Common use of Application of Trust Funds Clause in Contracts

Application of Trust Funds. (a) On each Distribution Date, the Eligible Lender Trustee shall distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of the Certificate Balance, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution Date. (b) On each Distribution Date, the Eligible Lender Trustee shall send to each Certificateholder the statement provided to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 of the Administration Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Eligible Lender Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code with respect to all distributions made to persons that are not known to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined in the opinion of counsel. In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Trustee for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) Deposits into the Certificate Distribution Account shall be made in accordance with the provisions of the Indenture and this Agreement. On each Distribution Payment Date, after a Certificate Distribution Account has been established in accordance with the Eligible Lender Trustee terms of the Indenture, the Certificate Paying Agent shall withdraw from the Certificate Distribution Account and distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a , pro rata basis according based on the Percentage Interest of each Certificateholder, all funds received in accordance with the provisions of the Indenture and this Agreement. Subject to amounts payable in respect the lien of Certificateholders' Return Distribution Amountthe Indenture, (ii) the Certificate Balance Distribution Amount for such Distribution Date, Paying Agent shall promptly distribute to the Certificateholders all other amounts (if any, ) received by the Certificate Paying Agent on a pro rata basis according to amounts payable behalf of the Issuer in respect of the Certificate BalanceTrust Estate (pro rata based on the Percentage Interest of each such Certificateholder). After the termination of the Indenture in accordance with its terms, and (iii) the Certificate Return Carryover for such Distribution Date, Paying Agent shall distribute all amounts received (if any, ) by the Owner Trustee on a pro rata basis according to amounts payable behalf of the Issuer in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 Trust Estate in accordance with the provisions of the Administration Agreement on such Distribution Date. (b) On each Distribution Date, the Eligible Lender Trustee shall send to each Certificateholder the statement provided to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 of the Administration Agreement on such Distribution Date. (c) In the event that this Agreement. If any withholding tax is imposed on the Trust's any Issuer payment (to, or allocations of income) to is imposed on any allocable Issuer income of, a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.1; provided, that, the Owner Trustee shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole Certificateholder. The Eligible Lender Owner Trustee is hereby authorized and directed to retain will withhold from amounts otherwise allocable or distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings)) upon the written direction of the Depositor. The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be Issuer and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made to persons that are not known to be U.S. Personsa distribution or income allocation, within the meaning of the Code, unless it is otherwise determined Owner Trustee may in the opinion of counselits sole discretion withhold such amounts in accordance with this Section 5.1. In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Date, the Eligible Lender Trustee The Certificate Paying Agent shall distribute to Certificateholders (ithe Certificateholder any amounts received by the Issuer pursuant to Section 5.03(d) of the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts Indenture payable in respect of the Certificate Balancein accordance with Section 9.01(c). For the avoidance of doubt, no distributions shall be made with respect to the Certificate until payment (or provision for payment) of (i) all amounts payable by the Trust with respect to the Notes under the Indenture, (ii) all amounts payable by the Trust to ▇▇▇▇▇▇▇ Mac under the Collateral Administration Agreement (including any contingent amounts that may become due and payable after any date of determination) and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to all amounts payable by the Trust under the other Basic Documents has been made in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution Datefull or discharged. (b) On each Distribution Date, the Eligible Lender Trustee shall send to each Certificateholder the statement provided to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 of the Administration Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust's ’s payment (or allocations of income) to a the Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionCertificateholder. The Eligible Lender Trustee Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Certificateholder sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Trustee Trust from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a the Certificateholder shall be treated as cash distributed to such the Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause If any amounts that are required to be withheld at from actual distributions in accordance with Section 5.03(a) are not so withheld, the maximum applicable rate provided in section 1441, 1442 or 1446 of Certificate Paying Agent shall require the Code Certificateholder to reimburse the Trust for such withholding (and the Certificateholder agrees to reimburse the Trust promptly following such request). If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known a Non-U.S. Person), the Sponsor may in its sole discretion direct the Certificate Paying Agent to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined withhold such amounts in the opinion of counselaccordance with this paragraph (b). In the event that a the Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Trustee Certificate Paying Agent shall reasonably cooperate with such the Certificateholder in making such claim so long as such the Certificateholder agrees to reimburse the Eligible Lender Certificate Paying Agent or the Owner Trustee for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Payment Date, the Eligible Lender Paying Agent on behalf of the Owner Trustee shall distribute to Trust Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to all amounts payable deposited in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according Account pursuant to amounts payable in respect Section 8.04 of the Certificate Balance, and (iii) the Certificate Return Carryover for Indenture with respect to such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution Payment Date. (b) [Reserved]. (c) On each Distribution Payment Date, the Eligible Lender Paying Agent on behalf of the Owner Trustee shall send to each Trust Certificateholder a report (the statement “Distribution Statement”) provided to the Eligible Lender Trustee by the Administrator Servicer (in the manner set forth in Section 8.03 of the Indenture), based on information in the Payment Date Certificate delivered pursuant to Section 2.9 8.03 of the Administration Agreement on Indenture, that shall include the information provided in such Payment Date Certificate. The information required to be delivered by such Distribution DateStatement may be included with other information or reports furnished by the Servicer to the Owner Trustee in connection with the making of payments pursuant to the other Basic Documents. (cd) In the event that any withholding tax is imposed on the Trust's Issuer’s payment (or or, if the Issuer is treated as a partnership for federal income tax purposes, allocations of income) to a Trust Certificateholder, such tax shall reduce the amount otherwise distributable to the such Trust Certificateholder in accordance with this Section. The Eligible Lender Owner Trustee is hereby authorized shall authorize and directed direct Paying Agent to retain from amounts otherwise distributable to the Certificateholders such Trust Certificateholders, sufficient funds for the payment of any withholding tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Trust Certificateholder shall be treated as cash distributed to such Certificateholder Trust Certificateholders, at the time it is withheld by the Trust to be remitted Issuer for remittance to the appropriate taxing authority. The Eligible Lender If the Owner Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code determines that there is a possibility that withholding tax is payable with respect to all distributions made a distribution, the Owner Trustee may, in its sole discretion, direct the Paying Agent to persons that are not known to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined withhold such amounts in the opinion of counselaccordance with this Section. In the event that a Trust Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee shall reasonably cooperate with such Trust Certificateholder in making such claim so long as such Trust Certificateholder agrees to reimburse the Eligible Lender Owner Trustee for any out-of-pocket out‑of‑pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution DateDistributions on the Certificates shall be made by the Paying Agent in accordance with the provisions of the Indenture. Subject to the lien of the Indenture, the Eligible Lender Trustee Paying Agent shall promptly distribute to Certificateholders the Certificateholder all other amounts (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable ) received by the Trust or the Paying Agent in respect of the Certificate BalanceTrust Estate. After the Indenture has been discharged with respect to the Collateral, and the Paying Agent shall distribute the amounts received (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable ) by the Trust and the Paying Agent in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 Trust Estate at the direction of the Administration Agreement on such Distribution DateCertificateholder. (b) On each Distribution DateThe Certificateholders of 100% Percentage Interest of the Certificates will have the right, but not the Eligible Lender obligation, in their sole discretion, to instruct the Indenture Trustee shall send in writing to each Certificateholder retain in the statement provided Trust Collection Account all or a portion of distributions otherwise payable to the Eligible Lender Trustee by the Administrator them pursuant to Section 2.9 8.5(a), or Section 8.5(c) of the Administration Agreement Indenture. If the Certificateholders make this election, these amounts will be treated as collections during the then-current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on such Distribution Datea subsequent Payment Date pursuant to Section 8.5 of the Indenture). (c) In On each Payment Date, the event Paying Agent shall make available (including, but not limited to, posting on the Paying Agent’s website at w▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) the Servicer Certificate prepared by the Servicer pursuant to Section 8.3 of the Indenture to each Person that was a Certificateholder as of the close of business on the related Record Date. Certificate Owners may obtain copies of such reports upon a request in writing to the Paying Agent at the Corporate Trust Office of the Indenture Trustee. (d) If any withholding tax is imposed on distributions of the Trust's payment Trust Estate (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.01. The Eligible Lender Trustee Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders each Certificateholder sufficient funds for the payment of any withholding tax that is legally owed by the Trust in respect of any distribution (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons a Certificateholder that are is not known to be a U.S. PersonsPerson), within the meaning of the Code, unless it is otherwise determined Paying Agent may in the opinion of counselits sole discretion withhold such amounts in accordance with this Section 5.01(d). In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee and the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Trust, the Owner Trustee and the Paying Agent for any out-of-pocket expenses incurred. The Depositor, as initial Certificateholder, agrees to provide to the Paying Agent (and from time to time thereafter, so long as it is a Certificateholder, upon the reasonable request of the Paying Agent), executed originals of Internal Revenue Service Form W-9 certifying that the Depositor is exempt from U.S. federal backup withholding tax.

Application of Trust Funds. (a) On each Distribution Payment Date, the Eligible Lender Owner Trustee or Indenture Trustee, on behalf of the Owner Trustee, shall direct the Paying Agent to distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date Master Servicer and the Residual Interestholders from amounts on a pro rata basis according to amounts payable deposit in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable Account the distributions as provided in respect Section 5.02(b) of the Certificate Balance, Sale and (iii) the Certificate Return Carryover for Servicing Agreement with respect to such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution Payment Date. (b) On each Distribution Payment Date, the Eligible Lender Owner Trustee shall cause the Paying Agent to send to each Certificateholder Residual Interestholder the statement provided to the Eligible Lender Owner Trustee by the Administrator Master Servicer pursuant to Section 2.9 6.01 of the Administration Sale and Servicing Agreement on with respect to such Distribution Payment Date. (c) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Certificateholderan Owner, such tax shall reduce the amount otherwise distributable to the Certificateholder Owner in accordance with this Section. The Eligible Lender Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Owners sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder an Owner shall be treated as cash distributed to such Certificateholder Owner at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender In the event of any claimed overwithholding, Owners shall have no claim for recovery against the Trust or other Owners. If the amount withheld was not withheld from actual distributions, the Trust may, at its option, (i) require the Owner to reimburse the Trust for such withholding (and each Owner agrees to reimburse the Trust promptly following such request) or (ii) reduce any subsequent distributions by the amount of such withholding. If the Owner Trustee determines that a withholding tax is payable with respect to a distribution (such as a distribution to an Owner (or any other beneficial owner of the Owner Trust) that is not a U.S. Person and that has not established an applicable exemption from withholding (such as an effective Form W-8, Form 1001 or Form 4224), the Owner Trustee shall in its sole discretion withhold or cause such amounts as it determines are required to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code accordance with respect to all distributions made to persons that are not known to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined in the opinion of counselthis paragraph (c). In the event that a Certificateholder an Owner wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee shall reasonably cooperate with such Certificateholder owner in making such claim so long as such Certificateholder Owner agrees to reimburse the Eligible Lender Owner Trustee for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Date, upon receipt of written instructions from the Eligible Lender Servicer pursuant to Section 4.6 of the Sale and Servicing Agreement, the Owner Trustee shall, or, if the Owner Trustee is not the Paying Agent, shall direct the Paying Agent to, distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for , in proportion to each Certificateholder’s Certificate Percentage Interest, amounts deposited in the Certificate Payment Account on such Distribution Date on a pro rata basis according pursuant to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect Section 4.6 of the Certificate Balance, Sale and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 Servicing Agreement and Section 2.8 of the Administration Agreement on Indenture with respect to such Distribution Date. (b) On each Distribution Date, the Eligible Lender Owner Trustee shall, or, if the Owner Trustee is not the Paying Agent, the Owner Trustee shall send direct the Paying Agent to, make available to each Certificateholder the statement provided to the Eligible Lender Owner Trustee by the Administrator Servicer pursuant to Section 2.9 4.9 of the Administration Sale and Servicing Agreement on with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust's any Trust payment (or allocations any allocation of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.2. The Eligible Lender Owner Trustee is and each Paying Agent are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known to be a non-U.S. PersonsCertificateholder), within the meaning of the Code, unless it is otherwise determined Owner Trustee may withhold such amounts in the opinion of counselaccordance with this Section 5.2. In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee for any out-of-pocket expenses incurred.

Application of Trust Funds. Upon request of the Depositor, the Owner Trustee will establish and maintain the Trust Distribution Account as provided in Section 4.1 of the Sale and Servicing Agreement. If the Trust Distribution Account has been established: (a) On each Distribution Payment Date, the Eligible Lender Trustee shall distribute to Certificateholders (i) Owner Trustee, based on the Certificateholders' Return information contained in the Monthly Investor Report, will withdraw the amounts deposited into the Trust Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of the Certificate Balance, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee Account pursuant to Sections 2.7 8.2(c)(xiii), 8.2(d)(viii) and 2.8 8.2(e)(xiv) of the Administration Agreement Indenture on or before such Distribution DatePayment Date and distribute such amounts to the holder of the Residual Interest. (b) On each Distribution DateFollowing the satisfaction and discharge of the Indenture and the payment in full of the principal and interest on the Notes, the Eligible Lender Owner Trustee shall send to each Certificateholder will distribute any remaining funds in the statement provided Trust Distribution Account to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 holder of the Administration Agreement on such Distribution DateResidual Interest. (c) In the event that If any withholding tax is imposed on the Trust's Issuer’s payment (or allocations of income) to a Certificateholderthe holder of the Residual Interest, such tax shall will reduce the amount otherwise distributable to the Certificateholder such holder in accordance with this SectionSection 4.1(c). The Eligible Lender Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders holder of the Residual Interest sufficient funds for the payment of any such withholding tax that is legally owed by the Trust Issuer (but such authorization shall will not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall the holder of the Residual Interest will be treated as cash distributed to such Certificateholder holder at the time it is withheld by the Trust to be Issuer and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made to persons that are not known to be U.S. Personsa distribution, within the meaning Owner Trustee may, in its sole discretion, withhold such amounts in accordance with this Section 4.1(c). If the holder of the Code, unless it is otherwise determined in the opinion of counsel. In the event that a Certificateholder Residual Interest wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee shall will reasonably cooperate with such Certificateholder holder in making such claim so long as such Certificateholder holder agrees to reimburse the Eligible Lender Owner Trustee for any out-of-pocket expenses incurredincurred in so cooperating.

Application of Trust Funds. (a) On each Distribution Date, the Eligible Lender Trustee The Certificate Paying Agent shall distribute to Certificateholders (ithe Certificateholder any amounts received by the Issuer pursuant to Section 5.03(d) of the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts Indenture payable in respect of the Certificate Balancein accordance with Section 9.01(c). For the avoidance of doubt, no distributions will be made with respect to the Certificate until payment (or provision for payment) of (i) all amounts payable by the Trust with respect to the Notes under the Indenture, (ii) all amounts payable by the Trust to the Protected Party under the Credit Protection Agreement (including any contingent amounts that may become due and payable after any date of determination) and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to all amounts payable by the Trust under the other Basic Documents has been made in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution Datefull or discharged. (b) On each Distribution Date, the Eligible Lender Trustee shall send to each Certificateholder the statement provided to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 of the Administration Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust's ’s payment (or allocations of income) to a the Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionCertificateholder. The Eligible Lender Trustee Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Certificateholder sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Trustee Trust from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a the Certificateholder shall be treated as cash distributed to such the Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause If the amount withheld was not withheld from actual distributions, the Trust may, at its option, require the Certificateholder to be withheld at reimburse the maximum applicable rate provided in section 1441, 1442 or 1446 of Trust for such withholding (and the Code Certificateholder agrees to reimburse the Trust promptly following such request). If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known a Non-U.S. Person), the Trust may in its sole discretion direct the Certificate Paying Agent to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined withhold such amounts in the opinion of counselaccordance with this paragraph (b). In the event that a the Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Trustee Trust shall reasonably cooperate with such the Certificateholder in making such claim so long as such the Certificateholder agrees to reimburse the Eligible Lender Certificate Paying Agent or the Owner Trustee for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) On The Certificate Paying Agent will distribute to each Distribution Dateapplicable Certificateholder, the Eligible Lender Trustee shall distribute to Certificateholders (i) UT Interestholder and the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to X-IO Interestholder any amounts payable in respect pursuant to Sections 2.22 and 2.23 of Certificateholders' Return Distribution Amountthe Indenture, (ii) subject to Section 10.03 of the Certificate Balance Distribution Amount for such Distribution DateIndenture, if any, on a pro rata basis according to amounts or payable in respect of the Certificates, the UT Interest or X-IO Interest in accordance with Section 9.01(c). For the avoidance of doubt, no distributions will be made with respect to a Residual Certificate Balanceuntil payment (or provision for payment) of (i) all amounts payable by the Issuer to ▇▇▇▇▇▇ ▇▇▇ under the Collateral Administration Agreement (including any contingent amounts that may become due and payable after any date of determination), (ii) all amounts payable by the Issuer with respect to the Notes, the UT Interest and, so long as the X-IO Interest is outstanding, the X-IO Interest under the Indenture and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to all amounts payable by the Issuer under the other Transaction Documents has been made in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution Datefull or discharged. (b) On each Distribution Date, the Eligible Lender Trustee shall send to each Certificateholder the statement provided to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 of the Administration Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the TrustIssuer's payment (or allocations of income) to a Certificateholder, the UT Interestholder or the X-IO Interestholder, such tax shall will reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionCertificateholder, the UT Interestholder or the X-IO Interestholder. The Eligible Lender Trustee Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Certificateholder, the UT Interestholder or the X-IO Interestholder sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall will not prevent the Eligible Lender Trustee Issuer from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall the Certificateholder, the UT Interestholder or the X-IO Interestholder will be treated as cash distributed to such Certificateholder the Certificateholder, the UT Interestholder or the X-IO Interestholder at the time it is withheld by the Trust to be Issuer and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold If the amount withheld was not withheld from actual distributions, the Issuer may, at its option, require the Certificateholder, the UT Interestholder or cause the X-IO Interestholder to be withheld at reimburse the maximum applicable rate provided in section 1441Issuer for such withholding (and the Certificateholder, 1442 the UT Interestholder or 1446 of the Code X-IO Interestholder agrees to reimburse the Issuer promptly following such request). If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known a Non-U.S. Person), the Issuer may in its sole discretion direct the Certificate Paying Agent to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined withhold such amounts in the opinion of counselaccordance with this paragraph (b). In the event that a Certificateholder the Certificateholder, the UT Interestholder or the X-IO Interestholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Trustee shall Issuer will reasonably cooperate with such Certificateholder the Certificateholder, the UT Interestholder or the X-IO Interestholder in making such claim so long as such Certificateholder the Certificateholder, the UT Interestholder or the X-IO Interestholder agrees to reimburse the Eligible Lender Certificate Paying Agent or the Delaware Trustee for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Date, the Eligible Lender Trustee Paying Agent shall (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date) distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to basis, amounts payable on deposit in respect of the Certificate Balance, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution DateAccount. (b) On each Distribution Date, the Eligible Lender Trustee Paying Agent shall send (or shall cause to be sent) to each Certificateholder the statement provided to the Eligible Lender Trustee by the Administrator pursuant to described in Section 2.9 2.17(a) of the Administration Agreement on such Distribution DateServicing Agreement. (c) In the event that If any withholding tax is imposed on distributions of the Trust's payment Owner Trust Estate (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.2. The Eligible Lender Trustee Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any withholding tax that is legally owed by the Trust in respect of any distribution (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known to be a non-U.S. PersonsCertificateholder), within the meaning of the Code, unless it is otherwise determined Paying Agent may in the opinion of counselits sole discretion withhold such amounts in accordance with this Section 5.2(c). In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee and the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Trust, the Owner Trustee and the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuer Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds pro rata to or at the order of the Certificateholders.

