interest Carry Forward AmountsClass M Notes, if anysequentially, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is madein ascending numerical order; (x) tenth, any amounts due to the payment Indenture Trustee to the extent not paid pursuant to Section 5.07(i) hereof and any amounts due to the Owner Trustee under Article IX of the Bond Balance Trust Agreement or the other Basic Documents to the extent not already paid pursuant to Section 5.07(i) or Section 9.02 of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kindTrust Agreement; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest aboveany Defaulted Swap Termination Payment; and (xii) twelfth, any remainder to the payment of the remainderCertificates. All distributions in paragraphs (i) above, if any, shall be made from money collected with respect to the Issuer or any other Person legally entitled theretoGroup I Mortgage Loans and the Group II Mortgage Loans, pro rata based on the aggregate amount of money collected with respect to such Group and available to make the related payment and all distributions in paragraphs (ii) above, shall be made from money collected with respect to the Group I Mortgage Loans and the Group II Mortgage Loans, pro rata based on upon each group’s related component notional amount, as shown in Schedule 2 to this Indenture.

Application of Money Collected. (a) If a Payment Default Event shall have occurred and the Bonds Indenture Trustee has not yet effected the remedies under Section 6.3(d) and Section 6.16 hereof, any money collected by the Indenture Trustee in respect of the Trust Estate and any other money that may be held thereafter by the Indenture Trustee as security for the Notes, including, without limitation, the amounts on deposit in the General Reserve Account, shall be applied in the following order on each Payment Date: (i) to the Indenture Trustee, any unpaid Indenture Trustee Fees and any extraordinary out-of-pocket expenses of the Indenture Trustee (up to $10,000 per Payment Date and no more than a cumulative total of $100,000 for Servicer Termination Costs), incurred and not reimbursed as of such date; (ii) to the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees; (vi) to the Servicer, any accrued and unpaid Servicing Fees; (vii) to the Backup Servicer, any accrued and unpaid Backup Servicing Fees (less any amounts received from the Indenture Trustee, as successor Servicer); (viii) to the Class A Noteholders, the Class A Interest Distribution Amount; (ix) to the Class B Noteholders, the Class B Interest Distribution Amount; (x) to the Class C Noteholders, the Class C Interest Distribution Amount; (xi) to the Class D Noteholders, the Class D Interest Distribution Amount; (xii) to the Class E Noteholders, the Class E Interest Distribution Amount; (xiii) to the Class F Noteholders, the Class F Interest Distribution Amount; (xiv) to the Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the Class A Notes is reduced to zero; (xv) to the Class A Noteholders, the Deferred Interest Amount for such Class, if any; (xvi) to the Class B Noteholders, all remaining amounts until the Outstanding Note Balance of the Class B Notes is reduced to zero; (xvii) to the Class B Noteholders, the Deferred Interest Amount for such Class, if any; (xviii) to the Class C Noteholders, all remaining amounts until the Outstanding Note Balance of the Class C Notes is reduced to zero; (xix) to the Class C Noteholders, the Deferred Interest Amount for such Class, if any; (xx) to the Class D Noteholders, all remaining amounts until the Outstanding Note Balance of the Class D Notes is reduced to zero; (xxi) to the Class D Noteholders, the Deferred Interest Amount for such Class, if any; (xxii) to the Class E Noteholders, all remaining amounts until the Outstanding Note Balance of the Class E Notes is reduced to zero; (xxiii) to the Class E Noteholders, the Deferred Interest Amount for such Class, if any; (xxiv) to the Class F Noteholders, all remaining amounts until the Outstanding Note Balance of the Class F Notes is reduced to zero; (xxv) to the Class F Noteholders, the Deferred Interest Amount for such Class, if any; (xxvi) to the Class G Noteholders, the Class G Interest Distribution Amount; (xxvii) to the Class G Noteholders, all remaining amounts until the Outstanding Note Balance of the Class G Notes is reduced to zero; (xxviii) to the Class G Noteholders, the Deferred Interest Amount for such Class, if any; (xxix) to the Indenture Trustee, any extraordinary out-of-pocket expenses of the Indenture Trustee not paid in accordance with (i) above; and (xxx) any remaining Available Funds to the Certificate Distribution Account for distribution pursuant to the Trust Agreement. (b) If (i) (A) a Payment Default Event shall have occurred or (B) each Class of Notes shall otherwise have been declared due and payable following an Event of Default and such declaration (ii) the Indenture Trustee shall have effected a sale of the Trust Estate under Section 6.3(d) Section and its consequences have not been rescinded 6.16 hereof ((i) and annulled(ii), a “Trust Estate Liquidation Event”), any money collected by the Indenture Trustee with in respect to such Bonds pursuant to this Article or otherwise of the Trust Estate and any other monies money that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes, including without limitation the amounts on deposit in the General Reserve Account, shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due order on account of principal of, and interest on, such Bonds, upon presentation and surrender thereofeach Payment Date: (i) first, to the Indenture Trustee, any accrued and unpaid Indenture Trustee's Trustee Fees then due and any other amounts payable and due to the Indenture Trustee under this Indenture, including any costs or certain expenses incurred by it in connection with the enforcement and charged and unpaid as of the remedies provided for in this Article Vsuch date; (ii) secondto the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees; (vi) to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due accrued and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kindServicing Fees; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward AmountBackup Servicer, if