Application of Trust Funds. (a) On each Distribution DateDistributions on the Certificates shall be made by the Paying Agent in accordance with the provisions of the Indenture. Subject to the lien of the Indenture, the Eligible Lender Trustee Paying Agent shall promptly distribute to Certificateholders the Certificateholder all other amounts (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable ) received by the Trust or the Paying Agent in respect of the Certificate BalanceTrust Estate. After the Indenture has been discharged with respect to the Collateral, and the Paying Agent shall distribute the amounts received (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable ) by the Trust and the Paying Agent in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 Trust Estate at the direction of the Administration Agreement on such Distribution DateCertificateholder. (b) On each Distribution DateThe Certificateholders of 100% Percentage Interest of the Certificates will have the right, but not the Eligible Lender obligation, in their sole discretion, to instruct the Indenture Trustee shall send in writing to each Certificateholder retain in the statement provided Trust Collection Account all or a portion of distributions otherwise payable to the Eligible Lender Trustee by the Administrator them pursuant to Section 2.9 8.5(a), or Section 8.5(c) of the Administration Agreement Indenture. If the Certificateholders make this election, these amounts will be treated as collections during the then-current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on such Distribution Datea subsequent Payment Date pursuant to Section 8.5 of the Indenture). (c) In On each Payment Date, the event Paying Agent shall send by first class mail or other reasonable means (including, but not limited to, posting on the Paying Agent’s website at h▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇-bank/trust-custody/corporate-trust-services/asset-backed-servicer-reports.jsp) the Servicer Certificate prepared by the Servicer pursuant to Section 8.3 of the Indenture to each Person that was a Certificateholder as of the close of business on the related Record Date. Certificate Owners may obtain copies of such reports upon a request in writing to the Paying Agent at the Corporate Trust Office of the Indenture Trustee. (d) If any withholding tax is imposed on distributions of the Trust's payment Trust Estate (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.01. The Eligible Lender Trustee Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders each Certificateholder sufficient funds for the payment of any withholding tax that is legally owed by the Trust in respect of any distribution (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known to be a non-U.S. PersonsCertificateholder), within the meaning of the Code, unless it is otherwise determined Paying Agent may in the opinion of counselits sole discretion withhold such amounts in accordance with this Section 5.01(d). In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee and the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Trust, the Owner Trustee and the Paying Agent for any out-of-pocket expenses incurred. The Depositor, as initial Certificateholder, agrees to provide to the Paying Agent (and from time to time thereafter, so long as it is a Certificateholder, upon the reasonable request of the Paying Agent), executed originals of Internal Revenue Service Form W-9 certifying that the Depositor is exempt from U.S. federal backup withholding tax.

Application of Trust Funds. (a) The Certificate Paying Agent shall deposit, or cause to be deposited, in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution DateAccount pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Eligible Lender Trustee Certificate Paying Agent shall distribute or cause to Certificateholders (i) be distributed, to the Certificateholders' Return Distribution Amount for such Distribution Date , ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on a pro rata basis according to amounts payable deposit in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of the Certificate Balance, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution DateAccount. (b) On each Distribution Payment Date, the Eligible Lender Trustee Certificate Paying Agent shall send make available on its website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/abs to each Certificateholder or record the statement Servicer’s Monthly Certificate provided to the Eligible Lender Trustee Certificate Paying Agent by the Administrator Servicer pursuant to Section 2.9 4.09 of the Administration Agreement on such Distribution DateSale and Servicing Agreement. (c) In the event that any withholding tax is imposed on the Trust's Issuer’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the such Certificateholder in accordance with this Section. The Eligible Lender Owner Trustee is and Certificate Paying Agent are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Eligible Lender Owner Trustee or the Certificate Paying Agent from contesting any such tax in appropriate proceedings, Proceedings and withholding payment of such tax, if permitted by lawApplicable Law, pending the outcome of such proceedingsProceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amounts). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be remitted Issuer for remittance to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are a Certificateholder who is not known to be U.S. Personsa United States Person), within the meaning of Owner Trustee or the Code, unless it is otherwise determined Certificate Paying Agent may in the opinion of counselits sole discretion withhold such amounts in accordance with this Section. In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon, any documents, forms or information provided by any such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Certificateholder agrees by its acceptance of a Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) On each Distribution Date, the Eligible Lender Trustee shall will distribute to Certificateholders (i) holders of the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if anyCertificates, on a pro rata basis according to basis, amounts payable in respect of the Certificate Balance, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 5.05 and 2.8 5.06 of the Administration Sale and Servicing Agreement on such Distribution Date. (b) On each Distribution Date, the Eligible Lender Trustee shall send to each Certificateholder holder of the Trust Certificates the statement provided to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 5.07 of the Administration Sale and Servicing Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Certificateholderholder of the Trust Certificates, such tax shall reduce the amount otherwise distributable to the Certificateholder such holder in accordance with this Section. The Eligible Lender Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders holders of the Trust Certificates sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder holder of the Trust Certificates shall be treated as cash distributed to such Certificateholder holder of the Trust Certificates at the time it is withheld by the Trust to be remitted to the appropriate taxing authority. The If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. holder of the Trust Certificates), the Eligible Lender Trustee in its sole discretion may (but unless otherwise required by law shall be obligated to) withhold or cause to be withheld at the maximum applicable rate provided such amounts in section 1441, 1442 or 1446 of the Code accordance with respect to all distributions made to persons that are not known to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined in the opinion of counselthis paragraph (c). In the event that a Certificateholder holder of the Trust Certificates wishes to apply for a refund of any such withholding tax, the Eligible Lender Trustee shall reasonably cooperate with such Certificateholder holder in making such claim so long as such Certificateholder holder of the Trust Certificates agrees to reimburse the Eligible Lender Trustee for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) Deposits into the Certificate Distribution Account shall be made in accordance with the provisions of the Indenture and this Agreement. On each Distribution Payment Date, after a Certificate Distribution Account has been established in accordance with the Eligible Lender Trustee terms of the Indenture, the Certificate Paying Agent shall withdraw from the Certificate Distribution Account and distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a , pro rata basis according based on the Percentage Interest of each Certificateholder, all funds received in accordance with the provisions of the Indenture and this Agreement. Subject to amounts payable in respect the lien of Certificateholders' Return Distribution Amountthe Indenture, (ii) the Certificate Balance Distribution Amount for such Distribution Date, Paying Agent shall promptly distribute to the Certificateholders all other amounts (if any, ) received by the Certificate Paying Agent on a pro rata basis according to amounts payable behalf of the Issuer in respect of the Certificate BalanceTrust Estate (pro rata based on the Percentage Interest of each such Certificateholder). After the termination of the Indenture in accordance with its terms, and (iii) the Certificate Return Carryover for such Distribution Date, Paying Agent shall distribute all amounts received (if any, ) by the Owner Trustee on a pro rata basis according to amounts payable behalf of the Issuer in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 Trust Estate in accordance with the provisions of the Administration Agreement on such Distribution Date. (b) On each Distribution Date, the Eligible Lender Trustee shall send to each Certificateholder the statement provided to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 of the Administration Agreement on such Distribution Date. (c) In the event that this Agreement. If any withholding tax is imposed on the Trust's any Issuer payment (to, or allocations of income) to is imposed on any allocable Issuer income of, a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.1; provided, that, the Owner Trustee shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole Certificateholder. The Eligible Lender Owner Trustee is hereby authorized and directed to retain withhold from amounts otherwise allocable or distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be Issuer and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made to persons that are not known to be U.S. Personsa distribution or income allocation, within the meaning of the Code, unless it is otherwise determined Owner Trustee may in the opinion of counselits sole discretion withhold such amounts in accordance with this Section 5.1. In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Date, the Eligible Lender Trustee shall will distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect holder of the Certificate BalanceTrust Certificate, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 5.05 of the Administration Agreement Sale and Servicing Agreement, or Sections 5.04(b) or 5.04(c) of the Indenture, as applicable, on such Distribution Date. (b) On each Distribution Date, the Eligible Lender Trustee shall send to each Certificateholder the holder of the Trust Certificate a copy of the statement sent to the Noteholders and provided to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 5.07 of the Administration Sale and Servicing Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Certificateholderholder of the Trust Certificate, such tax shall reduce the amount otherwise distributable to the Certificateholder such holder in accordance with this Section. The Eligible Lender Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders holder of the Trust Certificate sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder holder of the Trust Certificate shall be treated as cash distributed to such Certificateholder holder of the Trust Certificate at the time it is withheld by the Trust to be remitted to the appropriate taxing authority. The If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. holder of the Trust Certificate), the Eligible Lender Trustee in its sole discretion may (but unless otherwise required by law shall be obligated to) withhold or cause to be withheld at the maximum applicable rate provided such amounts in section 1441, 1442 or 1446 of the Code accordance with respect to all distributions made to persons that are not known to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined in the opinion of counselthis paragraph (c). In the event that a Certificateholder holder of the Trust Certificate wishes to apply for a refund of any such withholding tax, the Eligible Lender Trustee shall reasonably cooperate with such Certificateholder holder in making such claim so long as such Certificateholder holder of the Trust Certificate agrees to reimburse the Eligible Lender Trustee for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Date, upon receipt from the Eligible Lender Servicer of a distribution statement pursuant to Section 4.09(a) of the Sale and Servicing Agreement, the Owner Trustee shall (if at any time it is the Paying Agent), or shall direct the Paying Agent to, distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for , in proportion to each Certificateholder's Certificate Percentage Interest, amounts deposited in the Certificate Payment Account on such Distribution Date on a pro rata basis according pursuant to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect Section 4.06 of the Certificate Balance, Sale and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 Servicing Agreement and 2.8 Section 2.08 of the Administration Agreement on such Distribution DateIndenture. (b) On each Distribution Date, the Eligible Lender Owner Trustee shall (if at any time it is the Paying Agent), or shall direct the Paying Agent to, send to each Certificateholder the statement or statements provided to the Eligible Lender Owner Trustee by the Administrator Servicer pursuant to Section 2.9 4.09 of the Administration Sale and Servicing Agreement on with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the TrustIssuer's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the such Certificateholder in accordance with this Section. The Eligible Lender Owner Trustee is and each Paying Agent are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Eligible Lender Owner Trustee or any Paying Agent from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amounts). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be Issuer and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are a non-U.S. Certificateholder), the Owner Trustee or any Paying Agent may, but shall not known to be U.S. Personsobligated to, within the meaning of the Code, unless it is otherwise determined withhold such amounts in the opinion of counselaccordance with this Section. In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable.

Application of Trust Funds. (a) On each Distribution DateDistributions on the Certificates shall be made by the Paying Agent in accordance with the provisions of the Indenture. Subject to the lien of the Indenture, the Eligible Lender Owner Trustee shall promptly distribute to Certificateholders the Certificateholder all other amounts (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable ) received by the Trust or the Owner Trustee in respect of the Certificate BalanceTrust Estate. After the Indenture has been discharged with respect to the Collateral, and the Owner Trustee shall distribute the amounts received (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable ) by the Trust and the Owner Trustee in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 Trust Estate at the direction of the Administration Agreement on such Distribution DateCertificateholder. (b) The Certificateholders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing to retain in the Trust Collection Account all or a portion of distributions otherwise payable to them pursuant to Section 8.4(a), or Section 8.4(c) of the Indenture. If the Certificateholders make this election, these amounts will be treated as collections during the then-current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to Section 8.4 of the Indenture). (c) On each Distribution Payment Date, the Eligible Lender Trustee Paying Agent shall send to each Certificateholder copies of the statement or statements provided to the Eligible Lender Owner Trustee by the Administrator Servicer pursuant to Section 2.9 13.4 of the Administration Agreement on Exchange Note Servicing Supplement with respect to such Distribution Payment Date. (cd) In the event that If any withholding tax is imposed on distributions of the Trust's payment Trust Estate (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.01. The Eligible Lender Trustee Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders each Certificateholder sufficient funds for the payment of any withholding tax that is legally owed by the Trust in respect of any distribution (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known to be a non-U.S. PersonsCertificateholder), within the meaning of the Code, unless it is otherwise determined Paying Agent may in the opinion of counselits sole discretion withhold such amounts in accordance with this Section 5.01(d). In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee and the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Trust, the Owner Trustee and the Paying Agent for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Payment Date, the Eligible Lender Owner Trustee or Indenture Trustee, on behalf of the Owner Trustee, shall direct the Paying Agent to distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date Servicer and the Residual Interestholders from amounts on a pro rata basis according to amounts payable deposit in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable Account the distributions as provided in respect Section 5.02(b) of the Certificate Balance, Sale and (iii) the Certificate Return Carryover for Servicing Agreement with respect to such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution Payment Date. (b) On each Distribution Payment Date, the Eligible Lender Owner Trustee shall cause the Paying Agent to send to DTC and each Certificateholder Residual Interestholder the statement provided to the Eligible Lender Owner Trustee by the Administrator Servicer pursuant to Section 2.9 6.01 of the Administration Sale and Servicing Agreement on with respect to such Distribution Payment Date. (c) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Certificateholderan Owner, such tax shall reduce the amount otherwise distributable to the Certificateholder Owner in accordance with this Section. The Eligible Lender Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Owners sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder an Owner shall be treated as cash distributed to such Certificateholder Owner at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender In the event of any claimed overwithholding, Owners shall have no claim for recovery against the Trust or other Owners. If the amount withheld was not withheld from actual distributions, the Trust may, at its option, (i) require the Owner to reimburse the Trust for such withholding (and each Owner agrees to reimburse the Trust promptly following such request) or (ii) reduce any subsequent distributions by the amount of such withholding. If the Owner Trustee determines that a withholding tax is payable with respect to a distribution (such as a distribution to an Owner (or any other beneficial owner of the Owner Trust) that is not a U.S. Person and that has not established an applicable exemption from withholding (such as an effective Form W-8, Form 1001 or Form 4224), the Owner Trustee shall in its sole discretion withhold or cause such amounts as it determines are required to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code accordance with respect to all distributions made to persons that are not known to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined in the opinion of counselthis paragraph (c). In the event that a Certificateholder an Owner wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee shall reasonably cooperate with such Certificateholder owner in making such claim so long as such Certificateholder Owner agrees to reimburse the Eligible Lender Owner Trustee for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) The Certificate Paying Agent shall deposit, or cause to be deposited, in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution DateAccount pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Eligible Lender Trustee Certificate Paying Agent shall distribute or cause to Certificateholders (i) be distributed, to the Certificateholders' Return Distribution Amount for such Distribution Date , ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on a pro rata basis according to amounts payable deposit in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of the Certificate Balance, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution DateAccount. (b) On each Distribution Payment Date, the Eligible Lender Trustee Certificate Paying Agent shall send make available on its website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/abs to each Certificateholder or record the statement Servicer’s Monthly Certificate provided to the Eligible Lender Trustee Certificate Paying Agent by the Administrator Servicer pursuant to Section 2.9 4.09 of the Administration Agreement on such Distribution DateSale and Servicing Agreement. (c) In the event that any withholding tax is imposed on the Trust's Issuer’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the such Certificateholder in accordance with this Section. The Eligible Lender Owner Trustee is and Certificate Paying Agent are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Eligible Lender Owner Trustee or the Certificate Paying Agent from contesting any such tax in appropriate proceedings, Proceedings and withholding payment of such tax, if permitted by lawApplicable Law, pending the outcome of such proceedingsProceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amounts). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be remitted Issuer for remittance to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are a. Certificateholder who is not known to be U.S. Personsa United States Person), within the meaning of Owner Trustee or the Code, unless it is otherwise determined Certificate Paying Agent may in the opinion of counselits sole discretion withhold such amounts in accordance with this Section. In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon, any documents, forms or information provided by any such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Certificateholder agrees by its acceptance of a Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) On each Distribution Date, the Eligible Lender Trustee The Certificate Paying Agent shall distribute to Certificateholders (ithe Certificateholder any amounts received by the Issuer pursuant to Section 5.03(d) of the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts Indenture payable in respect of the Certificate Balancein accordance with Section 9.01(c). For the avoidance of doubt, no distributions shall be made with respect to the Certificate until payment (or provision for payment) of (i) all amounts payable by the Trust with respect to the Notes under the Indenture, (ii) all amounts payable by the Trust to ▇▇▇▇▇▇▇ ▇▇▇ under the Collateral Administration Agreement (including any contingent amounts that may become due and payable after any date of determination) and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to all amounts payable by the Trust under the other Basic Documents has been made in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution Datefull or discharged. (b) On each Distribution Date, the Eligible Lender Trustee shall send to each Certificateholder the statement provided to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 of the Administration Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust's ’s payment (or allocations of income) to a the Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionCertificateholder. The Eligible Lender Trustee Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Certificateholder sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Trustee Trust from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a the Certificateholder shall be treated as cash distributed to such the Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause If any amounts that are required to be withheld at from actual distributions in accordance with Section 5.03(a) are not so withheld, the maximum applicable rate provided in section 1441, 1442 or 1446 of Certificate Paying Agent shall require the Code Certificateholder to reimburse the Trust for such withholding (and the Certificateholder agrees to reimburse the Trust promptly following such request). If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known a Non-U.S. Person), the Sponsor may in its sole discretion direct the Certificate Paying Agent to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined withhold such amounts in the opinion of counselaccordance with this paragraph (b). In the event that a the Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Trustee Certificate Paying Agent shall reasonably cooperate with such the Certificateholder in making such claim so long as such the Certificateholder agrees to reimburse the Eligible Lender Certificate Paying Agent or the Owner Trustee for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) On The Certificate Paying Agent is hereby directed to distribute on each Distribution Date, Payment Date to the Eligible Lender Trustee shall distribute to Certificateholders (i) Holders of the Certificateholders' Return Distribution Amount for such Distribution Date Trust Certificates amounts on a pro rata basis according to amounts payable deposit in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for Account with respect to such Distribution Date, if any, Payment Date and payable to such Class of Certificates in accordance with Section 3.22 of the Sale and Servicing Agreement and the Certificate Paying Agent hereby acknowledges such direction. All distributions of amounts due on a pro rata basis according to amounts payable or in respect of the Certificate BalanceTrust Certificates shall be made to the Trust Certificateholders pro rata, and (iii) based upon their Percentage Interests in the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution DateTrust Certificates. (b) On each Distribution DateAll payments to be made under this Agreement by the Certificate Paying Agent shall be made only from the income and proceeds, including net proceeds from the sale of the Offered Securities, of the Trust Estate and only to the extent that the Certificate Paying Agent has received such income or proceeds. The Certificate Paying Agent shall not be liable to the Certificateholders, the Eligible Lender Indenture Trustee shall send or the Administrator for any amounts payable pursuant to each Certificateholder the statement provided this Section 4.02 except to the Eligible Lender Trustee by extent that non-payment is due to the Administrator pursuant Certificate Paying Agent’s acts or omissions amounting to Section 2.9 of the Administration Agreement on such Distribution Datewillful misconduct or gross negligence. (c) In the event that any withholding tax is imposed on the Trust's payment distributions (or allocations of income) to a Certificateholderthe Certificateholders, such tax shall reduce the amount otherwise distributable to the Certificateholder Certificateholders in accordance with this SectionSection 4.02. The Eligible Lender Trustee Certificate Paying Agent, if instructed by the Master Servicer or Owner Trustee, is hereby authorized and directed to retain or cause to be retained from amounts otherwise distributable to the Certificateholders sufficient funds (as determined by the Master Servicer or Owner Trustee) for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Trustee Trust from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be Certificate Paying Agent and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known to be a non-U.S. PersonsCertificateholder), within the meaning of the Code, unless it is otherwise determined Certificate Paying Agent shall withhold such amounts in the opinion of counselaccordance with this paragraph (c). In the event that a the Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Trustee Administrator shall reasonably cooperate with such Certificateholder in making such a claim so long as such Certificateholder agrees to reimburse the Eligible Lender Trustee Administrator for any out-of-pocket expenses incurred. (d) Distributions to the Holders of the Trust Certificates shall be subordinated to the creditors of the Trust, including, without limitation, the Noteholders and the Owner Trustee.