any, then due any accrued and unpaid upon Backup Servicing Fees (less any amounts received from the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is madeIndenture Trustee, as successor Servicer); (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 BondsA Noteholders, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kindA Interest Distribution Amount; (ix) ninth, to the payment of Class A Noteholders, the applicable Bond Class A Deferred Interest and Interest Carry Forward AmountsAmount, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of Class A Noteholders, all remaining amounts until the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Note Balance of the Class M-3 Bonds, ratably, without preference or priority of any kindA Notes is reduced to zero; (xi) eleventh, to the payment of Class B Noteholders, the aggregate amount of Available Funds Cap Carry Forward Class B Interest Distribution Amount; (xii) to the Class B Noteholders, the Class B Deferred Interest Amount, if any, among all Classes of Bonds in proportion ; (xiii) to the respective Available Funds Cap Carry Forward Amounts for each such Class in B Noteholders, all remaining amounts until the same priority as Outstanding Note Balance of the distribution Class B Notes is reduced to zero; (xiv) to the Class C Noteholders, the Class C Interest Distribution Amount; (xv) to the Class C Noteholders, the Class C Deferred Interest Amount, if any; (xvi) to the Class C Noteholders, all remaining amounts until the Outstanding Note Balance of Bond the Class C Notes is reduced to zero; (xvii) to the Class D Noteholders, the Class D Interest aboveDistribution Amount; (xviii) to the Class D Noteholders, the Class D Deferred Interest Amount, if any; (xix) to the Class D Noteholders, all remaining amounts until the Outstanding Note Balance of the Class D Notes is reduced to zero; (xx) to the Class E Noteholders, the Class E Interest Distribution Amount; (xxi) to the Class E Noteholders, the Class E Deferred Interest Amount, if any; (xxii) to the Class E Noteholders, all remaining amounts until the Outstanding Note Balance of the Class E Notes is reduced to zero; (xxiii) to the Class F Noteholders, the Class F Interest Distribution Amount; (xxiv) to the Class F Noteholders, the Class F Deferred Interest Amount, if any; (xxv) to the Class F Noteholders, all remaining amounts until the Outstanding Note Balance of the Class F Notes is reduced to zero; (xxvi) to the Class G Noteholders, the Class G Interest Distribution Amount; (xxvii) to the Class G Noteholders, the Class G Deferred Interest Amount, if any; (xxviii) to the Class G Noteholders, all remaining amounts until the Outstanding Note Balance of the Class G Notes is reduced to zero; and (xiixxix) twelfth, any remaining Available Funds to the payment of the remainder, if any, Certificate Distribution Account for distribution pursuant to the Issuer or any other Person legally entitled theretoTrust Agreement. (c) Notwithstanding the occurrence and continuation of an Event of Default, prior to the occurrence of a Sequential Pay Event, Noteholders shall continue to be paid in the manner and priorities described in Section 3.4 hereof.

Application of Money Collected. (a) If a Payment Default Event shall have occurred and the Bonds Indenture Trustee has not yet effected the remedies under Section 6.3(d) and Section 6.16 hereof, any money collected by the Indenture Trustee in respect of the Trust Estate and any other money that may be held thereafter by the Indenture Trustee as security for the Notes, including, without limitation, the amounts on deposit in the General Reserve Account and the Force Majeure Loan Reserve Account, shall be applied in the following order on each Payment Date: (i) to the Indenture Trustee, the Indenture Trustee Fee and any extraordinary out-of-pocket expenses of the Indenture Trustee, plus any accrued and unpaid Indenture Trustee Fees with respect to prior Payment Dates; provided, however, that (i) any payments to the Indenture Trustee as reimbursement for any extraordinary out-of-pocket expenses of the Indenture Trustee related to the transfer of servicing to a successor Servicer will be limited to $30,000 per calendar quarter and $100,000 in the aggregate; and (ii) payments to the Indenture Trustee as reimbursement for any other extraordinary out-of-pocket expenses of the Indenture Trustee will be limited to $20,000 per calendar year so long as none of the following has occurred: an Event of Default, acceleration of the Notes or the liquidation of the Trust Estate pursuant to the Indenture; (ii) to the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees; (vi) to the Servicer, any accrued and unpaid Servicing Fees; (vii) to the Backup Servicer, any accrued and unpaid Backup Servicing Fees (less any amounts received from the Indenture Trustee, as successor Servicer); (viii) to the Class A Noteholders, the Class A Interest Distribution Amount; (ix) to the Class B Noteholders, the Class B Interest Distribution Amount; (x) to the Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the Class A Notes is reduced to zero; (xi) to the Class B Noteholders, all remaining amounts until the Outstanding Note Balance of the Class B Notes is reduced to zero; (xii) to the Class B Noteholders, the Deferred Interest Amount for such Class, if any; (xiii) to the Indenture Trustee, any extraordinary out‑of‑pocket expenses of the Indenture Trustee not paid in accordance with (i) above; (xiv) to the Lockbox Bank, any amounts owed under the Lockbox Agreement not paid in accordance with clause (v) above; and (xv) any remaining Available Funds to the Certificate Distribution Account for distribution pursuant to the Trust Agreement. (b) If (i) (A) a Payment Default Event shall have occurred or (B) each Class of Notes shall otherwise have been declared due and payable following an Event of Default and such declaration (ii) the Indenture Trustee shall have effected a sale of the Trust Estate under Section 6.3(d) and its consequences have not been rescinded Section 6.16 hereof ((i) and annulled(ii), a “Trust Estate Liquidation Event”), any money collected by the Indenture Trustee with in respect to such Bonds pursuant to this Article or otherwise of the Trust Estate and any other monies money that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes, including without limitation the amounts on deposit in the General Reserve Account and the Force Majeure Loan Reserve Account, shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due order on account of principal of, and interest on, such Bonds, upon presentation and surrender thereofeach Payment Date: (i) first, to the Indenture Trustee, any accrued and unpaid Indenture Trustee's Trustee Fees then due and any other amounts payable and due to the Indenture Trustee under this Indenture, including any costs or certain expenses incurred by it in connection with the enforcement and charged and unpaid as of the remedies provided for in this Article Vsuch date; (ii) secondto the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees and any other amounts owed to the Lockbox Bank pursuant to the Lockbox Agreement; (vi) to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due accrued and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kindServicing Fees; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward AmountBackup Servicer, if any, then due any accrued and unpaid upon Backup Servicing Fees (less any amounts received from the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is madeIndenture Trustee, as successor Servicer); (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 BondsA Noteholders, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kindA Interest Distribution Amount; (ix) ninth, to the payment Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment A Notes is madereduced to zero; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 BondsB Noteholders, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kindB Interest Distribution Amount; (xi) eleventh, to the payment of Class B Noteholders, the aggregate amount of Available Funds Cap Carry Forward Class B Deferred Interest Amount, if any, among all Classes of Bonds in proportion ; (xii) to the respective Available Funds Cap Carry Forward Amounts for each such Class in B Noteholders, all remaining amounts until the same priority as Outstanding Note Balance of the distribution of Bond Interest aboveClass B Notes is reduced to zero; and (xiixiii) twelfth, any remaining Available Funds to the payment of the remainder, if any, Certificate Distribution Account for distribution pursuant to the Issuer or any other Person legally entitled theretoTrust Agreement. (c) Notwithstanding the occurrence and continuation of an Event of Default, prior to the occurrence of a Sequential Pay Event, Noteholders shall continue to be paid in the manner and priorities described in Section 3.4 hereof.

Application of Money Collected. If the Bonds Notes have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulled, any money collected by the Indenture Trustee with respect to such Bonds each Class of Notes pursuant to this Article V or otherwise and any other monies that may then be held or thereafter received by the Indenture Trustee as security for such Bonds Class of Notes shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due on account of principal of, and interest on, such BondsClass of Notes, upon presentation and surrender thereof: (ia) first, to the Indenture Trustee, any unpaid Indenture Trustee's Trustee Fees with respect to such Class then due and any other amounts payable and due to the Indenture Trustee with respect to such Class under this Indenture, including any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article V; (iib) second, to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees with respect to the related Pool then due and to reimburse the Servicer for Monthly Periodic Advances with respect to the related Pool previously made by, and not previously reimbursed to or retained by, the Services Servicer and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances with respect to the related Pool previously made by, and not previously reimbursed to or retained by, the Servicer; (iiic) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, Payment Amounts then due and unpaid upon the Outstanding Notes of such Class A Bonds through the day preceding the date on which such payment is made; (ivd) fourth, to the payment of the Bond Note Principal Balance of each of the Outstanding Class A BondsNotes of such Class, up to the amount of Current Bond Balances of the Class A Bondstheir respective unpaid Note Principal Balance, ratably, without preference or priority of any kind; (ve) fifth, to the Note Insurer, as subrogee to the rights of the Noteholders, (x) the aggregate amount necessary to reimburse the Note Insurer for any unreimbursed Reimbursement Amounts for such Class paid by the Note Insurer on prior Payment Dates, together with interest thereon at the "Late Payment Rate" specified in the Insurance Agreement from the date such Reimbursement Amounts were due to the Note Insurer to such Payment Date, (y) the amount of any unpaid Premium Amount for such Class then due, together with interest thereon at the "Late Payment Rate" specified in the Insurance Agreement from the date such amounts were due to such Payment Date and (z) any other amounts due and owing to the Note Insurer for such Class under the Insurance Agreement; (f) sixth, to the payment of any Net Mortgage Loan Interest Shortfalls of such Class, pro rata, based on the applicable Bond Interest and Interest Carry Forward Amountrelative amounts of such shortfalls, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vig) sixthseventh, for payment in respect of the other Classes of Notes, pro rata, based on the relative amounts of such shortfalls, in the priority set forth in this Section 5.07, to the extent of any shortfall in the payment of the amounts described in clauses (a) through (f) with respect to such other Classes; (h) eighth, with respect to the Class A-3 Notes only, to the payment of the Bond Balance of the Outstanding any Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of A-3 Available Funds Cap Carry Carry-Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest above; and (xiii) twelfthninth, the remainder to the payment Holder of the remainder, if any, Trust Certificate relating to the Issuer or any other Person legally entitled theretosuch Class.