Application of Trust Funds. (a) On each Distribution Date, the Eligible Lender Trustee shall The Certificate Paying Agent will distribute to Certificateholders (i) each applicable Certificateholder and the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to X-IO Interestholder any amounts payable in respect pursuant to Sections 2.21 and 2.22 of Certificateholders' Return Distribution Amountthe Indenture, (ii) subject to Section 10.03 of the Certificate Balance Distribution Amount for such Distribution DateIndenture, if any, on a pro rata basis according to amounts or payable in respect of the Certificates or X-IO Interest in accordance with Section 9.01(c). For the avoidance of doubt, no distributions will be made with respect to a Residual Certificate Balanceuntil payment (or provision for payment) of (i) all amounts payable by the Issuer to ▇▇▇▇▇▇ Mae under the Collateral Administration Agreement (including any contingent amounts that may become due and payable after any date of determination), (ii) all amounts payable by the Issuer with respect to the Notes and the X-IO Interest under the Indenture and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to all amounts payable by the Issuer under the other Transaction Documents has been made in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution Datefull or discharged. (b) On each Distribution Date, the Eligible Lender Trustee shall send to each Certificateholder the statement provided to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 of the Administration Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the TrustIssuer's payment (or allocations of income) to a CertificateholderCertificateholder or the X-IO Interestholder, such tax shall will reduce the amount otherwise distributable to the Certificateholder in accordance with this Sectionor the X-IO Interestholder. The Eligible Lender Trustee Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Certificateholder or the X-IO Interestholder sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall will not prevent the Eligible Lender Trustee Issuer from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a the Certificateholder shall or the X-IO Interestholder will be treated as cash distributed to such the Certificateholder or the X-IO Interestholder at the time it is withheld by the Trust to be Issuer and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold If the amount withheld was not withheld from actual distributions, the Issuer may, at its option, require the Certificateholder or cause the X-IO Interestholder to be withheld at reimburse the maximum applicable rate provided in section 1441, 1442 Issuer for such withholding (and the Certificateholder or 1446 of the Code X-IO Interestholder agrees to reimburse the Issuer promptly following such request). If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known a Non-U.S. Person), the Issuer may in its sole discretion direct the Certificate Paying Agent to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined withhold such amounts in the opinion of counselaccordance with this paragraph (b). In the event that a the Certificateholder or the X-IO Interestholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Trustee shall Issuer will reasonably cooperate with such the Certificateholder or the X-IO Interestholder in making such claim so long as such the Certificateholder or the X-IO Interestholder agrees to reimburse the Eligible Lender Certificate Paying Agent or the Delaware Trustee for any out-of-pocket expenses incurred.

Application of Trust Funds. Upon request of the Depositor, the Owner Trustee will establish and maintain the Trust Distribution Account as provided in Section 4.1 of the Sale and Servicing Agreement. If the Trust Distribution Account has been established: (a) On each Distribution Payment Date, the Eligible Lender Trustee shall distribute to Certificateholders (i) Owner Trustee, based on the Certificateholders' Return information contained in the Monthly Investor Report, will withdraw the amounts deposited into the Trust Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of the Certificate Balance, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee Account pursuant to Sections 2.7 8.2(c)(viii), 8.2(d)(v) and 2.8 8.2(e)(viii) of the Administration Agreement Indenture on or before such Distribution DatePayment Date and distribute such amounts to the holder of the Residual Interest. (b) On each Distribution DateFollowing the satisfaction and discharge of the Indenture and the payment in full of the principal and interest on the Notes, the Eligible Lender Owner Trustee shall send to each Certificateholder will distribute any remaining funds on deposit in the statement provided Trust Distribution Account to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 holder of the Administration Agreement on such Distribution DateResidual Interest. (c) In the event that If any withholding tax is imposed on the TrustIssuer's payment (or allocations of income) to a Certificateholderthe holder of the Residual Interest, such tax shall will reduce the amount otherwise distributable to the Certificateholder such holder in accordance with this SectionSection 4.1(c). The Eligible Lender Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders holder of the Residual Interest sufficient funds for the payment of any such withholding tax that is legally owed by the Trust Issuer (but such authorization shall will not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall the holder of the Residual Interest will be treated as cash distributed to such Certificateholder holder at the time it is withheld by the Trust to be Issuer and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made to persons that are not known to be U.S. Personsa distribution, within the meaning Owner Trustee may, in its sole discretion, withhold such amounts in accordance with this Section 4.1(c). If the holder of the Code, unless it is otherwise determined in the opinion of counsel. In the event that a Certificateholder Residual Interest wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee shall will reasonably cooperate with such Certificateholder holder in making such claim so long as such Certificateholder holder agrees to reimburse the Eligible Lender Owner Trustee for any out-of-pocket expenses incurredincurred in so cooperating.

Application of Trust Funds. Upon request of the Depositor, the Owner Trustee will establish and maintain the Trust Distribution Account as provided in Section 4.1 of the Sale and Servicing Agreement. If the Trust Distribution Account has been established: (a) On each Distribution Payment Date, the Eligible Lender Trustee shall distribute to Certificateholders (i) Owner Trustee, based on the Certificateholders' Return information contained in the Monthly Investor Report, will withdraw the amounts deposited into the Trust Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of the Certificate Balance, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee Account pursuant to Sections 2.7 8.2(c)(xiii), 8.2(d)(viii) and 2.8 8.2(e)(xiv) of the Administration Agreement Indenture on or before such Distribution DatePayment Date and distribute such amounts to the holder of the Residual Interest. (b) On each Distribution DateFollowing the satisfaction and discharge of the Indenture and the payment in full of the principal and interest on the Notes, the Eligible Lender Owner Trustee shall send to each Certificateholder will distribute any remaining funds on deposit in the statement provided Trust Distribution Account to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 holder of the Administration Agreement on such Distribution DateResidual Interest. (c) In the event that If any withholding tax is imposed on the TrustIssuer's payment (or allocations of income) to a Certificateholderthe holder of the Residual Interest, such tax shall will reduce the amount otherwise distributable to the Certificateholder such holder in accordance with this SectionSection 4.1(c). The Eligible Lender Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders holder of the Residual Interest sufficient funds for the payment of any such withholding tax that is legally owed by the Trust Issuer (but such authorization shall will not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall the holder of the Residual Interest will be treated as cash distributed to such Certificateholder holder at the time it is withheld by the Trust to be Issuer and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made to persons that are not known to be U.S. Personsa distribution, within the meaning Owner Trustee may, in its sole discretion, withhold such amounts in accordance with this Section 4.1(c). If the holder of the Code, unless it is otherwise determined in the opinion of counsel. In the event that a Certificateholder Residual Interest wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee shall will reasonably cooperate with such Certificateholder holder in making such claim so long as such Certificateholder holder agrees to reimburse the Eligible Lender Owner Trustee for any out-of-pocket expenses incurredincurred in so cooperating.

Application of Trust Funds. (a) On each Distribution Date, the Eligible Lender The Owner Trustee shall distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) hereby directs the Certificate Balance Paying Agent to distribute on each Payment Date to the Holders amounts on deposit in the Certificate Distribution Amount for Account and the Certificate Paying Agent hereby acknowledges such Distribution Date, if any, direction. All distributions of amounts due on a pro rata basis according to amounts payable or in respect of the Certificate BalanceOwnership Certificates shall be made to the Certificateholders, and (iii) pro rata, based upon their Percentage Interests in the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution DateOwnership Certificates. (b) On each Distribution DateAll payments to be made under this Agreement by the Certificate Paying Agent shall be made only from the income and proceeds of the Trust Estate and only to the extent that the Certificate Paying Agent has received such income or proceeds. The Certificate Paying Agent shall not be liable to any Holder, the Eligible Lender Indenture Trustee shall send or the Owner Trustee for any amounts payable pursuant to each Certificateholder the statement provided this Section 4.02 except to the Eligible Lender Trustee by extent that non-payment is due to the Administrator pursuant Certificate Paying Agent’s acts or omissions amounting to Section 2.9 of the Administration Agreement on such Distribution Datewillful misconduct or gross negligence. (c) In the event that any withholding tax is imposed on the Trust's payment distributions (or allocations of income) to a Certificateholderthe Certificateholders, such tax shall reduce the amount otherwise distributable to the Certificateholder Certificateholders in accordance with this SectionSection 4.02. The Eligible Lender Trustee Certificate Paying Agent, if instructed by the Securities Administrator, is hereby authorized and directed to retain or cause to be retained from amounts otherwise distributable to the Certificateholders sufficient funds (as determined by the Securities Administrator) for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be Certificate Paying Agent and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known to be a non-U.S. PersonsCertificateholder), within the meaning of the Code, unless it is otherwise determined Certificate Paying Agent may in the opinion of counselits own discretion withhold such amounts in accordance with this paragraph (c). In the event that a the Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee shall reasonably cooperate with such Certificateholder in making such a claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee for any out-of-pocket expenses incurred. (d) Distributions to the Holders shall be subordinated to the creditors of the Trust, including, without limitation, the Noteholders and the Owner Trustee.

Application of Trust Funds. (a) On each Distribution Monthly Payment Date, the Eligible Lender Owner Trustee shall distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution DateResidual Interestholder amounts, if any, on a pro rata basis according to amounts payable in respect of the Certificate Balance, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as any received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 Section 5.06(b) of the Administration Transfer and Servicing Agreement on with respect to such Distribution DateMonthly Payment Date or received pursuant to Section 5.04 of the Indenture. (b) On each Distribution Monthly Payment Date, the Eligible Lender Owner Trustee shall send to each Certificateholder the Residual Interestholder the statement or statements provided to the Eligible Lender Owner Trustee by the Administrator Servicer pursuant to Section 2.9 5.08 of the Administration Transfer and Servicing Agreement on with respect to such Distribution Monthly Payment Date. (c) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a CertificateholderResidual Interestholder, such tax shall reduce the amount otherwise distributable to the Certificateholder Residual Interestholder in accordance with this Section. The Eligible Lender Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Residual Interestholder's sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder Residual Interestholder shall be treated as cash distributed to such Certificateholder the Residual Interestholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known to be a non-U.S. Persons, within the meaning of the Code, unless it is otherwise determined in the opinion of counsel. In the event that a Certificateholder wishes to apply for a refund of any such withholding taxResidual Interestholder), the Eligible Lender Owner Trustee shall reasonably cooperate may in its sole discretion withhold such amounts in accordance with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Trustee for any out-of-pocket expenses incurredthis paragraph (c).

Application of Trust Funds. (a) On each Monthly Distribution Date, based upon the Servicer’s Accounting for such Monthly Distribution Date, the Eligible Lender Owner Trustee (or the Paying Agent on its behalf) shall distribute to the Certificateholders (i) of each class of Certificates the Certificateholders' Return amounts deposited in the Certificate Distribution Amount for Account with respect to such class of Certificates pursuant to Section 4.5 of the Trust Sale and Servicing Agreement with respect to such Monthly Distribution Date on a pro rata basis according to amounts payable in respect the Certificates of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of the Certificate Balance, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution Dateclass. (b) On each Monthly Distribution Date, the Eligible Lender Owner Trustee (or the Paying Agent on its behalf) shall send include with each distribution to each Certificateholder the statement provided to the Eligible Lender Owner Trustee (or the Paying Agent on its behalf) by the Administrator Servicer pursuant to Section 2.9 4.8 of the Administration Trust Sale and Servicing Agreement on for such class of Certificates in respect of such Monthly Distribution DateDate setting forth, among other things, the amount of the distribution allocable to Certificate Balance and to interest, the Certificate Balance after giving effect to such distribution, and the Monthly Servicing Fee with respect to the Monthly Distribution Date or the related Collection Period, as applicable, each since the last statement so provided to such Certificateholders; provided that no such statement shall be required to be sent by the Owner Trustee so long as the Seller is the sole Certificateholder. (c) In the event that If any withholding tax is imposed on the Trust's payment ’s distribution (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.2; provided that the Owner Trustee (or the Paying Agent on its behalf) shall not have an obligation to withhold any such amount so long as the Seller is the sole Certificateholder. The Eligible Lender Owner Trustee (or the Paying Agent on its behalf) is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known to be a non-U.S. PersonsCertificateholder), within the meaning of Owner Trustee (or the Code, unless it is otherwise determined Paying Agent on its behalf) may in the opinion of counselits sole discretion withhold such amounts in accordance with this subsection 5.2(c). In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuer Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Seller.

Application of Trust Funds. (a) On each Distribution DateDistributions on the Certificates shall be made on behalf of the Trust in accordance with the provisions of the Indenture and the Sale and Servicing Agreement. Subject to the lien of the Indenture, the Eligible Lender Owner Trustee shall promptly distribute to the Certificateholders all other amounts (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, ) received by the Owner Trustee on a pro rata basis according to amounts payable behalf of the Issuer in respect of the Certificate BalanceTrust Estate. After the termination of the Indenture in accordance with its terms, and the Owner Trustee shall distribute all amounts received (iii) the Certificate Return Carryover for such Distribution Date, if any, ) by the Owner Trustee on a pro rata basis according to amounts payable behalf of the Trust in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 Trust Estate at the direction of the Administration Agreement on such Distribution Date. (b) On each Distribution Date, the Eligible Lender Trustee shall send to each Certificateholder the statement provided to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 of the Administration Agreement on such Distribution Date. (c) In the event that Certificateholders. If any withholding tax is imposed on the Trust's Issuer’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.1; provided that the Owner Trustee shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole Certificateholder. The Eligible Lender Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be Issuer and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known to be a non-U.S. PersonsCertificateholder), within the meaning of the Code, unless it is otherwise determined Owner Trustee may in the opinion of counselits sole discretion withhold such amounts in accordance with this Section 5.1. In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) On each date that the Delaware Trustee, on behalf of the Trust, receives any funds from the Surplus Fund (a “Distribution Date”), the Eligible Lender Delaware Trustee shall first pay to itself from such funds the Delaware Trustee’s fees, expenses, indemnities and other amounts not otherwise paid or reimbursed to the Delaware Trustee pursuant to the Indenture or otherwise as to which the Delaware Trustee is entitled to be paid or reimbursed hereunder, and second distribute the remaining amount to the Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according based upon their Percentage Interests. All such funds to amounts payable be distributed to the Delaware Trustee shall be wired in respect of the Certificate Balance, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according accordance with wiring instructions provided to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of by the Administration Agreement on such Distribution DateDelaware Trustee. (b) On each Distribution Date, the Eligible Lender Trustee shall send to each Certificateholder the statement provided to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 of the Administration Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust's ’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Eligible Lender Delaware Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the such Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Delaware Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are a non-U.S. Certificateholder), the Delaware Trustee in its sole discretion may (but unless otherwise required by law shall not known to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined obligated to) withhold such amounts in the opinion of counselaccordance with this paragraph (b). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Delaware Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Delaware Trustee for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution DatePayment Date and at and in accordance with the instruction of the Servicer, the Eligible Lender Trustee shall distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a , pro rata basis according to based on their respective Percentage Interests, the amounts payable deposited in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of the Certificate Balance, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as Account received from the Indenture Trustee pursuant to Sections 2.7 the Indenture or the Sale and 2.8 of the Administration Agreement on such Distribution DateServicing Agreement. (b) On each Distribution Payment Date, the Eligible Lender Trustee shall, or shall send cause the Servicer to, make available to each Certificateholder via its website at ▇▇▇▇://▇▇▇▇▇.▇▇▇▇▇▇.▇▇▇ the statement or statements provided to the Eligible Lender Trustee by the Administrator Servicer pursuant to Section 2.9 of the Administration Indenture and the Sale and Servicing Agreement on with respect to such Distribution Payment Date. (c) In the event that any withholding tax is imposed on the Trust's ’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.02. The Eligible Lender Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Owner Trustee or the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by lawApplicable Law, pending the outcome of such proceedings); provided that the Trustee shall not be responsible for determining whether any such tax is owed and may rely for such purposes on the written direction of the Trust Depositor or Servicer. The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made to persons that are not known to be U.S. Personsa distribution, within the meaning of the Code, unless it is otherwise determined Trustee may in the opinion of counselits sole discretion withhold such amounts in accordance with this Section 5.02(c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee or the Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee and the Trustee, in its capacity as paying agent, for any out-of-pocket expenses incurred. The Certificateholders shall supply the Owner Trustee, the Trustee and any paying agent with Internal Revenue Service forms, with appropriate supporting documentation, and such other certificates, information or forms that the Owner Trustee, the Trustee or any paying agent may request from time to time in connection with any withholding tax or the application for a refund thereof.

Application of Trust Funds. (a) On each date that the Delaware Trustee, on behalf of the Trust, receives any funds pursuant to the Indenture (a “Distribution Date”), the Eligible Lender Delaware Trustee shall first pay to itself from such funds the Delaware Trustee’s fees, expenses, indemnities and other amounts not otherwise paid or reimbursed to the Delaware Trustee pursuant to the Indenture or otherwise as to which the Delaware Trustee is entitled to be paid or reimbursed hereunder, and second distribute the remaining amount to the Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according based upon their Percentage Interests. All such funds to amounts payable be distributed to the Delaware Trustee shall be wired in respect of the Certificate Balance, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according accordance with wiring instructions provided to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of by the Administration Agreement on such Distribution DateDelaware Trustee. (b) On each Distribution Date, the Eligible Lender Trustee shall send to each Certificateholder the statement provided to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 of the Administration Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust's ’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Eligible Lender Delaware Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the such Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Delaware Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are a non-U.S. Certificateholder), the Delaware Trustee in its sole discretion may (but unless otherwise required by law shall not known to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined obligated to) withhold such amounts in the opinion of counselaccordance with this paragraph (b). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Delaware Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Delaware Trustee for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) On each date that the Delaware Trustee, on behalf of the Trust, receives any funds from the Collection Fund (a "Distribution Date"), the Eligible Lender Delaware Trustee shall distribute such amounts to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date Certificateholder on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according based upon their Percentage Interests. All such funds to amounts payable be distributed to the Delaware Trustee shall be wired in respect of accordance with wiring instructions provided to the Certificate Balance, and (iii) Trustee by the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution DateDelaware Trustee. (b) On each Distribution Date, the Eligible Lender Trustee shall send to each Certificateholder the statement provided to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 of the Administration Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Eligible Lender Delaware Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the such Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Delaware Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are a non-U.S. Certificateholder), the Delaware Trustee in its sole discretion may (but unless otherwise required by law shall not known to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined obligated to) withhold such amounts in the opinion of counselaccordance with this paragraph (c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Delaware Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Delaware Trustee for any out-of-pocket expenses incurred. (c) On the Closing Date, the Certificateholder shall receive all amounts received by the Trust from the Counterparty under the Interest Rate Cap Derivative Product Agreement.