Application of Money Collected. If the Bonds Notes have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulled, any money collected by the Indenture Trustee with respect to such Bonds each Class of Notes pursuant to this Article or otherwise and any other monies that may then be held or thereafter received by the Indenture Trustee as security for such Bonds Class of Notes shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due on account of principal of, and interest on, such BondsClass of Notes, upon presentation and surrender thereof: (i) first, to the Indenture Trustee, any unpaid Indenture Trustee's Fees with respect to such Class then due and any other amounts payable and due to the Indenture Trustee with respect to such Class under this Indenture, including any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article V; (ii) second, to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees with respect to such Class then due and to reimburse the Servicer for related Monthly Advances previously made by, and not previously reimbursed or retained by, the Services Servicer and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances with respect to such Class previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Note Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Notes of such Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Note Balance of the Outstanding Class A BondsNotes of such Class, up to the amount of their respective Current Bond Balances of the Class A BondsNote Balances, ratably, without preference or priority of any kind; (v) fifth, to the payment Note Insurer, as subrogee to the rights of the applicable Bond Interest and Interest Carry Forward AmountNoteholders, if any(A) the aggregate amount necessary to reimburse the Note Insurer for any unreimbursed Insured Payments for such Class paid by the Note Insurer on prior Payment Dates, together with interest thereon at the "Late Payment Rate" specified in the Insurance Agreement from the date such Insured Payments were paid by the Note Insurer to such Payment Date, (B) the amount of any unpaid Note Insurer Premium for such Class then due, together with interest thereon at the "Late Payment Rate" specified in the Insurance Agreement from the date such amounts were due and unpaid upon (C) any other amounts due and owing to the Outstanding Note Insurer for such Class M-1 Bonds through under the day preceding the date on which such payment is made;Insurance Agreement; and (vi) sixth, the remainder to the Certificate Distribution Account for payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest above; and (xii) twelfth, to the payment of the remainder, if any, to the Issuer or any other Person legally entitled theretoCertificateholders.

Application of Money Collected. If the Bonds Notes have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulled, any money collected by the Indenture Trustee with respect to such Bonds pursuant to this Article or otherwise and any other monies that may then be held or thereafter received by the Indenture Trustee as security for such Bonds shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due on account of principal of, and interest on, such Bondsthe Notes, upon presentation and surrender thereof: (i) first, to the Servicer and Indenture Trustee, any the unpaid Monthly Servicing Fee and Indenture Trustee's Fees then Fee due and any other amounts payable and due to the Indenture Trustee under this Indenture, including any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article V; (ii) second, to the Servicer, Servicer any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, that are reimbursable to the Servicer (other than those included in liquidation expenses for any Liquidated Mortgage Loan and not previously reimbursed or retained by, from the Servicerrelated Liquidation Proceeds and from Insurance Proceeds) under the Servicing Agreement; (iii) thirdto the PMI Insurer, the amount owing to the PMI Insurer for the premium payable in respect of the PMI Mortgage Loans; (iv) to the Note Insurer, the Note Insurer Premium due under the Insurance Agreement; (v) to the Noteholders, the Note Interest due under this Indenture; (vi) to the Noteholders, the amount of Monthly Principal for the Notes with respect to such date, in reduction of the Note Balance until the Note Balance is reduced to zero; (vii) to the Note Insurer, the amount owing to the Note Insurer under the Insurance Agreement for reimbursement for prior draws made on the Insurance Policy in respect of the Notes and any other amounts owing to the Note Insurer under the Insurance Agreement (including any unpaid Note Insurer Premium in respect of the Notes); (viii) to the Noteholders, the Overcollateralization Deficiency Amount, if any, due under this Indenture; (ix) to the Indenture Trustee pursuant to the terms of the Servicing Agreement, Transition Expenses in excess of $50,000, if any, and other costs and expenses, if not paid by the Servicer pursuant to the Servicing Agreement or the Custodial Agreement; and (x) to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Note Balance of the Outstanding Class A BondsNotes, up to the amount of their Current Bond Balances of the Class A Bonds, ratablyNote Balances, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest above; and (xii) twelfth, to the payment of the remainder, if any, to the Issuer or any other Person legally entitled thereto.

Application of Money Collected. (a) If a Payment Default Event shall have occurred and the Bonds Indenture Trustee has not yet effected the remedies under Section 6.3(d) and Section 6.16 hereof, any money collected by the Indenture Trustee in respect of the Trust Estate and any other money that may be held thereafter by the Indenture Trustee as security for the Notes, including, without limitation, the amounts on deposit in the General Reserve Account, shall be applied in the following order on each Payment Date: (i) to the Indenture Trustee, any unpaid Indenture Trustee Fees and any extraordinary out-of-pocket expenses of the Indenture Trustee (up to $10,000 per Payment Date and no more than a cumulative total of $100,000 for Servicer Termination Costs), incurred and not reimbursed as of such date; (ii) to the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees; (vi) to the Trust Owner, any accrued and unpaid Trust Owner Fees; (vii) to the Servicer, any accrued and unpaid Servicing Fees; (viii) to the Backup Servicer, any accrued and unpaid Backup Servicing Fees; (ix) to the Class A Noteholders, the Class A Interest Distribution Amount; (x) to the Class B Noteholders, the Class B Interest Distribution Amount; (xi) to the Class C Noteholders, the Class C Interest Distribution Amount; (xii) to the Class D Noteholders, the Class D Interest Distribution Amount; (xiii) to the Class E Noteholders, the Class E Interest Distribution Amount; (xiv) to the Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the Class A Notes is reduced to zero; (xv) to the Class A Noteholders, the Deferred Interest Amount for such Class, if any; (xvi) to the Class B Noteholders, all remaining amounts until the Outstanding Note Balance of the Class B Notes is reduced to zero; (xvii) to the Class B Noteholders, the Deferred Interest Amount for such Class, if any; (xviii) to the Class C Noteholders, all remaining amounts until the Outstanding Note Balance of the Class C Notes is reduced to zero; (xix) to the Class C Noteholders, the Deferred Interest Amount for such Class, if any; (xx) to the Class D Noteholders, all remaining amounts until the Outstanding Note Balance of the Class D Notes is reduced to zero; (xxi) to the Class D Noteholders, the Deferred Interest Amount for such Class, if any; (xxii) to the Class E Noteholders, all remaining amounts until the Outstanding Note Balance of the Class E Notes is reduced to zero; (xxiii) to the Class E Noteholders, the Deferred Interest Amount for such Class, if any; (xxiv) to the Class F Noteholders, the Class F Interest Distribution Amount; (xxv) to the Class F Noteholders, all remaining amounts until the Outstanding Note Balance of the Class F Notes is reduced to zero; (xxvi) to the Class F Noteholders, the Deferred Interest Amount for such Class, if any; (xxvii) to the Indenture Trustee, any extraordinary out-of-pocket expenses of the Indenture Trustee not paid in accordance with (i) above; and (xxviii) any remaining Available Funds to the Certificate Distribution Account for distribution pursuant to the Trust Agreement. (b) If (i) (A) a Payment Default Event shall have occurred or (B) each Class of Notes shall otherwise have been declared due and payable following an Event of Default and such declaration (ii) the Indenture Trustee shall have effected a sale of the Trust Estate under Section 6.3(d) and its consequences have not been rescinded Section 6.16 hereof ((i) and annulled(ii), a "Trust Estate Liquidation Event"), any money collected by the Indenture Trustee with in respect to such Bonds pursuant to this Article or otherwise of the Trust Estate and any other monies money that may then be held or thereafter received by the Indenture Trustee as security for such Bonds the Notes, including without limitation the amounts on deposit in the General Reserve Account, shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due order on account of principal of, and interest on, such Bonds, upon presentation and surrender thereofeach Payment Date: (i) first, to the Indenture Trustee, any accrued and unpaid Indenture Trustee's Trustee Fees then due and any other amounts payable and due to the Indenture Trustee under this Indenture, including any costs or certain expenses incurred by it in connection with the enforcement and charged and unpaid as of the remedies provided for in this Article Vsuch date; (ii) secondto the Owner Trustee, any accrued and unpaid Owner Trustee Fees; (iii) to the Administrator, any accrued and unpaid Administrator Fees; (iv) to the Custodian, any accrued and unpaid Custodian Fees; (v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees; (vi) to the Trust Owner, any accrued and unpaid Trust Owner Fees; (vii) to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due accrued and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is madeServicing Fees; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 BondsBackup Servicer, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kindaccrued and unpaid Backup Servicing Fees; (ix) ninth, to the payment of Class A Noteholders, the applicable Bond Class A Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is madeDistribution Amount; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 BondsA Noteholders, up to the amount of the Current Bond Balance of the Class M-3 BondsA Deferred Interest Amount, ratably, without preference or priority of any kindif any; (xi) eleventh, to the payment Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the aggregate amount of Available Funds Cap Carry Forward Class A Notes is reduced to zero; (xii) to the Class B Noteholders, the Class B Interest Distribution Amount; (xiii) to the Class B Noteholders, the Class B Deferred Interest Amount, if any, among all Classes of Bonds in proportion ; (xiv) to the respective Available Funds Cap Carry Forward Amounts for each such Class in B Noteholders, all remaining amounts until the same priority as Outstanding Note Balance of the distribution Class B Notes is reduced to zero; (xv) to the Class C Noteholders, the Class C Interest Distribution Amount; (xvi) to the Class C Noteholders, the Class C Deferred Interest Amount, if any; (xvii) to the Class C Noteholders, all remaining amounts until the Outstanding Note Balance of Bond the Class C Notes is reduced to zero; (xviii) to the Class D Noteholders, the Class D Interest aboveDistribution Amount; (xix) to the Class D Noteholders, the Class D Deferred Interest Amount, if any; (xx) to the Class D Noteholders, all remaining amounts until the outstanding Note Balance of the Class D Notes is reduced to zero; (xxi) to the Class E Noteholders, the Class E Interest Distribution Amount; (xxii) to the Class E Noteholders, the Class E Deferred Interest Amount, if any; (xxiii) to the Class E Noteholders, all remaining amounts until the Outstanding Note Balance of the Class E Notes is reduced to zero; (xxiv) to the Class F Noteholders, the Class F Interest Distribution Amount; (xxv) to the Class F Noteholders, the Class F Deferred Interest Amount, if any; (xxvi) to the Class F Noteholders, all remaining amounts until the outstanding Note Balance of the Class F Notes is reduced to zero; and (xiixxvii) twelfth, any remaining Available Funds to the payment of the remainder, if any, Certificate Distribution Account for distribution pursuant to the Issuer or any other Person legally entitled theretoTrust Agreement. (c) Notwithstanding the occurrence and continuation of an Event of Default, prior to the occurrence of a Sequential Pay Event, Noteholders shall continue to be paid in the manner and priorities described in Section 3.4 hereof.