Application of Trust Funds. (a) Deposits into the Certificate Distribution Account shall be made in accordance with the provisions of the Indenture and this Agreement. On each Distribution Payment Date, the Eligible Lender Trustee Certificate Paying Agent shall withdraw from the Certificate Distribution Account and distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a , pro rata basis according based on the Percentage Interest of each Certificateholder, all funds received in accordance with the provisions of the Indenture and this Agreement. Subject to amounts payable in respect the Lien of Certificateholders' Return Distribution Amountthe Indenture, (ii) the Certificate Balance Distribution Amount for such Distribution Date, Paying Agent shall promptly distribute to the Certificateholders all other amounts (if any, ) received by the Certificate Paying Agent on a pro rata basis according to amounts payable behalf of the Issuer in respect of the Certificate BalanceTrust Estate (pro rata based on the Percentage Interest of each such Certificateholder). After the termination of the Indenture in accordance with its terms, and (iii) the Certificate Return Carryover for such Distribution Date, Paying Agent shall distribute all amounts received (if any, ) by the Owner Trustee on a pro rata basis according to amounts payable behalf of the Issuer in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 Trust Estate in accordance with the provisions of the Administration Agreement on such Distribution Date. (b) On each Distribution Date, the Eligible Lender Trustee shall send to each Certificateholder the statement provided to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 of the Administration Agreement on such Distribution Date. (c) In the event that this Agreement. If any withholding tax is imposed on the Trust's any Issuer payment (to, or allocations of income) to is imposed on any allocable Issuer income of, a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.1; provided that the Owner Trustee shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole Certificateholder. The Eligible Lender Owner Trustee is hereby authorized and directed to retain withhold from amounts otherwise allocable or distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be Issuer and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made to persons that are not known to be U.S. Personsa distribution or income allocation, within the meaning of the Code, unless it is otherwise determined Owner Trustee may in the opinion of counselits sole discretion withhold such amounts in accordance with this Section 5.1. In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Date, upon receipt from the Eligible Lender Master Servicer of a distribution statement pursuant to Section 4.10(a) of the Sale and Servicing Agreement, the Owner Trustee shall (if at any time it is the Paying Agent) or shall direct the Paying Agent to distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for , in proportion to each Certificateholder’s Certificate Percentage Interest, amounts deposited in the Certificate Payment Account on such Distribution Date on a pro rata basis according pursuant to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect Section 4.09 of the Certificate Balance, Sale and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 Servicing Agreement and 2.8 Section 2.08 of the Administration Agreement on such Distribution DateIndenture. (b) On each Distribution Date, the Eligible Lender Owner Trustee shall (if at any time it is the Paying Agent), or shall direct the Paying Agent to, send to each Certificateholder the statement or statements provided to the Eligible Lender Owner Trustee by the Administrator Master Servicer pursuant to Section 2.9 4.10 of the Administration Sale and Servicing Agreement on with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust's Issuer’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the such Certificateholder in accordance with this Section. The Eligible Lender Owner Trustee is and each Paying Agent are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Eligible Lender Owner Trustee or any Paying Agent from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amounts). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be Issuer and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are a non-U.S. Certificateholder), the Owner Trustee or any Paying Agent may, but shall not known to be U.S. Personsobligated to, within the meaning of the Code, unless it is otherwise determined withhold such amounts in the opinion of counselaccordance with this Section. In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable.

Application of Trust Funds. (a) On each Distribution Certificate Payment Date, the Eligible Lender Owner Trustee shall distribute to the Certificateholders the amounts deposited in the Certificate Distribution Account pursuant to Section 4.5 of the Trust Sale and Servicing Agreement with respect to such Certificate Payment Date (i) to the extent of the amount deposited with respect to Aggregate Certificateholders' Return Distribution Amount for such Distribution Date on a Interest, pro rata basis according based upon the amount of interest due with respect to amounts payable in respect of Certificateholders' Return Distribution Amount, each Certificate and (ii) to the Certificate Balance Distribution Amount for such Distribution Date, if anyextent of any amount deposited with respect to Aggregate Certificateholder's Principal, on a pro rata basis according to amounts payable in respect of the Certificate Balance, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution Datebasis. (b) On each Distribution Certificate Payment Date, the Eligible Lender Owner Trustee shall send include with each distribution to each Certificateholder the statement provided to the Eligible Lender Owner Trustee by the Administrator Servicer pursuant to Section 2.9 4.8 of the Administration Trust Sale and Servicing Agreement on in respect of such Distribution DateCertificate Payment Date setting forth, among other things, the amount of the distribution allocable to Certificate Balance and to interest, the Certificate Balance after giving effect to such distribution, the balance of the Reserve Fund (and amounts, if any, distributed from the Reserve Fund), and the Monthly Servicing Fee with respect to the Certificate Payment Date or the related Collection Period, as applicable, each since the last statement so provided to such Certificateholders; provided that no such statement shall be required to be sent by the Owner Trustee so long as the Seller is the sole Certificateholder. (c) In the event that If any withholding tax is imposed on the Trust's payment distribution (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.2; provided that the Owner Trustee shall not have an obligation to withhold any such amount so long as the Seller is the sole Certificateholder. The Eligible Lender Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known to be a non-U.S. PersonsCertificateholder), within the meaning of the Code, unless it is otherwise determined Owner Trustee may in the opinion of counselits sole discretion withhold such amounts in accordance with this subsection 5.2(c). In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuer Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Seller.

Application of Trust Funds. (a) The Certificate Paying Agent shall deposit, or cause to be deposited, in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution DateAccount pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Eligible Lender Trustee Certificate Paying Agent shall distribute or cause to Certificateholders (i) be distributed, to the Certificateholders' Return Distribution Amount for such Distribution Date , ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on a pro rata basis according to amounts payable deposit in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of the Certificate Balance, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution DateAccount. (b) On each Distribution Payment Date, the Eligible Lender Trustee Certificate Paying Agent shall send make available on its website at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/abs to each Certificateholder or record the statement Servicer’s Monthly Certificate provided to the Eligible Lender Trustee Certificate Paying Agent by the Administrator Servicer pursuant to Section 2.9 4.09 of the Administration Agreement on such Distribution DateSale and Servicing Agreement. (c) In the event that any withholding tax is imposed on the Trust's Issuer’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the such Certificateholder in accordance with this Section. The Eligible Lender Owner Trustee is and Certificate Paying Agent are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Eligible Lender Owner Trustee or the Certificate Paying Agent from contesting any such tax in appropriate proceedings, Proceedings and withholding payment of such tax, if permitted by lawApplicable Law, pending the outcome of such proceedingsProceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amounts). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be remitted Issuer for remittance to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are a Certificateholder who is not known to be U.S. Personsa United States Person), within the meaning of Owner Trustee or the Code, unless it is otherwise determined Certificate Paying Agent may in the opinion of counselits sole discretion withhold such amounts in accordance with this Section. In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee and each Paying Agent for any out-of-pocket expenses incurredthat they incur. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon, any documents, forms or information provided by any such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Certificateholder agrees by its acceptance of a Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) On each Distribution Payment Date, the Eligible Lender Trustee Paying Agent shall distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to all amounts payable deposited in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according Account pursuant to amounts payable in respect Section 5.05 of the Sale and Servicing Agreement with respect to such Payment Date based upon each Certificateholder’s Certificate Balance, Percentage Interest. 20 (2025-B Amended and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution Date.Restated Trust Agreement) (b) On each Distribution Payment Date, the Eligible Lender Trustee Paying Agent shall send to each Certificateholder the statement or statements provided to the Eligible Lender Trustee by the Administrator Servicer pursuant to Section 2.9 5.07 of the Administration Sale and Servicing Agreement on with respect to such Distribution Payment Date. (c) In the event that If any withholding tax is imposed on the Trust's ’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.2; provided that the Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor or a U.S. Affiliate of the Depositor is the sole Certificateholder. The Eligible Lender Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made to persons that are not known to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined in the opinion of counsel. In the event that a Certificateholder wishes to apply for a refund of any such withholding taxdistribution, the Eligible Lender Owner Trustee shall reasonably cooperate or the Paying Agent may in its sole discretion withhold such amounts in accordance with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Trustee for any out-of-pocket expenses incurredthis Section 5.2(c).

Application of Trust Funds. (a) On each Distribution Certificate Payment Date, the Eligible Lender Owner Trustee shall distribute to the Certificateholders the amounts deposited in the Certificate Distribution Account pursuant to Section 4.5 of the Trust Sale and Servicing Agreement with respect to such Certificate Payment Date: (i) to the extent of the amount deposited with respect to Aggregate Certificateholders' Return Distribution Amount for such Distribution Date on a Interest, pro rata basis according based upon the amount of interest due with respect to amounts payable in respect of Certificateholders' Return Distribution Amount, each Certificate and (ii) to the Certificate Balance Distribution Amount for such Distribution Date, if anyextent of any amount deposited with respect to Aggregate Certificateholder's Principal, on a pro rata basis according to amounts payable in respect of the Certificate Balance, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution Datebasis. (b) On each Distribution Certificate Payment Date, the Eligible Lender Owner Trustee shall send include with each distribution to each Certificateholder the statement provided to the Eligible Lender Owner Trustee by the Administrator Servicer pursuant to Section 2.9 4.8 of the Administration Trust Sale and Servicing Agreement on in respect of such Distribution DateCertificate Payment Date setting forth, among other things, the amount of the distribution allocable to Certificate Balance and to interest, the Certificate Balance after giving effect to such distribution, the balance of the Reserve Fund (and amounts, if any, distributed from the Reserve Fund), and the Monthly Servicing Fee with respect to the Certificate Payment Date or the related Collection Period, as applicable, each since the last statement so provided to such Certificateholders; provided that no such statement shall be required to be sent by the Owner Trustee so long as the Seller is the sole Certificateholder. (c) In the event that If any withholding tax is imposed on the Trust's payment distribution (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.2; provided that the Owner Trustee shall not have an obligation to withhold any such amount so long as the Seller is the sole Certificateholder. The Eligible Lender Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known to be a non-U.S. PersonsCertificateholder), within the meaning of the Code, unless it is otherwise determined Owner Trustee may in the opinion of counselits sole discretion withhold such amounts in accordance with this subsection 5.2(c). In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuer Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Seller.

Application of Trust Funds. (a) On each Distribution Date, the Eligible Lender Trustee Paying Agent shall distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according basis, amounts equal to the amounts payable deposited in respect the Certificate Distribution Account pursuant to Section 2.7 of the Certificate Balance, and (iii) the Certificate Return Carryover for Indenture on or prior to such Distribution Date, if any, . Funds received by the Paying Agent by 1:00 p.m. (Eastern time) on a pro rata basis according any Distribution Date will be distributed to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement Certificateholders on such Distribution Date. The Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but the Paying Agent shall not be liable if such funds are not distributed until the next Business Day. Any funds received by the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and the Paying Agent shall not be liable for any interest thereon. (b) On each Distribution Date, the Eligible Lender Trustee Paying Agent shall send to each Certificateholder the statement provided to the Eligible Lender Trustee Paying Agent by the Administrator Servicer pursuant to Section 2.9 2.8 of the Administration Servicing Agreement on such Distribution Date. (c) In the event that If any withholding tax is imposed on the Trust's ’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.2. The Eligible Lender Trustee Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed payable by the Trust (but such authorization shall not prevent the Eligible Lender Trustee Paying Agent from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent, upon notification from the Owner Trustee that are the appropriate tax forms have not known to be U.S. Personsbeen received by the Owner Trustee, within the meaning of the Code, unless it is otherwise determined may withhold such amounts in the opinion of counselaccordance with this Section 5.2(c). In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Trustee Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Trustee Paying Agent for any out-of-pocket expenses incurred. 20 CRVNA 2022-P2 Trust Agreement (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.

Application of Trust Funds. (a) On each Distribution Payment Date, the Eligible Lender Trustee Paying Agent shall distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to all amounts payable deposited in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according Account pursuant to amounts payable in respect Section 5.05 of the Sale and Servicing Agreement with respect to such Payment Date based upon each Certificateholder’s Certificate Balance, Percentage Interest. 20 (2024-B Amended and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution Date.Restated Trust Agreement) (b) On each Distribution Payment Date, the Eligible Lender Trustee Paying Agent shall send to each Certificateholder the statement or statements provided to the Eligible Lender Trustee by the Administrator Servicer pursuant to Section 2.9 5.07 of the Administration Sale and Servicing Agreement on with respect to such Distribution Payment Date. (c) In the event that If any withholding tax is imposed on the Trust's ’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.2; provided that the Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor or a U.S. Affiliate of the Depositor is the sole Certificateholder. The Eligible Lender Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made to persons that are not known to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined in the opinion of counsel. In the event that a Certificateholder wishes to apply for a refund of any such withholding taxdistribution, the Eligible Lender Owner Trustee shall reasonably cooperate or the Paying Agent may in its sole discretion withhold such amounts in accordance with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Trustee for any out-of-pocket expenses incurredthis Section 5.2(c).

Application of Trust Funds. (a) On each Distribution DateDistributions on the Certificates shall be made on behalf of the Issuer in accordance with the provisions of the Indenture and the Sale and Servicing Agreement. Subject to the lien of the Indenture, the Eligible Lender Owner Trustee shall promptly distribute to the Certificateholders all other amounts (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, ) received by the Owner Trustee on a pro rata basis according to amounts payable behalf of the Issuer in respect of the Certificate BalanceTrust Estate. After the termination of the Indenture in accordance with its terms, and the Owner Trustee shall distribute all amounts received (iii) the Certificate Return Carryover for such Distribution Date, if any, ) by the Owner Trustee on a pro rata basis according to amounts payable behalf of the Issuer in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 Trust Estate at the direction of the Administration Agreement on such Distribution Date. (b) On each Distribution Date, the Eligible Lender Trustee shall send to each Certificateholder the statement provided to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 of the Administration Agreement on such Distribution Date. (c) In the event that Certificateholders. If any withholding tax is imposed on the Trust's Issuer’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.1; provided that the Owner Trustee shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole Certificateholder. The Eligible Lender Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be Issuer and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known to be a non-U.S. PersonsCertificateholder), within the meaning of the Code, unless it is otherwise determined Owner Trustee may in the opinion of counselits sole discretion withhold such amounts in accordance with this Section 5.1. In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee for any out-of-pocket expenses incurred.. 708333927 14443670 9 Amended and Restated Trust Agreement (USAA 2014-1)

Application of Trust Funds. (a) On each Distribution Payment Date, the Eligible Lender Trustee Trust Paying Agent shall distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date , on a pro rata the basis according to of their respective Percentage Interests, all amounts payable then on deposit in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of the Certificate Balance, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution DateAccount. (b) On each Distribution Payment Date, the Eligible Lender Trustee Trust Paying Agent shall send to each Certificateholder Certificateholders the statement provided to the Eligible Lender Owner Trustee by the Administrator Indenture Trustee pursuant to Section 2.9 2.08(d) of the Administration Agreement on Indenture with respect to such Distribution Payment Date. If the Trust Paying Agent is an entity other than the Indenture Trustee, the Owner Trustee shall provide a copy of such statement to the Trust Paying Agent to enable it to perform its duties under this Section 5.2(b). (c) In the event that any withholding tax is imposed under federal, state, or local tax on the Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the such Certificateholder in accordance with this Section. The Eligible Lender Trustee Owner Trustee, and the Trust Paying Agent on its behalf, is hereby authorized and directed to retain in the Certificate Distribution Account from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate Registrar will provide the Trust Paying Agent with a statement indicating the amount of any such withholding tax. The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld authority from the Certificate Distribution Account at the maximum applicable rate provided in section 1441, 1442 or 1446 direction of the Code Owner Trustee or the Trust Paying Agent on its behalf. If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known to be a Certificateholder who is a Non-U.S. PersonsPerson), within the meaning of the Code, unless it is otherwise determined Trust Paying Agent may in the opinion of counselits sole discretion withhold such amounts in accordance with this paragraph (c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee and the Trust Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee for any out-of-pocket expenses incurred. Any Holder which is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Holder becomes a Holder, (a) so notify the Trust, the Owner Trustee and the Trust Paying Agent, (b) (i) provide the Trust, the Owner Trustee and the Trust Paying Agent with Internal Revenue Service form 1001, 4224, 8709 or W-8, as appropriate, or (ii) notify the Trust, the Owner Trustee and the Trust Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of a Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Trust, the Owner Trustee and the Trust Paying Agent should subsequent circumstances arise affecting the information provided in clauses (a) and (b) above. The Trust, the Owner Trustee and the Trust Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Trust, the Owner Trustee and the Trust Paying Agent harmless against all claims or liability of any kind arising in connection with or related to their reliance upon any documents, forms or information provided by any Holder. In addition, if the Trust Paying Agent has not withheld taxes on any payment made to any Holder, and the Trust Paying Agent is subsequently required to remit to any taxing authority any such amount not withheld, such Holder shall return such amount to the Trust Paying Agent upon written demand by the Trust Paying Agent. Neither the Owner Trustee nor the Trust Paying Agent shall be liable for damages to any Holder due to a violation of the Code unless and only to the extent such liability is caused by the Owner Trustee's or the Trust Paying Agent's failure to act in accordance with its standard of care under this Agreement. (d) Notwithstanding anything to the contrary herein, at any time after the Indenture is no longer in effect but while this Agreement remains in effect, the manager under the Management Agreement (the "Manager") shall be entitled to a fee on each Payment Date equal to the Indenture Trustee Fee that would have been payable to the Indenture Trustee on such Payment Date if the Indenture were still in effect. Such fee shall be distributed to the Manager from funds in the Certificate Distribution Account prior to distribution of any such funds to Certificateholders. Also, in such event, the Servicer shall provide the same information to the Manager that it would have provided to the Indenture Trustee pursuant to the Servicing Agreement, as well as any other information concerning the Mortgage Loans as may be reasonably requested by the Manager to enable the Manager to perform its obligations under the Management Agreement. On each such Payment Date, the Trust Paying Agent shall mail to each Certificateholder a statement detailing the amount remitted to the Trust Paying Agent by the Servicer on the related Deposit Date and setting forth the amount of the Monthly Servicing Fee and fees paid to the Manager with respect to such Payment Date, and the aggregate amount distributed to Certificateholders on such Payment Date.

Application of Trust Funds. (a) On each Distribution Date and Redemption Date, the Eligible Lender Trustee shall Certificate Paying Agent will distribute (or authorize the distribution of) to Certificateholders (ithe holder of the Trust Certificate, amounts payable to the Certificateholder pursuant to Section 5.05(c) of the Certificateholders' Return Distribution Amount for Sale and Servicing Agreement, or Sections 5.04(b) or 5.04(c) of the Indenture, as applicable, on such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of the Certificate Balance, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution Redemption Date. (b) On each Distribution Date, the Eligible Lender Trustee Certificate Paying Agent shall send to each Certificateholder the holder of the Trust Certificate a copy of the statement sent to the Noteholders and provided to the Eligible Lender Owner Trustee by the Administrator pursuant to Section 2.9 5.07 of the Administration Sale and Servicing Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust's ’s payment (or allocations of income) to a Certificateholderholder of the Trust Certificate, such tax shall reduce the amount otherwise distributable to the Certificateholder such holder in accordance with this Section. The Eligible Lender Owner Trustee is and the Certificate Paying Agent are hereby authorized and directed to retain (or direct the retention) from amounts otherwise distributable to the Certificateholders holder of the Trust Certificate sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder holder of the Trust Certificate shall be treated as cash distributed to such Certificateholder holder of the Trust Certificate at the time it is withheld by the Trust to be remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known to be a non-U.S. Persons, within the meaning holder of the CodeTrust Certificate), the Owner Trustee and the Certificate Paying Agent in their sole discretion may (but unless it is otherwise determined required by law shall be obligated to) withhold or direct the withholding of such amounts in the opinion of counselaccordance with this paragraph (c). In the event that a Certificateholder holder of the Trust Certificate wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee and the Certificate Paying Agent shall reasonably cooperate with such Certificateholder holder in making such claim so long as such Certificateholder holder of the Trust Certificate agrees to reimburse the Eligible Lender Owner Trustee and the Certificate Paying Agent for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Date, upon receipt from the Eligible Lender Master Servicer of a distribution statement pursuant to Section 4.10(a) of the Sale and Servicing Agreement, the Owner Trustee shall (if at any time it is the Paying Agent) or shall direct the Paying Agent to distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for , in proportion to each Certificateholder's Certificate Percentage Interest, amounts deposited in the Certificate Payment Account on such Distribution Date on a pro rata basis according pursuant to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect Section 4.09 of the Certificate Balance, Sale and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 Servicing Agreement and 2.8 Section 2.08 of the Administration Agreement on such Distribution DateIndenture. (b) On each Distribution Date, the Eligible Lender Owner Trustee shall (if at any time it is the Paying Agent), or shall direct the Paying Agent to, send to each Certificateholder the statement or statements provided to the Eligible Lender Owner Trustee by the Administrator Master Servicer pursuant to Section 2.9 4.10 of the Administration Sale and Servicing Agreement on with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the TrustIssuer's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the such Certificateholder in accordance with this Section. The Eligible Lender Owner Trustee is and each Paying Agent are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Eligible Lender Owner Trustee or any Paying Agent from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amounts). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be Issuer and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are a non-U.S. Certificateholder), the Owner Trustee or any Paying Agent may, but shall not known to be U.S. Personsobligated to, within the meaning of the Code, unless it is otherwise determined withhold such amounts in the opinion of counselaccordance with this Section. In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable.