Application of Money Collected. If the Bonds Notes have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulled, any money collected by the Indenture Trustee with respect to such Bonds Notes pursuant to this Article or otherwise and any other monies that may then be held or thereafter received by the Indenture Trustee as security for such Bonds Notes shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due on account of principal of, and interest on, such BondsNotes, upon presentation and surrender thereof: (i) first, to the Indenture Trustee, any unpaid Indenture Trustee's Fees then due and any other amounts payable and due to the Indenture Trustee under this Indenture, including any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article V; (ii) second, to the Servicer, any amounts required to pay the Servicer for any unpaid Monthly Servicing Fees then due and to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) third, to the payment of the applicable Bond Note Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class A Bonds Notes through the day preceding the date on which such payment is made; (iv) fourth, to the payment of the Bond Note Balance of the Outstanding Class A BondsNotes, up to the amount of their respective Current Bond Balances of the Class A BondsNote Balances, ratably, without preference or priority of any kind; (v) fifth, to the payment to the Note Insurer, as subrogee to the rights of the applicable Bond Interest and Interest Carry Forward AmountNoteholders, if any(A) the aggregate amount necessary to reimburse the Note Insurer for any unreimbursed Insured Payments paid by the Note Insurer on prior Payment Dates, together with interest thereon at the "Late Payment Rate" specified in the Insurance Agreement from the date such Insured Payments were paid by the Note Insurer to such Payment Date, (B) the amount of any unpaid Note Insurer Premium then due, together with interest thereon at the "Late Payment Rate" specified in the Insurance Agreement from the date such amounts were due and unpaid upon (C) any other amounts due and owing to the Outstanding Class M-1 Bonds through Note Insurer under the day preceding the date on which such payment is made;Insurance Agreement; and (vi) sixth, the remainder to the Certificate Distribution Account for payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventh, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion to the respective Available Funds Cap Carry Forward Amounts for each such Class in the same priority as the distribution of Bond Interest above; and (xii) twelfth, to the payment of the remainder, if any, to the Issuer or any other Person legally entitled theretoCertificateholders.

Application of Money Collected. (a) If a Payment Default Event shall have occurred and the Bonds have been declared due Indenture Trustee has not yet effected the remedies under Section 6.3(d) and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulledSection 6.16 hereof, any money collected by the Indenture Trustee with in respect to such Bonds pursuant to this Article or otherwise of the Collateral and any other monies money that may then be held or thereafter received by the Indenture Trustee as security for the Notes, including, without limitation, the amounts on deposit in the General Reserve Account and amounts, if any, paid under the Guaranty shall be applied in accordance with the order set forth in Section 3.4(d) hereof. (b) If (i) a Payment Default Event shall have occurred and (ii) the Indenture Trustee shall have effected a sale of the Collateral under Section 6.3(d) and Section 6.16 hereof ((i) and (ii), a “Default Acceleration Event”), any money collected by the Indenture Trustee in respect of the Collateral and any other money that may be held hereafter by the Indenture Trustee as security for the Notes, including without limitation the Amounts on deposit in the General Reserve Account and amounts, if any, paid under the Guaranty (all such Bonds amounts, collectively “Default Collections”) shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due order on account of principal of, and interest on, such Bonds, upon presentation and surrender thereofeach Payment Date: (i) first, to the Indenture Trustee, any accrued and unpaid Indenture Trustee's Trustee Fees then due and any other amounts payable and due to out-of-pocket expenses of the Indenture Trustee under this Indenture, including any costs or expenses incurred by it in connection with the enforcement and not reimbursed as of the remedies provided for in this Article Vsuch date; (ii) second, to the Servicer, the Servicing Fee, plus any amounts required accrued and unpaid Servicing Fees with respect to pay prior Payment Dates and to the successor servicer, if any, the Servicer for Termination Costs, if any unpaid Monthly Servicing Fees then due and (up to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation a cumulative total of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer$100,000); (iii) third, to the payment of Backup Servicer, the applicable Bond Interest and Interest Carry Forward AmountBackup Servicing Fee, if any, then due and plus any unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is madeBackup Servicing Fees with respect to prior Payment Dates; (iv) fourth, to the payment of the Bond Balance of the Outstanding Class A Bonds, up to the amount of Current Bond Balances of the Class A BondsNoteholders, ratably, without preference or priority of any kindthe Class A Interest Distribution Amount; (v) fifth, to the payment of Class A Noteholders, the applicable Bond Class A Deferred Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of Class A Noteholders, all remaining Default Collections until the Bond Outstanding Note Balance of the Outstanding Class M-1 Bonds, up A Notes is reduced to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kindzero; (vii) seventh, to the payment of Class B Noteholders, the applicable Bond Class B Interest and Interest Carry Forward Distribution Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 BondsB Noteholders, up to the amount of the Current Bond Balance of the Class M-2 BondsB Deferred Interest Amount, ratably, without preference or priority of any kindif any; (ix) ninth, to the payment Class B Noteholders, all remaining Default Collections until the Outstanding Note Balance of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment B Notes is madereduced to zero; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 BondsC Noteholders, up to the amount of the Current Bond Balance of the Class M-3 Bonds, ratably, without preference or priority of any kindC Interest Distribution Amount; (xi) eleventh, to the payment of Class C Noteholders, the aggregate amount of Available Funds Cap Carry Forward Class C Deferred Interest Amount, if any, among all Classes of Bonds in proportion ; (xii) to the respective Available Funds Cap Carry Forward Amounts for each such Class in C Noteholders, all remaining Default Collections until the same priority as Outstanding Note Balance of the distribution Class C Notes is reduced to zero; (xiii) to the Class D Noteholders, the Class D Interest Distribution Amount; (xiv) to the Class D Noteholders, the Class D Deferred Interest Amount, if any; (xv) to the Class D Noteholders, all remaining Default Collections until the Outstanding Note Balance of Bond the Class D Notes is reduced to zero; (xvi) to the Class E Noteholders, the Class E Interest aboveDistribution Amount; (xvii) to the Class E Noteholders, the Class E Deferred Interest Amount, if any; (xviii) to the Class E Noteholders, all remaining Default Collections until the Outstanding Note Balance of the Class E Notes is reduced to zero; (xix) to the Class F Noteholders, the Class F Interest Distribution Amount; (xx) to the Class F Noteholders, the Class F Deferred Interest Amount, if any; (xxi) to the Class F Noteholders, all remaining Default Collections until the Outstanding Note Balance of the Class F Notes is reduced to zero; (xxii) to the Class G Noteholders, the Class G Interest Distribution Amount; (xxiii) to the Class G Noteholders, the Class G Deferred Interest Amount, if any; (xxiv) to the Class G Noteholders, all remaining Default Collections until the Outstanding Note Balance of the Class G Notes is reduced to zero; and (xiixxv) twelfth, to the payment Issuer, any remaining amounts. (c) Notwithstanding the occurrence and continuation of the remainderan Event of Default, if any, prior to the Issuer occurrence of a Payment Default Event or any other Person legally entitled theretoDefault Acceleration Event, Noteholders shall continue to be paid in the manner and priorities described in Section 3.4(a) hereof.

Application of Money Collected. (a) If a Payment Default Event shall have occurred and the Bonds have been declared due Indenture Trustee has not yet effected the remedies under Section 6.3(d) and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulledSection 6.16 hereof, any money collected by the Indenture Trustee with in respect to such Bonds pursuant to this Article or otherwise of the Collateral and any other monies money that may then be held or thereafter received by the Indenture Trustee as security for the Notes, including, without limitation, the amounts on deposit in the General Reserve Account and the Senior Reserve Account shall be applied in accordance with the order set forth in Section 3.4(d) hereof. (b) If (i) a Payment Default Event shall have occurred and (ii) the Indenture Trustee shall have effected a sale of the Collateral under Section 6.3(d) and Section 6.16 hereof ((i) and (ii), a “Default Acceleration Event”), any money collected by the Indenture Trustee in respect of the Collateral and any other money that may be held hereafter by the Indenture Trustee as security for the Notes, including without limitation the Amounts on deposit in the General Reserve Account and the Senior Reserve Account (all such Bonds amounts, collectively “Default Collections”) shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment of the entire amount due order on account of principal of, and interest on, such Bonds, upon presentation and surrender thereofeach Payment Date: (i) first, to the Indenture Trustee, any accrued and unpaid Indenture Trustee's Trustee Fees then due and any other amounts payable and due to extraordinary out-of-pocket expenses of the Indenture Trustee under this Indenture, including any costs or expenses incurred by it in connection with the enforcement and not reimbursed as of the remedies provided for in this Article Vsuch date; (ii) second, to the Servicer, the Servicing Fee, plus any amounts required accrued and unpaid Servicing Fees with respect to pay prior Payment Dates and to the successor servicer, if any, the Servicer for Termination Costs, if any unpaid Monthly Servicing Fees then due and (up to reimburse the Servicer for Monthly Advances previously made by, and not previously reimbursed or retained by, the Services and, upon the final liquidation a cumulative total of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer$100,000); (iii) third, to the payment of Backup Servicer, the applicable Bond Interest and Interest Carry Forward AmountBackup Servicing Fee, if any, then due and plus any unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is madeBackup Servicing Fees with respect to prior Payment Dates; (iv) fourthto the extent not paid by the Servicer, to the payment of Custodian, the Bond Balance of the Outstanding Class A BondsCustodian Fee, up plus any accrued and unpaid Custodian Fees with respect to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of any kindprior Payment Dates; (v) fifthto the extent not paid by the Servicer, to the payment of Lockbox Bank, the applicable Bond Interest and Interest Carry Forward AmountLockbox Fee, if any, then due plus any accrued and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is madeLockbox Fees from prior Payment Dates; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 BondsA Noteholders, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kindA Interest Distribution Amount; (vii) seventh, to the payment of Class A Noteholders, the applicable Bond Class A Deferred Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to the payment of the Bond Balance of Class A Noteholders, all remaining Default Collections until the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Note Balance of the Class M-2 Bonds, ratably, without preference or priority of any kindA Notes is reduced to zero; (ix) ninth, to the payment of Class B Noteholders, the applicable Bond Class B Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is madeDistribution Amount; (x) tenth, to the payment of the Bond Balance of the Outstanding Class M-3 BondsB Noteholders, up to the amount of the Current Bond Balance of the Class M-3 BondsB Deferred Interest Amount, ratably, without preference or priority of any kindif any; (xi) eleventh, to the payment Class B Noteholders, all remaining Default Collections until the Outstanding Note Balance of the aggregate amount of Available Funds Cap Carry Forward Class B Notes is reduced to zero; (xii) to the Class C Noteholders, the Class C Interest Distribution Amount; (xiii) to the Class C Noteholders, the Class C Deferred Interest Amount, if any, among all Classes of Bonds in proportion ; (xiv) to the respective Available Funds Cap Carry Forward Amounts for each such Class in C Noteholders, all remaining Default Collections until the same priority as Outstanding Note Balance of the distribution Class C Notes is reduced to zero; (xv) to the Class D Noteholders, the Class D Interest Distribution Amount; (xvi) to the Class D Noteholders, the Class D Deferred Interest Amount, if any; (xvii) to the Class D Noteholders, all remaining Default Collections until the Outstanding Note Balance of Bond Interest abovethe Class D Notes is reduced to zero; and (xiixviii) twelfth, to the payment Issuer, any remaining amounts. (c) Notwithstanding the occurrence and continuation of the remainderan Event of Default, if any, prior to the Issuer occurrence of a Payment Default Event or any other Person legally entitled theretoDefault Acceleration Event, Noteholders shall continue to be paid in the manner and priorities described in Section 3.4(a) hereof.