Application of Trust Funds. (a) On each Distribution Date, the Eligible Lender Owner Trustee or Co-Owner Trustee shall direct the Paying Agent to distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date Servicer and the Residual Interestholders from amounts on a pro rata basis according to amounts payable deposit in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable Account the distributions as provided in respect Section 5.2(b) of the Certificate Balance, Sale and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according Servicing Agreement with respect to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution Date. (b) On each Distribution Date, the Eligible Lender Owner Trustee shall cause the Paying Agent to send to each Certificateholder Residual Interestholder the statement provided to the Eligible Lender Owner Trustee by the Administrator Servicer pursuant to Section 2.9 6.1 of the Administration Sale and Servicing Agreement on with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.2. The Eligible Lender Each of the Owner Trustee and the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known to be a non-U.S. PersonsCertificateholder), within the meaning of Owner Trustee or the Code, unless it is otherwise determined Paying Agent may in the opinion of counselits sole discretion withhold such amounts in accordance with this paragraph (c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee shall reasonably cooperate with such Certificateholder owner in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Peyment Date, the Eligible Lender Trustee Paying Agent shall distribute to the Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date from amounts on a pro rata basis according to amounts payable deposit in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for Account the distributions provided in Section [6.05] of the Transfer and Servicing Agreement with respect to such Distribution Payment Date. All distributions of interest on any Class of IO Certificates, if any, and all distributions of amounts due on a pro rata basis according to amounts payable or in respect of the Certificate BalanceResidual Interest Certificates, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a shall be made pro rata basis according to amounts payable in respect the Certificateholders of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution DateClass entitled thereto. (b) On the Business Day prior to each Distribution Payment Date, the Eligible Lender Indenture Trustee shall send or cause the Trust to send to each Certificateholder the statement or statements provided to the Eligible Lender Indenture Trustee by the Administrator Master Servicer pursuant to Section 2.9 [4.27] of the Administration Transfer and Servicing Agreement on with respect to such Distribution Payment Date. (c) In the event that any withholding tax is imposed on the Trust's ’s payment (or allocations of income) to a Certificateholderan Owner, such tax shall reduce the amount otherwise distributable to the Certificateholder Owner in accordance with this Section. The Eligible Lender Trustee Trust is hereby authorized and directed to direct the Paying Agent to retain from amounts otherwise distributable to the Certificateholders Owners sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Trustee Trust from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder an Owner shall be treated as cash distributed to such Certificateholder Owner at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold If the amount withheld was not withheld from actual distributions, the Trust may, at its option, (i) require the Owner to reimburse the Trust for such withholding (and each Owner agrees to reimburse the Trust promptly following such request) or cause to be withheld at (ii) reduce any subsequent distributions by the maximum applicable rate provided in section 1441, 1442 or 1446 amount of the Code such withholding. If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known a non-U.S. Owner), the Trust may in its sole discretion direct the Paying Agent to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined withhold such amounts in the opinion of counselaccordance with this paragraph (c). In the event that a Certificateholder an Owner wishes to apply for a refund of any such withholding tax, the Eligible Lender Trustee Trust shall reasonably cooperate with such Certificateholder Owner in making such claim so long as such Certificateholder Owner agrees to reimburse the Eligible Lender Owner Trustee for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Date, No later than the Eligible Lender Trustee shall distribute to Certificateholders (i) close of business on the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of the Certificate Balance, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from day it receives funds distributed by the Indenture Trustee pursuant to Sections 2.7 5.5, 5.6 and 2.8 5.10 of the Administration Agreement Transfer and Servicing Agreement, the Certificate Paying Agent will distribute such amounts to Trust Certificateholders on a pro rata basis, based upon the portion of the Certificate Balance held by such Certificateholder; provided, however, that if the Eligible Lender Trustee receives funds for distribution to Certificateholders after 11:00 a.m. on any day it shall use all reasonable efforts to distribute such funds to the applicable Certificateholders on such Distribution Dateday but shall not be liable for any damages if such funds are distributed on the following Business Day. Notwithstanding the foregoing, all amounts received by the Eligible Lender Trustee from the Indenture Trustee representing amounts in the Reserve Account in excess of the Specified Reserve Account Balance shall be distributed to the Depositor (but such distributions shall not reduce the principal amount of the Trust Certificates held by the Depositor) and no other Certificateholder shall be entitled to have a claim for such amounts. (b) On each Distribution DateNo later than the Business Day following its receipt thereof, the Eligible Lender Trustee shall send to each Trust Certificateholder the statement provided to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 5.7 of the Administration Transfer and Servicing Agreement on relating to such Certificate Distribution Date. (c) In the event that If any withholding tax is imposed on the Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Eligible Lender Trustee is hereby authorized to and directed shall, upon receipt of written instructions of the Administrator identifying the appropriate amount, to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be remitted to the appropriate taxing authority. The If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Eligible Lender Trustee in its sole discretion may (but unless otherwise required by law shall not be obligated to) withhold or cause to be withheld at the maximum applicable rate provided such amounts in section 1441, 1442 or 1446 of the Code accordance with respect to all distributions made to persons that are not known to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined in the opinion of counselthis paragraph (c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Trustee and the Administrator shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Trustee and the Administrator for any reasonable out-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution DateDistributions on the Certificates shall be made by the Paying Agent in accordance with the provisions of the Indenture. Subject to the lien of the Indenture, the Eligible Lender Trustee Paying Agent shall promptly distribute to Certificateholders the Certificateholder all other amounts (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable ) received by the Trust or the Paying Agent in respect of the Certificate BalanceTrust Estate. After the Indenture has been discharged with respect to the Collateral, and the Paying Agent shall distribute the amounts received (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable ) by the Trust and the Paying Agent in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 Trust Estate at the direction of the Administration Agreement on such Distribution DateCertificateholder. (b) On each Distribution DateThe Certificateholders of 100% Percentage Interest of the Certificates will have the right, but not the Eligible Lender obligation, in their sole discretion, to instruct the Indenture Trustee shall send in writing to each Certificateholder retain in the statement provided Trust Collection Account all or a portion of distributions otherwise payable to the Eligible Lender Trustee by the Administrator them pursuant to Section 2.9 8.5(a), or Section 8.5(c) of the Administration Agreement Indenture. If the Certificateholders make this election, these amounts will be treated as collections during the then-current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on such Distribution Datea subsequent Payment Date pursuant to Section 8.5 of the Indenture). (c) In On each Payment Date, the event Paying Agent shall make available (including, but not limited to, posting on the Paying Agent’s website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) the Servicer Certificate prepared by the Servicer pursuant to Section 8.3 of the Indenture to each Person that was a Certificateholder as of the close of business on the related Record Date. Certificate Owners may obtain copies of such reports upon a request in writing to the Paying Agent at the Corporate Trust Office of the Indenture Trustee. (d) If any withholding tax is imposed on distributions of the Trust's payment Trust Estate (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.01. The Eligible Lender Trustee Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders each Certificateholder sufficient funds for the payment of any withholding tax that is legally owed by the Trust in respect of any distribution (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known to be a non-U.S. PersonsCertificateholder), within the meaning of the Code, unless it is otherwise determined Paying Agent may in the opinion of counselits sole discretion withhold such amounts in accordance with this Section 5.01(d). In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee and the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Trust, the Owner Trustee and the Paying Agent for any out-of-pocket expenses incurred. The Depositor, as initial Certificateholder, agrees to provide to the Paying Agent (and from time to time thereafter, so long as it is a Certificateholder, upon the reasonable request of the Paying Agent), executed originals of Internal Revenue Service Form W-9 certifying that the Depositor is exempt from U.S. federal backup withholding tax.

Application of Trust Funds. (a) On each date that the Delaware Trustee, on behalf of the Issuer, receives any funds from the Collection Fund (a "Distribution Date"), the Eligible Lender Delaware Trustee shall distribute such amounts to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date Certificateholder on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according based upon their Percentage Interests. All such funds to amounts payable be distributed to the Delaware Trustee shall be wired in respect of accordance with wiring instructions provided to the Certificate Balance, and (iii) Trustee by the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution DateDelaware Trustee. (b) On each Distribution Date, the Eligible Lender Trustee shall send to each Certificateholder the statement provided to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 of the Administration Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Eligible Lender Delaware Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the such Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Delaware Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are a non-U.S. Certificateholder), the Delaware Trustee in its sole discretion may (but unless otherwise required by law shall not known to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined obligated to) withhold such amounts in the opinion of counselaccordance with this paragraph (c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Delaware Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Delaware Trustee for any out-of-pocket expenses incurred. (c) On the Closing Date, the Certificateholder shall receive all amounts received by the Issuer from the Counterparty under the Interest Rate Cap Derivative Product Agreement.

Application of Trust Funds. (a) On each Distribution Date, the Eligible Lender Trustee shall The Certificate Paying Agent will distribute to Certificateholders (i) each applicable Certificateholder and the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to X-IO Interestholder any amounts payable in respect pursuant to Sections 2.22 and 2.23 of Certificateholders' Return Distribution Amountthe Indenture, (ii) subject to Section 10.03 of the Certificate Balance Distribution Amount for such Distribution DateIndenture, if any, on a pro rata basis according to amounts or payable in respect of the Certificates or X-IO Interest in accordance with Section 9.01(c). For the avoidance of doubt, no distributions will be made with respect to a Residual Certificate Balanceuntil payment (or provision for payment) of (i) all amounts payable by the Issuer to ▇▇▇▇▇▇ Mae under the Collateral Administration Agreement (including any contingent amounts that may become due and payable after any date of determination), (ii) all amounts payable by the Issuer with respect to the Notes and the X-IO Interest under the Indenture and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to all amounts payable by the Issuer under the other Transaction Documents has been made in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution Datefull or discharged. (b) On each Distribution Date, the Eligible Lender Trustee shall send to each Certificateholder the statement provided to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 of the Administration Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the TrustIssuer's payment (or allocations of income) to a CertificateholderCertificateholder or the X-IO Interestholder, such tax shall will reduce the amount otherwise distributable to the Certificateholder in accordance with this Sectionor the X-IO Interestholder. The Eligible Lender Trustee Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Certificateholder or the X-IO Interestholder sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall will not prevent the Eligible Lender Trustee Issuer from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a the Certificateholder shall or the X-IO Interestholder will be treated as cash distributed to such the Certificateholder or the X-IO Interestholder at the time it is withheld by the Trust to be Issuer and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold If the amount withheld was not withheld from actual distributions, the Issuer may, at its option, require the Certificateholder or cause the X-IO Interestholder to be withheld at reimburse the maximum applicable rate provided in section 1441, 1442 Issuer for such withholding (and the Certificateholder or 1446 of the Code X-IO Interestholder agrees to reimburse the Issuer promptly following such request). If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known a Non-U.S. Person), the Issuer may in its sole discretion direct the Certificate Paying Agent to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined withhold such amounts in the opinion of counselaccordance with this paragraph (b). In the event that a the Certificateholder or the X-IO Interestholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Trustee shall Issuer will reasonably cooperate with such the Certificateholder or the X-IO Interestholder in making such claim so long as such the Certificateholder or the X-IO Interestholder agrees to reimburse the Eligible Lender Certificate Paying Agent or the Delaware Trustee for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) Except to the extent otherwise specified in the Forepart, and except to the extent such moneys or property are paid or delivered, or required to be paid or delivered, to the Indenture Trustee, pursuant to the Indenture, the Trustee shall credit to the Collection Account all moneys or property received by the Trust in respect of (i) the Trust Assets and (ii) payments to the Trust under the Swap Agreements or the Related Agreements, other than any payment made to the Trust on the Closing Date, which payment is required to be applied to the purchase of the Trust Assets and (iii) any payments to the Trust under any Credit Enhancement Agreement. (b) Except to the extent such moneys or property are paid or delivered, or required to be paid or delivered, to the Indenture Trustee, pursuant to the Indenture, on each Obligations Payment Date, the Trustee shall (i) withdraw from the Collection Account such amounts as are necessary to satisfy the expenses of the Trust, to the extent not paid by the Depositor pursuant to Section 7.10 hereof, (ii) withdraw from the Collection Account and remit first to the Swap Counterparty, then to the counterparty to any Related Agreement, and then to the counterparty to any Credit Enhancement Agreement (in accordance with any priority of payments specified in the Forepart), any amounts due to such Person from the Trust on such date pursuant to the terms of the Swap Agreement, the relevant Related Agreement or the relevant Credit Enhancement Agreement (net of amounts due to the Trust from such Person on such date), and (iii) retain in the Collection Account any amounts due to the Trust and received from such Person on such date pursuant to the terms of the Swap Agreement, the relevant Related Agreement or the relevant Credit Enhancement Agreement. (c) On each Distribution Date, the Eligible Lender Trustee shall distribute to Certificateholders shall, after paying any amounts due under the Swap Agreement, any Related Agreement or any Credit Enhancement Agreement as provided in Section 6.2(b), (i) pay the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to Noteholders, in accordance with the Indenture, all amounts payable due in respect of Certificateholders' Return Distribution Amountthe Notes and not previously received by the Indenture Trustee, (ii) the Certificate Balance Distribution Amount for on such Distribution Date, if anyand then (ii) distribute from the Collection Account to the Certificateholders, on a pro rata basis according to basis, all amounts payable then remaining on deposit in the Collection Account, provided that any payments which the Trustee has received in respect of the Certificate BalanceSwap Agreement, and any Related Agreement or any Credit Enhancement Agreement by 3:00 p.m. (iiiNew York City time) on the Certificate Return Carryover for such Distribution Date will be distributed on the Distribution Date, if anyand any payments received after 3:00 p.m. on the Distribution Date will be distributed on the next Business Day, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution Datedelayed payments shall not include any additional interest. (bd) On The Trustee shall be entitled to rely on a certificate of the Calculation Agent, if applicable, for the amount of any payments to be paid or received by the Trust under the Swap Agreement, any Related Agreement or Credit Enhancement Agreement or paid by the Trust on the Certificates, which the Calculation Agent shall provide at least two (2) Business Days prior to each Obligations Payment Date and Distribution Date, the Eligible Lender Trustee shall send to each Certificateholder the statement provided to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 of the Administration Agreement on such Distribution Daterespectively. (ce) In Notwithstanding the foregoing Sections 6.2(a) to (d), in the event that of an event described in Section 8.2(a) hereof, funds shall be applied by the Trustee in accordance with Section 8.2 and not this Section 6.2. (f) If any withholding tax is imposed on the Trust's payment (or allocations of income) to a Certificateholder, Certificateholder such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 6.2, including any amounts payable to Certificateholders pursuant to Section 8.2 below. The Eligible Lender Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed required to be withheld by the Trust (but such authorization shall not prevent the Eligible Lender Trustee if indemnified to its satisfaction, from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons a Certificateholder that are not known to be is a non-U.S. PersonsPerson), within the meaning of the Code, unless it is otherwise determined Trustee may in the opinion of counselits sole discretion withhold such amounts in accordance with this Section 6.2(f). In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Trustee for any out-of-pocket expenses incurred. The Trustee shall not be liable to any Person for withholding or failing to withhold any such withholding tax. (g) If the Trustee has received any amount from any Person in respect of distributions of interest on the Underlying Securities or any other Trust Asset and such Person is entitled to require and requires, that the Trustee repay such amounts, the Trustee shall have the right to reimbursement of any such amounts, from the Certificateholders with respect to any such amounts distributed to Certificateholders and shall, to the extent provided under the Swap Agreement, any Related Agreement or any Credit Enhancement Agreement, seek reimbursement of any such amounts from the relevant party under such agreement, including in each case any amounts payable to Certificateholders pursuant to Section 8.2 below. (h) Notwithstanding any other provisions in the Series Trust Agreement, the right of any Certificateholder to receive payment of principal of and interest on a Certificate on or after their due dates, and to institute suit for the enforcement of any such payment on or after the date such payment is payable, shall not be impaired without the consent of such Certificateholder.

Application of Trust Funds. (a) On each Distribution Date, the Eligible Lender Owner Trustee shall (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date) distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to basis, amounts payable on deposit in respect of the Certificate Balance, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution DateAccount. (b) On each Distribution Date, the Eligible Lender Owner Trustee shall send (or shall cause to be sent) to each Certificateholder the statement provided to the Eligible Lender Trustee by the Administrator pursuant to described in Section 2.9 2.17(a) of the Administration Agreement on such Distribution DateServicing Agreement. (c) In the event that If any withholding tax is imposed on distributions of the Trust's payment Owner Trust Estate (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.2. The Eligible Lender Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any withholding tax that is legally owed by the Trust in respect of any distribution (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known to be a non-U.S. PersonsCertificateholder), within the meaning of the Code, unless it is otherwise determined Owner Trustee may in the opinion of counselits sole discretion withhold such amounts in accordance with this subsection 5.2(c). In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Trust and the Owner Trustee for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuer Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds pro rata to or at the order of the Certificateholders.

Application of Trust Funds. (a) On each Distribution Payment Date, the Eligible Lender Trustee Paying Agent shall distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to all amounts payable deposited in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according Account pursuant to amounts payable in respect Section 5.05 of the Sale and Servicing Agreement with respect to such Payment Date based upon each Certificateholder’s Certificate Balance, Percentage Interest. 20 (2025-D Amended and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution Date.Restated Trust Agreement) (b) On each Distribution Payment Date, the Eligible Lender Trustee Paying Agent shall send to each Certificateholder the statement or statements provided to the Eligible Lender Trustee by the Administrator Servicer pursuant to Section 2.9 5.07 of the Administration Sale and Servicing Agreement on with respect to such Distribution Payment Date. (c) In the event that If any withholding tax is imposed on the Trust's ’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.2; provided that the Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor or a U.S. Affiliate of the Depositor is the sole Certificateholder. The Eligible Lender Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made to persons that are not known to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined in the opinion of counsel. In the event that a Certificateholder wishes to apply for a refund of any such withholding taxdistribution, the Eligible Lender Owner Trustee shall reasonably cooperate or the Paying Agent may in its sole discretion withhold such amounts in accordance with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Trustee for any out-of-pocket expenses incurredthis Section 5.2(c).