Application of Money Collected. If Following the Bonds have been declared due and payable following occurrence of (x) an Event of Default and such (y) a declaration and its consequences have not been rescinded and annulledof acceleration pursuant to Section 6.03 hereof, any money money, securities or other property collected by the Indenture Trustee with respect to such Bonds pursuant to this Article or otherwise VI, and any moneys, securities or other monies property that may then be held or thereafter received by the Indenture Trustee as security for such Bonds Trustee, shall be applied applied, to the extent permitted by law, in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the payment distribution of the entire amount due on account of principal of, and interest on, such Bondsor interest, upon presentation of the Notes and surrender thereof: (i) first: FIRST, to pay to the Indenture Trustee, any unpaid Indenture Trustee's Fees then due and any other amounts payable and due the Trustee Payments (including the Trustee Fee); SECOND, to pay to the Indenture Trustee under this IndentureBackup Service Provider, including any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article V; (ii) secondBackup Service Provider Fee; THIRD, to pay to the Servicer/Service Provider, the Senior Servicing Fee; FOURTH, if no Noteholder Subordination Consent Notice has been delivered in writing to the Trustee, to pay to the Noteholders, first interest on any amounts required (x) Overdue Interest on the Notes and (y) Overdue Principal on the Notes, as set forth in Section 3.03(c) hereof and then any Overdue Interest on the Notes; FIFTH, if no Noteholder Subordination Consent Notice has been delivered in writing to the Trustee, to pay to the Noteholders, Monthly Interest on the Notes; SIXTH, if no Noteholder Subordination Consent Notice has been delivered in writing to the Trustee, to pay to the Noteholders, all remaining principal on the Notes; SEVENTH, to pay the Servicer Location Adjustment Costs; EIGHTH, to pay amounts due for any unpaid Monthly insurance premiums under the Backup Servicing Fees Agreement; NINTH, to pay amounts due under the Carrier Hotel Agreements, the Maintenance Agreement and the Installation Agreement (other than the Location Adjustment Costs); TENTH, to pay for property taxes on the Equipment then due and to reimburse transfer to the Servicer Property Tax Escrow Account an estimated monthly allotment for Monthly Advances previously made byfuture property taxes, and not previously reimbursed or retained byas described in Section 3.04(b)(ii)(G) hereof; ELEVENTH, if a Noteholder Subordination Consent Notice has been delivered in writing to the Services and, upon the final liquidation of the related Mortgage Loan or the final liquidation of the Trust Estate, Servicing Advances previously made by, and not previously reimbursed or retained by, the Servicer; (iii) thirdTrustee, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class A Bonds through the day preceding the date on which such payment is made; (iv) fourth, pay to the payment of the Bond Balance of the Outstanding Class A BondsNoteholders, up to the amount of Current Bond Balances of the Class A Bonds, ratably, without preference or priority of first interest on any kind; (v) fifth, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-1 Bonds through the day preceding the date on which such payment is made; (vi) sixth, to the payment of the Bond Balance of the Outstanding Class M-1 Bonds, up to the amount of the Current Bond Balances of the Class M-1 Bonds, ratably, without preference or priority of any kind; (vii) seventh, to the payment of the applicable Bond Interest and Interest Carry Forward Amount, if any, then due and unpaid upon the Outstanding Class M-2 Bonds through the day preceding the date on which such payment is made; (viii) eighth, to the payment of the Bond Balance of the Outstanding Class M-2 Bonds, up to the amount of the Current Bond Balance of the Class M-2 Bonds, ratably, without preference or priority of any kind; (ix) ninth, to the payment of the applicable Bond Interest and Interest Carry Forward Amounts, if any, then due and unpaid upon the Outstanding Class M-3 Bonds through the day preceding the date on which such payment is made; (x) tenthOverdue Interest on the Notes and (y) Overdue Principal on the Notes, as set forth in Section 3.03(c) hereof and then any Overdue Interest on the Notes; TWELFTH, if a Noteholder Subordination Consent Notice has been delivered in writing to the Trustee, to the payment of the Bond Balance of the Outstanding Class M-3 Bonds, up pay to the amount of Noteholders, Monthly Interest on the Current Bond Balance of Notes; THIRTEENTH, if a Noteholder Subordination Consent Notice has been delivered in writing to the Class M-3 Bonds, ratably, without preference or priority of any kind; (xi) eleventhTrustee, to the payment of the aggregate amount of Available Funds Cap Carry Forward Amount, if any, among all Classes of Bonds in proportion pay to the respective Available Funds Cap Carry Forward Amounts for each such Class in Noteholders, all remaining principal on the same priority as the distribution of Bond Interest aboveNotes; and (xii) twelfthFOURTEENTH, to pay amounts due under the payment of Services Agreement and the remainderManagement and Tax Allocation Agreement; FIFTEENTH, if anyto pay to the Servicer/Service Provider, the Subordinated Servicing Fee; and SIXTEENTH, to pay any excess to the Issuer or any other Person legally entitled theretoits designee.