Application of Trust Funds. (a) On each Distribution DateDistributions on the Certificates shall be made by the Paying Agent in accordance with the provisions of the Indenture. Subject to the lien of the Indenture, the Eligible Lender Trustee Paying Agent shall promptly distribute to Certificateholders the Certificateholder all other amounts (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable ) received by the Trust or the Paying Agent in respect of the Certificate BalanceTrust Estate. After the Indenture has been discharged with respect to the Collateral, and the Paying Agent shall distribute the amounts received (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable ) by the Trust and the Paying Agent in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 Trust Estate at the direction of the Administration Agreement on such Distribution DateCertificateholder. (b) On each Distribution DateThe Certificateholders of 100% Percentage Interest of the Certificates will have the right, but not the Eligible Lender obligation, in their sole discretion, to instruct the Indenture Trustee shall send in writing to each Certificateholder retain in the statement provided Trust Collection Account all or a portion of distributions otherwise payable to the Eligible Lender Trustee by the Administrator them pursuant to Section 2.9 8.5(a), or Section 8.5(c) of the Administration Agreement Indenture. If the Certificateholders make this election, these amounts will be treated as collections during the then-current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on such Distribution Datea subsequent Payment Date pursuant to Section 8.5 of the Indenture). (c) In On each Payment Date, the event Paying Agent shall send by first class mail or other reasonable means (including, but not limited to, posting on the Paying Agent’s website at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/commercial/trust-custody/asset-backed-servicer-reports) the Servicer Certificate prepared by the Servicer pursuant to Section 8.3 of the Indenture to each Person that was a Certificateholder as of the close of business on the related Record Date. Certificate Owners may obtain copies of such reports upon a request in writing to the Paying Agent at the Corporate Trust Office of the Indenture Trustee. (d) If any withholding tax is imposed on distributions of the Trust's payment Trust Estate (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.01. The Eligible Lender Trustee Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders each Certificateholder sufficient funds for the payment of any withholding tax that is legally owed by the Trust in respect of any distribution (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known to be a non-U.S. PersonsCertificateholder), within the meaning of the Code, unless it is otherwise determined Paying Agent may in the opinion of counselits sole discretion withhold such amounts in accordance with this Section 5.01(d). In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee and the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Trust, the Owner Trustee and the Paying Agent for any out-of-pocket expenses incurred. The Depositor, as initial Certificateholder, agrees to provide to the Paying Agent (and from time to time thereafter, so long as it is a Certificateholder, upon the reasonable request of the Paying Agent), executed originals of Internal Revenue Service Form W-9 certifying that the Depositor is exempt from U.S. federal backup withholding tax.

Application of Trust Funds. (a) Deposits into the Certificate Distribution Account shall be made in accordance with the provisions of the Indenture and this Agreement. On each Distribution Payment Date, after a Certificate Distribution Account has been established in accordance with the Eligible Lender Trustee terms of the Indenture, the Certificate Paying Agent shall withdraw from the Certificate Distribution Account and distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a , pro rata basis according based on the Percentage Interest of each Certificateholder, all funds received in accordance with the provisions of the Indenture and this Agreement. Subject to amounts payable in respect the lien of Certificateholders' Return Distribution Amountthe Indenture, (ii) the Certificate Balance Distribution Amount for such Distribution Date, Paying Agent shall promptly distribute to the Certificateholders all other amounts (if any, ) received by the Certificate Paying Agent on a pro rata basis according to amounts payable behalf of the Issuer in respect of the Certificate BalanceTrust Estate (pro rata based on the Percentage Interest of each such Certificateholder). After the termination of the Indenture in accordance with its terms, and (iii) the Certificate Return Carryover for such Distribution Date, Paying Agent shall distribute all amounts received (if any, ) by the Owner Trustee on a pro rata basis according to amounts payable behalf of the Issuer in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 Trust Estate in accordance with the provisions of the Administration Agreement on such Distribution Date. (b) On each Distribution Date, the Eligible Lender Trustee shall send to each Certificateholder the statement provided to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 of the Administration Agreement on such Distribution Date. (c) In the event that this Agreement. If any withholding tax is imposed on the Trust's any Issuer payment (to, or allocations of income) to is imposed on any allocable Issuer income of, a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.1; provided that the Owner Trustee shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole Certificateholder. The Eligible Lender Owner Trustee is hereby authorized and directed to retain withhold from amounts otherwise allocable or distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be Issuer and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made to persons that are not known to be U.S. Personsa distribution or income allocation, within the meaning of the Code, unless it is otherwise determined Owner Trustee may in the opinion of counselits sole discretion withhold such amounts in accordance with this Section 5.1. In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Payment Date, the Eligible Lender Trustee Paying Agent shall distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to all amounts payable deposited in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according Account pursuant to amounts payable in respect Section 5.05 of the Sale and Servicing Agreement with respect to such Payment Date based upon each Certificateholder’s Certificate Balance, Percentage Interest. 20 (2025-C Amended and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution Date.Restated Trust Agreement) (b) On each Distribution Payment Date, the Eligible Lender Trustee Paying Agent shall send to each Certificateholder the statement or statements provided to the Eligible Lender Trustee by the Administrator Servicer pursuant to Section 2.9 5.07 of the Administration Sale and Servicing Agreement on with respect to such Distribution Payment Date. (c) In the event that If any withholding tax is imposed on the Trust's ’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.2; provided that the Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor or a U.S. Affiliate of the Depositor is the sole Certificateholder. The Eligible Lender Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made to persons that are not known to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined in the opinion of counsel. In the event that a Certificateholder wishes to apply for a refund of any such withholding taxdistribution, the Eligible Lender Owner Trustee shall reasonably cooperate or the Paying Agent may in its sole discretion withhold such amounts in accordance with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Trustee for any out-of-pocket expenses incurredthis Section 5.2(c).

Application of Trust Funds. (a) On each Distribution Date, the Eligible Lender The Owner Trustee shall distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) hereby directs the Certificate Balance Distribution Amount for Paying Agent to distribute on each Payment Date to the Holders of the Trust Certificates amounts on deposit in the Certificate Account with respect to such Distribution Date, if any, Payment Date in accordance with Section 5.08 of the Sale and Servicing Agreement and the Certificate Paying Agent hereby acknowledges such direction. All distributions of amounts due on a pro rata basis according to amounts payable or in respect of the Certificate BalanceTrust Certificates shall be made to the Certificateholders pro rata, and (iii) based upon their Percentage Interests in the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution DateTrust Certificates. (b) On each Distribution DateAll payments to be made under this Agreement by the Certificate Paying Agent shall be made only from the income and proceeds, including Net Proceeds from the Notes, of the Trust Estate and only to the extent that the Certificate Paying Agent has received such income or proceeds. The Certificate paying Agent shall not be liable to the Certificateholders, the Eligible Lender Indenture Trustee shall send or the Trust Administrator for any amounts payable pursuant to each Certificateholder the statement provided this Section 4.02 except to the Eligible Lender Trustee by extent that non-payment is due to the Administrator pursuant Certificate Paying Agent’s acts or omissions amounting to Section 2.9 of the Administration Agreement on such Distribution Datewillful misconduct or gross negligence. (c) In the event that any withholding tax is imposed on the Trust's payment distributions (or allocations of income) to a Certificateholderthe Certificateholders, such tax shall reduce the amount otherwise distributable to the Certificateholder Certificateholders in accordance with this SectionSection 4.02. The Eligible Lender Certificate Paying Agent, if instructed by the Master Servicer, the Indenture Trustee or Owner Trustee, is hereby authorized and directed to retain or cause to be retained from amounts otherwise distributable to the Certificateholders sufficient funds (as determined by the Master Servicer, the Trust Administrator, the Indenture Trustee or Owner Trustee) for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be Certificate Paying Agent and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known to be a non-U.S. PersonsCertificateholder), within the meaning of the Code, unless it is otherwise determined Certificate Paying Agent may in the opinion of counselits own discretion withhold such amounts in accordance with this paragraph (c). In the event that a the Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee shall reasonably cooperate with such Certificateholder in making such a claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee for any out-of-pocket expenses incurred. (d) Distributions to Certificateholders shall be subordinated to the creditors of the Trust, including, without limitation, the Noteholders and the Owner Trustee.

Application of Trust Funds. (a) On each Distribution DateDistributions on the Certificates shall be made by the Paying Agent in accordance with the provisions of the Indenture. Subject to the lien of the Indenture, the Eligible Lender Trustee Paying Agent shall promptly distribute to Certificateholders the Certificateholder all other amounts (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable ) received by the Trust or the Paying Agent in respect of the Certificate BalanceTrust Estate. After the Indenture has been discharged with respect to the Collateral, and the Paying Agent shall distribute the amounts received (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable ) by the Trust and the Paying Agent in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 Trust Estate at the direction of the Administration Agreement on such Distribution DateCertificateholder. (b) On each Distribution DateThe Certificateholders of 100% Percentage Interest of the Certificates will have the right, but not the Eligible Lender obligation, in their sole discretion, to instruct the Indenture Trustee shall send in writing to each Certificateholder retain in the statement provided Trust Collection Account all or a portion of distributions otherwise payable to the Eligible Lender Trustee by the Administrator them pursuant to Section 2.9 8.5(a), or Section 8.5(c) of the Administration Agreement Indenture. If the Certificateholders make this election, these amounts will be treated as collections during the then-current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on such Distribution Datea subsequent Payment Date pursuant to Section 8.5 of the Indenture). (c) In On each Payment Date, the event Paying Agent shall make available (including, but not limited to, posting on the Paying Agent’s website at w▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) the Servicer Certificate prepared by the Servicer pursuant to Section 8.3 of the Indenture to each Person that was a Certificateholder as of the close of business on the related Record Date. Certificate Owners may obtain copies of such reports upon a request in writing to the Paying Agent at the Corporate Trust Office of the Indenture Trustee. (d) If any withholding tax is imposed on distributions of the Trust's payment Trust Estate (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.01. The Eligible Lender Trustee Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders each Certificateholder sufficient funds for the payment of any withholding tax that is legally owed by the Trust in respect of any distribution (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum If there is a reasonable possibility that withholding tax is payable under applicable rate provided in section 1441, 1442 or 1446 of the Code law with respect to all distributions made a distribution (such as a distribution to persons a Certificateholder that are is not known to be U.S. Persons, a “United States person” (within the meaning of Section 7701(a)(30) of the Code)), unless it is otherwise determined the Paying Agent or the Owner Trustee, as the case may be, may in the opinion of counselits good faith reasonable discretion withhold such amounts in accordance with this Section 5.01(d). In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee and the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Trust, the Owner Trustee and the Paying Agent for any out-of-pocket expenses incurred. The Depositor, as initial Certificateholder, agrees to provide to the Paying Agent (and from time to time thereafter, so long as it is a Certificateholder, upon the reasonable request of the Paying Agent), valid and duly executed originals of Internal Revenue Service Form W-9 certifying that the Depositor is exempt from U.S. federal backup withholding tax.

Application of Trust Funds. (a) On each Distribution Payment Date, the Eligible Lender Trustee Paying Agent shall distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to all amounts payable deposited in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according Account pursuant to amounts payable in respect Section 5.05 of the Sale and Servicing Agreement with respect to such Payment Date based upon each Certificateholder’s Certificate Balance, Percentage Interest. 20 (2019-B Amended and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution Date.Restated Trust Agreement) (b) On each Distribution Payment Date, the Eligible Lender Trustee Paying Agent shall send to each Certificateholder the statement or statements provided to the Eligible Lender Trustee by the Administrator Servicer pursuant to Section 2.9 5.07 of the Administration Sale and Servicing Agreement on with respect to such Distribution Payment Date. (c) In the event that If any withholding tax is imposed on the Trust's ’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.2; provided that the Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor or a U.S. Affiliate of the Depositor is the sole Certificateholder. The Eligible Lender Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made to persons that are not known to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined in the opinion of counsel. In the event that a Certificateholder wishes to apply for a refund of any such withholding taxdistribution, the Eligible Lender Owner Trustee shall reasonably cooperate or the Paying Agent may in its sole discretion withhold such amounts in accordance with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Trustee for any out-of-pocket expenses incurredthis Section 5.2(c).

Application of Trust Funds. (a) On each Distribution Date, the Eligible Lender Owner Trustee shall will distribute amounts deposited in the Certificate Distribution Account pursuant to Certificateholders Sections 5.04 and 5.05 of the Sale and Servicing Agreement or pursuant to Section 5.04(b) or 5.04(c) of the Indenture on or before such Distribution Date as follows: (i) to the Certificateholders' Return Certificateholder, to the extent necessary to reduce the Certificate Balance of the Certificate to zero, an amount equal to the excess if any, of the Regular Principal Distribution Amount for such Distribution Date on a pro rata basis according over amounts distributable to amounts payable in respect of Certificateholders' Return Distribution Amount, (iithe Noteholders pursuant to Section 5.04(c) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of the Certificate Balance, Sale and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Servicing Agreement on such Distribution Date; and (ii) to the Depositor, any remaining funds on deposit in the Certificate Distribution Account after distribution to the Certificateholder pursuant to the clause (i) above. (b) On each Distribution Date, the Eligible Lender Trustee Administrator shall send to each the Certificateholder the statement provided to the Eligible Lender Trustee Administrator by the Administrator Servicer pursuant to Section 2.9 4.09 of the Administration Sale and Servicing Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a the Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Eligible Lender Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Certificateholder sufficient funds for the payment of any tax that is legally owed or required to be withheld by the Trust (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a the Certificateholder shall be treated as cash distributed to such the Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made to persons that are not known to be U.S. Personsa distribution, within the meaning of the Code, unless it is otherwise determined Owner Trustee may in the opinion of counselits sole discretion withhold such amounts in accordance with this clause (c). In the event that a the Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee shall reasonably cooperate with such the Certificateholder in making such claim so long as such the Certificateholder agrees to reimburse the Eligible Lender Owner Trustee for any out-of-pocket expenses incurred.

Application of Trust Funds. ‌ (a) On The Certificate Paying Agent will distribute to each Distribution Dateapplicable Certificateholder, the Eligible Lender Trustee shall distribute to Certificateholders (i) UT Interestholder and the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to X-IO Interestholder any amounts payable in respect pursuant to Sections 2.22 and 2.23 of Certificateholders' Return Distribution Amountthe Indenture, (ii) subject to Section 10.03 of the Certificate Balance Distribution Amount for such Distribution DateIndenture, if any, on a pro rata basis according to amounts or payable in respect of the Certificates, the UT Interest or X-IO Interest in accordance with Section 9.01(c). For the avoidance of doubt, no distributions will be made with respect to a Residual Certificate Balanceuntil payment (or provision for payment) of (i) all amounts payable by the Issuer to ▇▇▇▇▇▇ ▇▇▇ under the Collateral Administration Agreement (including any contingent amounts that may become due and payable after any date of determination), (ii) all amounts payable by the Issuer with respect to the Notes, the UT Interest and, so long as the X-IO Interest is outstanding, the X-IO Interest under the Indenture and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to all amounts payable by the Issuer under the other Transaction Documents has been made in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution Datefull or discharged. (b) On each Distribution Date, the Eligible Lender Trustee shall send to each Certificateholder the statement provided to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 of the Administration Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the TrustIssuer's payment (or allocations of income) to a Certificateholder, the UT Interestholder or the X-IO Interestholder, such tax shall will reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionCertificateholder, the UT Interestholder or the X-IO Interestholder. The Eligible Lender Trustee Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Certificateholder, the UT Interestholder or the X-IO Interestholder sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall will not prevent the Eligible Lender Trustee Issuer from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall the Certificateholder, the UT Interestholder or the X-IO Interestholder will be treated as cash distributed to such Certificateholder the Certificateholder, the UT Interestholder or the X-IO Interestholder at the time it is withheld by the Trust to be Issuer and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold If the amount withheld was not withheld from actual distributions, the Issuer may, at its option, require the Certificateholder, the UT Interestholder or cause the X-IO Interestholder to be withheld at reimburse the maximum applicable rate provided in section 1441Issuer for such withholding (and the Certificateholder, 1442 the UT Interestholder or 1446 of the Code X-IO Interestholder agrees to reimburse the Issuer promptly following such request). If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known a Non-U.S. Person), the Issuer may in its sole discretion direct the Certificate Paying Agent to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined withhold such amounts in the opinion of counselaccordance with this paragraph (b). In the event that a Certificateholder the Certificateholder, the UT Interestholder or the X-IO Interestholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Trustee shall Issuer will reasonably cooperate with such Certificateholder the Certificateholder, the UT Interestholder or the X-IO Interestholder in making such claim so long as such Certificateholder the Certificateholder, the UT Interestholder or the X-IO Interestholder agrees to reimburse the Eligible Lender Certificate Paying Agent or the Delaware Trustee for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Date, Date the Eligible Lender Trustee Certificate Paying Agent shall distribute amounts deposited in the Certificate Distribution Account pursuant to Certificateholders the Sale and Servicing Agreement or Indenture, as applicable, with respect to such Distribution Date in the following order of priority: (i) to make payments to the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, Certificateholders any remaining amount deposited therein; and (ii) to clear and terminate the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect Account upon the termination of the Certificate Balance, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution Datethis Agreement. (b) On each Distribution Date, the Eligible Lender Trustee shall send to each Certificateholder the statement provided to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 of the Administration Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the TrustIssuer's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the such Certificateholder in accordance with this Section. The Eligible Lender Owner Trustee or Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Eligible Lender Owner Trustee or the Certificate Paying Agent from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be Issuer and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known a non-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph. (c) Any Holder of a Certificate shall, on or prior to be U.S. Personsthe date such Holder becomes a Holder, within provide the meaning Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form W-9, W-8BEN, W-8BEN-E or W-8ECI (or successor forms), as appropriate, and any documentation or certification required or reasonably appropriate for the Certificate Paying Agent to satisfy its obligations with respect to the tax laws of the CodeUnited States. Any such Holder agrees by its acceptance of a Certificate, unless it is otherwise determined on an ongoing basis, to provide updated certification when required by law and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent pursuant to this paragraph. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of a Certificate hereunder agrees to indemnify and hold the opinion of counsel. In Owner Trustee and the event that a Certificateholder wishes to apply for a refund Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee's and the Certificate Paying Agent's reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agent. Upon request from the Certificate Paying Agent, the Issuer will provide such additional information that it may have to assist the Certificate Paying Agent in making any withholdings or informational reports. (d) Each Holder of a Certificate that is organized under the laws of a jurisdiction outside the United States acknowledges and agrees that the Certificate Paying Agent shall have the right to deduct and withhold any required U.S. withholding tax, including any withholding tax pursuant to FATCA, on any amounts payable with respect to the Eligible Lender Trustee Certificates (without any corresponding gross-up or other indemnification), if any such Holder either is subject to withholding under FATCA, fails to comply with the documentation requirements in Section 11.2(c), or otherwise fails to establish a complete exemption form such withholding tax to the reasonable satisfaction of the Certificate Paying Agent. Nothing within this paragraph shall reasonably cooperate with be interpreted in such Certificateholder in making such claim so long a manner as such Certificateholder agrees to reimburse the Eligible Lender Trustee for any out-of-pocket expenses incurredcontradict Section 3.4(i) of this Agreement.

Application of Trust Funds. (a) On each Distribution Date, the Eligible Lender The Owner Trustee shall distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) hereby directs the Certificate Balance Distribution Amount for Paying Agent to distribute on each Payment Date to the Holders of the Trust Certificates amounts on deposit in the Certificate Account with respect to such Distribution Date, if any, Payment Date in accordance with Section 5.08 of the Sale and Servicing Agreement and the Certificate Paying Agent hereby acknowledges such direction. All distributions of amounts due on a pro rata basis according to amounts payable or in respect of the Certificate BalanceTrust Certificates shall be made to the Certificateholders pro rata, and (iii) based upon their Percentage Interests in the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution DateTrust Certificates. (b) On each Distribution DateAll payments to be made under this Agreement by the Certificate Paying Agent shall be made only from the income and proceeds, including Net Proceeds from the Notes, of the Trust Estate and only to the extent that the Certificate Paying Agent has received such income or proceeds. The Bank shall not be liable to the Certificateholders, the Eligible Lender Indenture Trustee shall send or the Administrator for any amounts payable pursuant to each Certificateholder the statement provided this Section 4.02 except to the Eligible Lender Trustee by extent that non-payment is due to the Administrator pursuant Owner Trustee’s acts or omissions amounting to Section 2.9 of the Administration Agreement on such Distribution Datewillful misconduct or gross negligence. (c) In the event that any withholding tax is imposed on the Trust's payment distributions (or allocations of income) to a Certificateholderthe Certificateholders, such tax shall reduce the amount otherwise distributable to the Certificateholder Certificateholders in accordance with this SectionSection 4.02. The Eligible Lender Certificate Paying Agent, if instructed by the Master Servicer, the Indenture Trustee or Owner Trustee, is hereby authorized and directed to retain or cause to be retained from amounts otherwise distributable to the Certificateholders sufficient funds (as determined by the Master Servicer, the Indenture Trustee or Owner Trustee) for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be Certificate Paying Agent and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known to be a non-U.S. PersonsCertificateholder), within the meaning of the Code, unless it is otherwise determined Certificate Paying Agent may in the opinion of counselits own discretion withhold such amounts in accordance with this paragraph (c). In the event that a the Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee shall reasonably cooperate with such Certificateholder in making such a claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee for any out-of-pocket expenses incurred. (d) Distributions to Certificateholders shall be subordinated to the creditors of the Trust, including, without limitation, the Noteholders and the Owner Trustee.

Application of Trust Funds. (a) On each Distribution Payment Date, the Eligible Lender Trustee Paying Agent shall distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to all amounts payable deposited in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according Account pursuant to amounts payable in respect Section 5.05 of the Sale and Servicing Agreement with respect to such Payment Date based upon each Certificateholder’s Certificate Balance, Percentage Interest. 20 (2018-B Amended and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution Date.Restated Trust Agreement) (b) On each Distribution Payment Date, the Eligible Lender Trustee Paying Agent shall send to each Certificateholder the statement or statements provided to the Eligible Lender Trustee by the Administrator Servicer pursuant to Section 2.9 5.07 of the Administration Sale and Servicing Agreement on with respect to such Distribution Payment Date. (c) In the event that If any withholding tax is imposed on the Trust's ’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.2; provided that the Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor or a U.S. Affiliate of the Depositor is the sole Certificateholder. The Eligible Lender Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made to persons that are not known to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined in the opinion of counsel. In the event that a Certificateholder wishes to apply for a refund of any such withholding taxdistribution, the Eligible Lender Owner Trustee shall reasonably cooperate or the Paying Agent may in its sole discretion withhold such amounts in accordance with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Trustee for any out-of-pocket expenses incurredthis Section 5.2(c).

Application of Trust Funds. (a) On each Distribution Payment Date, the Eligible Lender Owner Trustee or Indenture Trustee, on behalf of the Owner Trustee, shall direct the Paying Agent to distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date Servicer and the Residual Interestholders from amounts on a pro rata basis according to amounts payable deposit in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable Account the distributions as provided in respect Section 5.02(b) of the Certificate Balance, Sale and (iii) the Certificate Return Carryover for Servicing Agreement with respect to such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution Payment Date. (b) On each Distribution Payment Date, the Eligible Lender Owner Trustee shall cause the Paying Agent to send to each Certificateholder Residual Interestholder the statement provided to the Eligible Lender Owner Trustee by the Administrator Servicer pursuant to Section 2.9 6.01 of the Administration Sale and Servicing Agreement on with respect to such Distribution Payment Date. (c) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Certificateholderan Owner, such tax shall reduce the amount otherwise distributable to the Certificateholder Owner in accordance with this Section. The Eligible Lender Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Owners sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder an Owner shall be treated as cash distributed to such Certificateholder Owner at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender In the event of any claimed overwithholding, Owners shall have no claim for recovery against the Trust or other Owners. If the amount withheld was not withheld from actual distributions, the Trust may, at its option, (i) require the Owner to reimburse the Trust for such withholding (and each Owner agrees to reimburse the Trust promptly following such request) or (ii) reduce any subsequent distributions by the amount of such withholding. If the Owner Trustee determines that a withholding tax is payable with respect to a distribution (such as a distribution to an Owner (or any other beneficial owner of the Owner Trust) that is not a U.S. Person and that has not established an applicable exemption from withholding (such as an effective Form W-8, Form 1001 or Form 4224), the Owner Trustee shall in its sole discretion withhold or cause such amounts as it determines are required to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code accordance with respect to all distributions made to persons that are not known to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined in the opinion of counselthis paragraph (c). In the event that a Certificateholder an Owner wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee shall reasonably cooperate with such Certificateholder owner in making such claim so long as such Certificateholder Owner agrees to reimburse the Eligible Lender Owner Trustee for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Payment Date, upon receipt from the Eligible Lender Servicer of an Investor Report pursuant to Section 3.10 of the Sale and Servicing Agreement, the Owner Trustee shall shall, directly or through a Paying Agent, distribute or cause to Certificateholders (i) be distributed, to the Certificateholders' Return Distribution Amount for , in proportion to each Certificateholder’s Certificate Percentage Interest, available amounts deposited in the Collection Account on such Distribution Payment Date on a pro rata basis according pursuant to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect Section 4.04 of the Certificate Balance, Sale and (iii) Servicing Agreement and payable to the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee Certificateholders pursuant to Sections 2.7 and 2.8 Section 2.08 of the Administration Agreement on such Distribution DateIndenture. (b) On each Distribution DateSo long as the Depositor or its Affiliate is the sole Certificateholder, on or following the Payment Date on which the Note Balance has been reduced to zero and the Indenture has been discharged, the Eligible Lender Depositor may direct the Owner Trustee in writing to distribute, and upon receipt of such direction the Owner Trustee shall send distribute to each Certificateholder or upon the statement provided to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 order of the Administration Agreement on such Distribution DateDepositor in accordance with Section 9.01(c), the remaining assets of the Issuer. (c) On each Payment Date, the Owner Trustee shall, directly or through a Paying Agent, send or make available electronically to each Certificateholder of record the related Investor Report provided to the Owner Trustee by the Servicer pursuant to Section 3.10 of the Sale and Servicing Agreement. (d) In the event that any withholding tax is imposed on the Trust's Issuer’s payment (or or, if the Issuer is treated as a partnership for United States federal income tax purposes, allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the such Certificateholder in accordance with this Section. The Eligible Lender Owner Trustee is and each Paying Agent are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Eligible Lender Owner Trustee or any Paying Agent from contesting any such tax in appropriate proceedings, Proceedings and withholding payment of such tax, if permitted by lawApplicable Law, pending the outcome of such proceedingsProceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amounts). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be remitted Issuer for remittance to the appropriate taxing authority. The Eligible Lender If the Owner Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code a Paying Agent determines that there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known to be a non-U.S. PersonsCertificateholder), within the meaning of the CodeOwner Trustee or any Paying Agent may, unless it is otherwise determined in the opinion of counselits sole discretion, withhold such amounts in accordance with this Section. In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable.

Application of Trust Funds. (a) On each Distribution Date, upon receipt of written instructions from the Eligible Lender Servicer pursuant to Section 4.6 of the Sale and Servicing Agreement, the Owner Trustee shall, or, if the Owner Trustee is not the Paying Agent, shall direct the Paying Agent to, distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for , in proportion to each Certificateholder’s Certificate Percentage Interest, amounts deposited in the Certificate Payment Account on such Distribution Date on a pro rata basis according pursuant to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect Section 4.6 of the Certificate Balance, Sale and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 Servicing Agreement and Section 2.8 of the Administration Agreement on Indenture with respect to such Distribution Date. (b) On each Distribution Date, the Eligible Lender Owner Trustee shall, or, if the Owner Trustee is not the Paying Agent, the Owner Trustee shall direct the Paying Agent to, send to each Certificateholder the statement provided to the Eligible Lender Owner Trustee by the Administrator Servicer pursuant to Section 2.9 4.9 of the Administration Sale and Servicing Agreement on with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust's any Trust payment (or allocations any allocation of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.2. The Eligible Lender Owner Trustee is and each Paying Agent are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known to be a non-U.S. PersonsCertificateholder), within the meaning of the Code, unless it is otherwise determined Owner Trustee may withhold such amounts in the opinion of counselaccordance with this Section 5.2. In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Payment Date, the Eligible Lender Trustee Trust Paying Agent shall distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date , on a pro rata the basis according to of their respective Percentage Interests, all amounts payable then on deposit in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of the Certificate Balance, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution DateAccount. (b) On each Distribution Payment Date, the Eligible Lender Trustee Trust Paying Agent shall send to each Certificateholder Certificateholders the statement provided to the Eligible Lender Owner Trustee by the Administrator Indenture Trustee pursuant to Section 2.9 2.08(d) of the Administration Agreement on Indenture with respect to such Distribution Payment Date. If the Trust Paying Agent is an entity other than the Indenture Trustee, the Owner Trustee shall provide a copy of such statement to the Trust Paying Agent to enable it to perform its duties under this Section 5.2(b). (c) In the event that any withholding tax is imposed under federal, state, or local tax on the Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the such Certificateholder in accordance with this Section. The Eligible Lender Trustee Owner Trustee, and the Trust Paying Agent on its behalf, is hereby authorized and directed to retain in the Certificate Distribution Account from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate Registrar will provide the Trust Paying Agent with a statement indicating the amount of any such withholding tax. The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld authority from the Certificate Distribution Account at the maximum applicable rate provided in section 1441, 1442 or 1446 direction of the Code Owner Trustee or the Trust Paying Agent on its behalf. If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known to be a Certificateholder who is a Non-U.S. PersonsPerson), within the meaning of the Code, unless it is otherwise determined Trust Paying Agent may in the opinion of counselits sole discretion withhold such amounts in accordance with this paragraph (c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee and the Trust Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee for any out-of-pocket expenses incurred. (d) Notwithstanding anything to the contrary herein, at any time after the Indenture is no longer in effect but while this Agreement remains in effect, the Bond Administrator shall be entitled to a fee on each Payment Date equal to the Indenture Trustee Fee that would have been payable to the Indenture Trustee on such Payment Date if the Indenture were still in effect. Such fee shall be distributed to the Bond Administrator from funds in the Certificate Distribution Account prior to distribution of any such funds to Certificateholders. Also, in such event, the Servicer shall provide the same information to the Bond Administrator that it would have provided to the Indenture Trustee pursuant to the Servicing Agreement, as well as any other information concerning the Mortgage Loans as may be reasonably requested by the Bond Administrator to enable the Bond Administrator to perform its obligations hereunder. On each such Payment Date, the Trust Paying Agent shall mail to each Certificateholder a statement detailing the amount remitted to the Trust Paying Agent by the Servicer on the related Deposit Date and setting forth the amount of the Monthly Servicing Fee and fees paid to the Bond Administrator with respect to such Payment Date, and the aggregate amount distributed to Certificateholders on such Payment Date.

Application of Trust Funds. (a) On each Distribution Quarterly Payment Date, the Eligible Lender Trustee shall will distribute or cause the Certificate Paying Agent to distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to basis, amounts payable in respect of the Certificate Balance, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee for distribution to the Certificateholders pursuant to Sections 2.7 2(d) and 2.8 2(e) of the Administration Agreement on such Distribution Quarterly Payment Date. (b) On each Distribution Quarterly Payment Date, the Eligible Lender Trustee shall send to each Certificateholder the statement provided to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 2(g) of the Administration Agreement on such Distribution Quarterly Payment Date. (c) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Eligible Lender Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but and such authorization shall not prevent the Eligible Lender Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be remitted to the appropriate taxing authority. The If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Eligible Lender Trustee in its sole discretion may (but unless otherwise required by law shall not be obligated to) withhold or cause to be withheld at the maximum applicable rate provided such amounts in section 1441, 1442 or 1446 of the Code accordance with respect to all distributions made to persons that are not known to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined in the opinion of counselthis Section 5.01(c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Trustee for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution DateDistributions on the Certificates shall be made by the Paying Agent in accordance with the provisions of the Indenture. Subject to the lien of the Indenture, the Eligible Lender Trustee Paying Agent shall promptly distribute to Certificateholders the Certificateholder all other amounts (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable ) received by the Trust or the Paying Agent in respect of the Certificate BalanceTrust Estate. After the Indenture has been discharged with respect to the Collateral, and the Paying Agent shall distribute the amounts received (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable ) by the Trust and the Paying Agent in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 Trust Estate at the direction of the Administration Agreement on such Distribution DateCertificateholder. (b) On each Distribution DateThe Certificateholders of 100% Percentage Interest of the Certificates will have the right, but not the Eligible Lender obligation, in their sole discretion, to instruct the Indenture Trustee shall send in writing to each Certificateholder retain in the statement provided Trust Collection Account all or a portion of distributions otherwise payable to the Eligible Lender Trustee by the Administrator them pursuant to Section 2.9 8.4(a), or Section 8.4(c) of the Administration Agreement Indenture. If the Certificateholders make this election, these amounts will be treated as collections during the then-current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on such Distribution Datea subsequent Payment Date pursuant to Section 8.4 of the Indenture). (c) In On each Payment Date, the event Paying Agent shall send by first class mail or other reasonable means (including, but not limited to, posting on the Paying Agent's website at [ ]) the Servicer Certificate prepared by the Servicer pursuant to Section 8.3 of the Indenture to each Person that was a Certificateholder as of the close of business on the related Record Date. Certificate Owners may obtain copies of such reports upon a request in writing to the Paying Agent at the Corporate Trust Office of the Indenture Trustee. (d) If any withholding tax is imposed on distributions of the Trust's payment Trust Estate (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.01. The Eligible Lender Trustee Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders each Certificateholder sufficient funds for the payment of any withholding tax that is legally owed by the Trust in respect of any distribution (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known to be a non-U.S. PersonsCertificateholder), within the meaning of the Code, unless it is otherwise determined Paying Agent may in the opinion of counselits sole discretion withhold such amounts in accordance with this Section 5.01(d). In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee and the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Trust, the Owner Trustee and the Paying Agent for any out-of-pocket expenses incurred. The Depositor, as initial Certificateholder, agrees to provide to the Paying Agent (and from time to time thereafter, so long as it is a Certificateholder, upon the reasonable request of the Paying Agent), executed originals of Internal Revenue Service Form W-9 certifying that the Depositor is exempt from U.S. federal backup withholding tax.

Application of Trust Funds. (a) On each Distribution Payment Date, the Eligible Lender Owner Trustee or Indenture Trustee, on behalf of the Owner Trustee, shall direct the Paying Agent to distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date Servicer and the Residual Interestholders from amounts on a pro rata basis according to amounts payable deposit in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable Account the distributions as provided in respect Section 5.02(b) of the Certificate Balance, Sale and (iii) the Certificate Return Carryover for Servicing Agreement with respect to such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution Payment Date. (b) On each Distribution Payment Date, the Eligible Lender Owner Trustee shall cause the Paying Agent to send to DTC and each Certificateholder Residual Interestholder the statement provided to the Eligible Lender Owner Trustee by the Administrator Servicer pursuant to Section 2.9 6.01 of the Administration Sale and Servicing Agreement on with respect to such Distribution Payment Date. (c) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Certificateholderan Owner, such tax shall reduce the amount otherwise distributable to the Certificateholder Owner in accordance with this Section. The Eligible Lender Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Owners sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder an Owner shall be treated as cash distributed to such Certificateholder Owner at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender In the event of any claimed overwithholding, Owners shall have no claim for recovery against the Trust or other Owners. If the amount withheld was not withheld from actual distributions, the Trust may, at its option, (i) require the Owner to reimburse the Trust for such withholding (and each Owner agrees to reimburse the Trust promptly following such request) or (ii) reduce any subsequent distributions by the amount of such withholding. If the Owner Trustee determines that a withholding tax is payable with respect to a distribution (such as a distribution to an Owner (or any other beneficial owner of the Owner Trust) that is not a U.S. Person and that has not established an applicable exemption from withholding (such as an effective Form W-8, Form 1001 or Form 4224), the Owner Trustee shall in its sole discretion withhold or cause such amounts as it determines are required to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code accordance with respect to all distributions made to persons that are not known to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined in the opinion of counselthis paragraph (c). In the event that a Certificateholder an Owner wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee shall reasonably cooperate with such Certificateholder owner in making such claim so long as such Certificateholder Owner agrees to reimburse the Eligible Lender Owner Trustee for any out-out- of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Date, upon receipt from the Eligible Lender Master Servicer of a distribution statement pursuant to Section 4.11(a) of the Sale and Servicing Agreement, the Owner Trustee shall (if at any time it is the Paying Agent) or shall direct the Paying Agent to distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for , in proportion to each Certificateholder's Certificate Percentage Interest, amounts deposited in the Certificate Payment Account on such Distribution Date on a pro rata basis according pursuant to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect Section 4.06 of the Certificate Balance, Sale and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 Servicing Agreement and 2.8 Section 2.08 of the Administration Agreement on such Distribution DateIndenture. (b) On each Distribution Date, the Eligible Lender Owner Trustee shall (if at any time it is the Paying Agent), or shall direct the Paying Agent to, send to each Certificateholder the statement or statements provided to the Eligible Lender Owner Trustee by the Administrator Master Servicer pursuant to Section 2.9 4.11 of the Administration Sale and Servicing Agreement on with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the TrustIssuer's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the such Certificateholder in accordance with this Section. The Eligible Lender Owner Trustee is and each Paying Agent are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Eligible Lender Owner Trustee or any Paying Agent from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amounts). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be Issuer and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are a non-U.S. Certificateholder), the Owner Trustee or any Paying Agent may, but shall not known to be U.S. Personsobligated to, within the meaning of the Code, unless it is otherwise determined withhold such amounts in the opinion of counselaccordance with this Section. In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable.

Application of Trust Funds. (a) The Certificate Paying Agent shall deposit, or cause to be deposited, in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution DateAccount pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Eligible Lender Trustee Certificate Paying Agent shall distribute or cause to Certificateholders (i) be distributed, to the Certificateholders' Return Distribution Amount for such Distribution Date , ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on a pro rata basis according to amounts payable deposit in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of the Certificate Balance, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution DateAccount. (b) On each Distribution Payment Date, the Eligible Lender Trustee Certificate Paying Agent shall send make available on its website at [ ] to each Certificateholder or record the statement Servicer’s Monthly Certificate provided to the Eligible Lender Trustee Certificate Paying Agent by the Administrator Servicer pursuant to Section 2.9 4.09 of the Administration Agreement on such Distribution DateSale and Servicing Agreement. (c) In the event that any withholding tax is imposed on the Trust's Issuer’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the such Certificateholder in accordance with this Section. The Eligible Lender Owner Trustee is and Certificate Paying Agent are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Eligible Lender Owner Trustee or the Certificate Paying Agent from contesting any such tax in appropriate proceedings, Proceedings and withholding payment of such tax, if permitted by lawApplicable Law, pending the outcome of such proceedingsProceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amounts). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be remitted Issuer for remittance to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are a. Certificateholder who is not known to be U.S. Personsa United States Person), within the meaning of Owner Trustee or the Code, unless it is otherwise determined Certificate Paying Agent may in the opinion of counselits sole discretion withhold such amounts in accordance with this Section. In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon, any documents, forms or information provided by any such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Certificateholder agrees by its acceptance of a Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) On each Distribution DateDistributions on the Certificates shall be made on behalf of the Trust in accordance with the provisions of the Indenture and the Sale and Servicing Agreement. Subject to the lien of the Indenture, the Eligible Lender Owner Trustee shall promptly distribute to the Certificateholders all other amounts (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, ) received by the Owner Trustee on a pro rata basis according to amounts payable behalf of the Issuer in respect of the Certificate BalanceTrust Estate. After the termination of the Indenture in accordance with its terms, and the Owner Trustee shall distribute all amounts received (iii) the Certificate Return Carryover for such Distribution Date, if any, ) by the Owner Trustee on a pro rata basis according to amounts payable behalf of the Trust in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 Trust Estate at the direction of the Administration Agreement on such Distribution Date. (b) On each Distribution Date, the Eligible Lender Trustee shall send to each Certificateholder the statement provided to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 of the Administration Agreement on such Distribution Date. (c) In the event that Certificateholders. If any withholding tax is imposed on the Trust's Issuer’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.1; provided that the Owner Trustee shall not have an obligation to withhold any such amount if and for so long as the Seller is the sole Certificateholder. The Eligible Lender Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be Issuer and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known to be a non-U.S. PersonsCertificateholder), within the meaning of the Code, unless it is otherwise determined Owner Trustee may in the opinion of counselits sole discretion withhold such amounts in accordance with this Section 5.1. In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Date, the Eligible Lender Trustee The Certificate Paying Agent shall distribute to Certificateholders (ithe Certificateholder any amounts received by the Issuer pursuant to Section 5.03(d) of the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts Indenture payable in respect of the Certificate Balancein accordance with Section 9.01(c). For the avoidance of doubt, no distributions will be made with respect to the Certificate until payment (or provision for payment) of (i) all amounts payable by the Trust with respect to the Notes under the Indenture, (ii) all amounts payable by the Trust to ▇▇▇▇▇▇▇ Mac under the Collateral Administration Agreement (including any contingent amounts that may become due and payable after any date of determination) and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to all amounts payable by the Trust under the other Basic Documents has been made in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution Datefull or discharged. (b) On each Distribution Date, the Eligible Lender Trustee shall send to each Certificateholder the statement provided to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 of the Administration Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust's ’s payment (or allocations of income) to a the Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionCertificateholder. The Eligible Lender Trustee Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Certificateholder sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Trustee Trust from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a the Certificateholder shall be treated as cash distributed to such the Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause If the amount withheld was not withheld from actual distributions, the Trust may, at its option, require the Certificateholder to be withheld at reimburse the maximum applicable rate provided in section 1441, 1442 or 1446 of Trust for such withholding (and the Code Certificateholder agrees to reimburse the Trust promptly following such request). If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known a Non-U.S. Person), the Trust may in its sole discretion direct the Certificate Paying Agent to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined withhold such amounts in the opinion of counselaccordance with this paragraph (b). In the event that a the Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Trustee Trust shall reasonably cooperate with such the Certificateholder in making such claim so long as such the Certificateholder agrees to reimburse the Eligible Lender Certificate Paying Agent or the Owner Trustee for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Date, No later than the Eligible Lender Trustee shall distribute to Certificateholders (i) close of business on the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of the Certificate Balance, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from day it receives funds distributed by the Indenture Trustee pursuant to Sections 2.7 5.5, 5.6 and 2.8 5.10 of the Administration Agreement Transfer and Servicing Agreement, the Certificate Paying Agent will distribute such amounts to Trust Certificateholders on a pro rata basis, based upon the portion of the Certificate Balance held by such Certificateholder; provided, however, that if the Eligible Lender Trustee receives funds for distribution to Certificateholders after 11:00 a.m. on any day it shall use all reasonable efforts to distribute such funds to the applicable Certificateholders on such Distribution Dateday but shall not be liable for any damages if such funds are distributed on the following Business Day. Notwithstanding the foregoing, all amounts received by the Eligible Lender Trustee from the Indenture Trustee representing amounts in the Reserve Account in excess of the Specified Reserve Account Balance shall be distributed to the Depositor (but such distributions shall not reduce the principal amount of the Trust Certificates held by the Depositor) and no other Certificateholder shall be entitled to have a claim for such amounts. (b) On each Distribution DateNo later than the Business Day following its receipt thereof, the Eligible Lender Trustee shall send to each Trust Certificateholder (but so long as the Depositor is a Certificateholder, no such statement need be sent to the Depositor) the statement provided to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 5.7 of the Administration Transfer and Servicing Agreement on relating to such Certificate Distribution Date. (c) In the event that If any withholding tax is imposed on the Trust's payment payments (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Eligible Lender Trustee is hereby authorized to and directed shall, upon receipt of written instructions of the Administrator identifying the appropriate amount, to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be remitted to the appropriate taxing authority. The If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Eligible Lender Trustee in its sole discretion may (but unless otherwise required by law shall not be obligated to) withhold or cause to be withheld at the maximum applicable rate provided such amounts in section 1441, 1442 or 1446 of the Code accordance with respect to all distributions made to persons that are not known to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined in the opinion of counselthis paragraph (c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Trustee and the Administrator shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Trustee and the Administrator for any reasonable out-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Payment Date, the Eligible Lender Trustee Trust Paying Agent shall distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date , pro rata, from amounts on a pro rata basis according to amounts payable deposit in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable Account the distributions as provided in respect Section 3.2 of the Certificate Balance, Sale and (iii) the Certificate Return Carryover for Servicing Agreement with respect to such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution Payment Date. (b) On each Distribution Date, the Eligible Lender Trustee shall send to each Certificateholder the statement provided to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 of the Administration Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Eligible Lender Trustee Trust Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Trustee Trust Paying Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder Holder at the time it is withheld by the Trust to be Paying Agent and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known to be a non-U.S. PersonsHolder), within the meaning of the Code, unless it is otherwise determined Trust Paying Agent may in the opinion of counselits sole discretion withhold such amounts in accordance with this paragraph (b). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Trustee Trust Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Trustee Trust Paying Agent for any out-of-pocket expenses incurred. (c) Distributions to Certificateholders shall be subordinated to the creditors of the Trust, including the Owners of the Notes.

Application of Trust Funds. (a) On each Distribution Date, the Eligible Lender The Owner Trustee shall distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) hereby directs the Certificate Balance Paying Agent to distribute on each Payment Date to the Holders amounts on deposit in the Certificate Distribution Amount for Account and the Certificate Paying Agent hereby acknowledges such Distribution Date, if any, direction. All distributions of amounts due on a pro rata basis according to amounts payable or in respect of the Certificate BalanceOwnership Certificates shall be made to the Certificateholders, and (iii) pro rata, based upon their Percentage Interests in the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution DateOwnership Certificates. (b) On each Distribution DateAll payments to be made under this Agreement by the Certificate Paying Agent shall be made only from the income and proceeds of the Trust Estate and only to the extent that the Certificate Paying Agent has received such income or proceeds. The Certificate Paying Agent shall not be liable to any Holder, the Eligible Lender Indenture Trustee shall send or the Owner Trustee for any amounts payable pursuant to each Certificateholder the statement provided this Section 4.02 except to the Eligible Lender Trustee by extent that non-payment is due to the Administrator pursuant Certificate Paying Agent's acts or omissions amounting to Section 2.9 of the Administration Agreement on such Distribution Datewillful misconduct or gross negligence. (c) In the event that any withholding tax is imposed on the Trust's payment distributions (or allocations of income) to a Certificateholderthe Certificateholders, such tax shall reduce the amount otherwise distributable to the Certificateholder Certificateholders in accordance with this SectionSection 4.02. The Eligible Lender Trustee Certificate Paying Agent, if instructed by the Securities Administrator, is hereby authorized and directed to retain or cause to be retained from amounts otherwise distributable to the Certificateholders sufficient funds (as determined by the Securities Administrator) for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be Certificate Paying Agent and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known to be a non-U.S. PersonsCertificateholder), within the meaning of the Code, unless it is otherwise determined Certificate Paying Agent may in the opinion of counselits own discretion withhold such amounts in accordance with this paragraph (c). In the event that a the Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee shall reasonably cooperate with such Certificateholder in making such a claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee for any out-of-pocket expenses incurred. (d) Distributions to the Holders shall be subordinated to the creditors of the Trust, including, without limitation, the Noteholders and the Owner Trustee.

Application of Trust Funds. (a) On each Monthly Distribution Date, based upon the Servicer’s Accounting for such Monthly Distribution Date, the Eligible Lender Owner Trustee (or the Paying Agent on its behalf) shall distribute to the Certificateholders (i) of each class of Certificates the Certificateholders' Return amounts deposited in the Certificate Distribution Amount for Account with respect to such class of Certificates pursuant to Section 4.5 of the Trust Sale and Servicing Agreement with respect to such Monthly Distribution Date on a pro rata basis according to amounts payable in respect the Certificates of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of the Certificate Balance, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution Dateclass. (b) On each Monthly Distribution Date, the Eligible Lender Owner Trustee (or the Paying Agent on its behalf) shall send include with each distribution to each Certificateholder the statement provided to the Eligible Lender Owner Trustee (or the Paying Agent on its behalf) by the Administrator Servicer pursuant to Section 2.9 4.8 of the Administration Trust Sale and Servicing Agreement on for such class of Certificates in respect of such Monthly Distribution DateDate setting forth, among other things, the amount of the distribution allocable to Certificate Balance and to interest, the Certificate Balance after giving effect to such distribution, and the Monthly Servicing Fee with respect to the Monthly Distribution Date or the related Collection Period, as applicable, each since the last statement so provided to such Certificateholders; provided that no such statement shall be required to be sent by the Owner Trustee so long as the Depositor is the sole Certificateholder. (c) In the event that If any withholding tax is imposed on the Trust's payment ’s distribution (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.2; provided that the Owner Trustee (or the Paying Agent on its behalf) shall not have an obligation to withhold any such amount so long as the Depositor is the sole Certificateholder. The Eligible Lender Owner Trustee (or the Paying Agent on its behalf) is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known to be a non-U.S. PersonsCertificateholder), within the meaning of Owner Trustee (or the Code, unless it is otherwise determined Paying Agent on its behalf) may in the opinion of counselits sole discretion withhold such amounts in accordance with this subsection 5.2(c). In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.

Application of Trust Funds. (a) On each Distribution Date, the Eligible Lender Trustee shall Certificate Paying Agent will distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect holder of the Certificate BalanceTrust Certificate, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 5.05 of the Administration Agreement Sale and Servicing Agreement, or Sections 5.04(b) or 5.04(c) of the Indenture, as applicable, on such Distribution Date. (b) On each Distribution Date, the Eligible Lender Trustee Certificate Paying Agent shall send to each Certificateholder the holder of the Trust Certificate a copy of the statement sent to the Noteholders and provided to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 5.07 of the Administration Sale and Servicing Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust's ’s payment (or allocations of income) to a Certificateholderholder of the Trust Certificate, such tax shall reduce the amount otherwise distributable to the Certificateholder such holder in accordance with this Section. The Eligible Lender Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders holder of the Trust Certificate sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder holder of the Trust Certificate shall be treated as cash distributed to such Certificateholder holder of the Trust Certificate at the time it is withheld by the Trust to be remitted to the appropriate taxing authority. The If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. holder of the Trust Certificate), the Eligible Lender Trustee in its sole discretion may (but unless otherwise required by law shall be obligated to) withhold or cause to be withheld at the maximum applicable rate provided such amounts in section 1441, 1442 or 1446 of the Code accordance with respect to all distributions made to persons that are not known to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined in the opinion of counselthis paragraph (c). In the event that a Certificateholder holder of the Trust Certificate wishes to apply for a refund of any such withholding tax, the Eligible Lender Trustee shall reasonably cooperate with such Certificateholder holder in making such claim so long as such Certificateholder holder of the Trust Certificate agrees to reimburse the Eligible Lender Trustee for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution DatePayment Date and at and in accordance with the instruction of the Servicer, the Eligible Lender Trustee Paying Agent shall distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a , pro rata basis according to based on their respective Percentage Interests, the amounts payable deposited in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of the Certificate Balance, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as Account received from the Indenture Trustee pursuant to Sections 2.7 the Indenture or the Sale and 2.8 of the Administration Agreement on such Distribution DateServicing Agreement. (b) On each Distribution Payment Date, the Eligible Lender Trustee or the Paying Agent shall, or shall send cause the Servicer to, make available to each Certificateholder via its website at h▇▇▇▇://▇▇▇▇▇.▇▇▇▇▇▇.▇▇▇ the statement or statements provided to the Eligible Lender Trustee by the Administrator Servicer pursuant to Section 2.9 of the Administration Indenture and the Sale and Servicing Agreement on with respect to such Distribution Payment Date. (c) In the event that any withholding tax is imposed on the Trust's ’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.02. The Eligible Lender Trustee Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Owner Trustee or the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by lawApplicable Law, pending the outcome of such proceedings); provided that the Trustee or the Paying Agent shall not be responsible for determining whether any such tax is owed and may rely for such purposes on the written direction of the Trust Depositor or Servicer. The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made to persons that are not known to be U.S. Personsa distribution, within the meaning of Trustee or the Code, unless it is otherwise determined Paying Agent may in the opinion of counselits sole discretion withhold such amounts in accordance with this Section 5.02(c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee, the Trustee or the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee and the Trustee, in its capacity as paying agent, for any out-of-pocket expenses incurred. The Certificateholders shall supply the Owner Trustee, the Trustee and any paying agent with Internal Revenue Service forms, with appropriate supporting documentation, and such other certificates, information or forms that the Owner Trustee, the Trustee or any paying agent may request from time to time in connection with any withholding tax or the application for a refund thereof.

Application of Trust Funds. (a) On each Distribution DatePayment Date and at and in accordance with the instruction of the Servicer, the Eligible Lender Trustee shall distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a , pro rata basis according to based on their respective Percentage Interests, the amounts payable deposited in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of the Certificate Balance, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as Account received from the Indenture Trustee pursuant to Sections 2.7 the Indenture or the Sale and 2.8 of the Administration Agreement on such Distribution DateServicing Agreement. (b) On each Distribution Payment Date, the Eligible Lender Trustee shall, or shall send cause the Servicer to, make available to each Certificateholder via its website at w▇▇.▇▇▇▇▇▇.▇▇▇/▇▇▇ the statement or statements provided to the Eligible Lender Trustee by the Administrator Servicer pursuant to Section 2.9 of the Administration Indenture and the Sale and Servicing Agreement on with respect to such Distribution Payment Date. (c) In the event that any withholding tax is imposed on the Trust's ’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.02. The Eligible Lender Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Owner Trustee or the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by lawApplicable Law, pending the outcome of such proceedings); provided that the Trustee shall not be responsible for determining whether any such tax is owed and may rely for such purposes on the written direction of the Trust Depositor or Servicer. The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known to be a non-U.S. PersonsCertificateholder), within the meaning of the Code, unless it is otherwise determined Trustee may in the opinion of counselits sole discretion withhold such amounts in accordance with this Section 5.02(c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee or the Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee and the Trustee, in its capacity as paying agent, for any out-of-pocket expenses incurred. The Certificateholders shall supply the Owner Trustee, the Trustee and any paying agent with Internal Revenue Service forms, with appropriate supporting documentation, and such other certificates, information or forms that the Owner Trustee, the Trustee or any paying agent may request from time to time in connection with any withholding tax or the application for a refund thereof.

Application of Trust Funds. (a) On each date that the Delaware Trustee, on behalf of the Issuer, receives any funds from the Surplus Fund (a "Distribution Date"), the Eligible Lender Delaware Trustee shall distribute such amounts to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date Certificateholder on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according based upon their Percentage Interests. All such funds to amounts payable be distributed to the Delaware Trustee shall be wired in respect of the Certificate Balance, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according accordance with wiring instructions provided to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of by the Administration Agreement on such Distribution DateDelaware Trustee. (b) On each Distribution Date, the Eligible Lender Trustee shall send to each Certificateholder the statement provided to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 of the Administration Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Eligible Lender Delaware Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the such Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Delaware Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are a non-U.S. Certificateholder), the Delaware Trustee in its sole discretion may (but unless otherwise required by law shall not known to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined obligated to) withhold such amounts in the opinion of counselaccordance with this paragraph (c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Delaware Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Delaware Trustee for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Date, upon receipt from the Eligible Lender Master Servicer of a distribution statement pursuant to Section 4.09(a) of the Sale and Servicing Agreement, the Owner Trustee shall (if at any time it is the Paying Agent) or shall direct the Paying Agent to distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for , in proportion to each Certificateholder's Certificate Percentage Interest, amounts deposited in the Certificate Payment Account on such Distribution Date on a pro rata basis according pursuant to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect Section 4.06 of the Certificate Balance, Sale and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 Servicing Agreement and 2.8 Section 2.08 of the Administration Agreement on such Distribution DateIndenture. (b) On each Distribution Date, the Eligible Lender Owner Trustee shall (if at any time it is the Paying Agent), or shall direct the Paying Agent to, send to each Certificateholder the statement or statements provided to the Eligible Lender Owner Trustee by the Administrator Master Servicer pursuant to Section 2.9 4.09 of the Administration Sale and Servicing Agreement on with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the TrustIssuer's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the such Certificateholder in accordance with this Section. The Eligible Lender Owner Trustee is and each Paying Agent are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Eligible Lender Owner Trustee or any Paying Agent from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amounts). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be Issuer and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are a non-U.S. Certificateholder), the Owner Trustee or any Paying Agent may, but shall not known to be U.S. Personsobligated to, within the meaning of the Code, unless it is otherwise determined withhold such amounts in the opinion of counselaccordance with this Section. In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable.

Application of Trust Funds. (a) On each date that the Delaware Trustee, on behalf of the Trust, receives any funds from the Collection Fund (a "Distribution Date"), the Eligible Lender Delaware Trustee shall distribute such amounts to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date Certificateholder on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according based upon their Percentage Interests. All such funds to amounts payable be distributed to the Delaware Trustee shall be wired in respect of the Certificate Balance, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according accordance with wiring instructions provided to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of by the Administration Agreement on such Distribution DateDelaware Trustee. (b) On each Distribution Date, the Eligible Lender Trustee shall send to each Certificateholder the statement provided to the Eligible Lender Trustee by the Administrator pursuant to Section 2.9 of the Administration Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Eligible Lender Delaware Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the such Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Delaware Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are a non-U.S. Certificateholder), the Delaware Trustee in its sole discretion may (but unless otherwise required by law shall not known to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined obligated to) withhold such amounts in the opinion of counselaccordance with this paragraph (c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Delaware Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Delaware Trustee for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Payment Date, the Eligible Lender Owner Trustee or Indenture Trustee, on behalf of the Owner Trustee, shall direct the Paying Agent to distribute to Certificateholders the Residual Interestholders all amounts on deposit in the Certificate Distribution Account that are required to be distributed to the Residual Interestholders as provided in Section 5.02(b) of the Sale and Servicing Agreement with respect to such Payment Date, in the following order of priority: (i) to the Certificateholders' Return holders of the Class A Residual Interest Certificates, the Monthly Interest Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, Payment Date; (ii) to the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect holders of the Certificate BalanceClass A Residual Interest Certificates, and as a reduction of the Class A Residual Interest Calculation Amount, until the Class A Residual Interest Calculation Amount has been reduced to zero; and (iii) to the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 holders of the Administration Agreement on such Distribution DateClass B Residual Interest Certificates. (b) On each Distribution Payment Date, the Eligible Lender Trustee Paying Agent shall send to DTC and each Certificateholder Residual Interestholder the statement provided to the Eligible Lender Owner Trustee by the Administrator Servicer pursuant to Section 2.9 6.01 of the Administration Sale and Servicing Agreement on with respect to such Distribution Payment Date. (c) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Certificateholderan Owner, such tax shall reduce the amount otherwise distributable to the Certificateholder Owner in accordance with this Section. The Eligible Lender Trustee Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Owners sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Trustee Paying Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder an Owner shall be treated as cash distributed to such Certificateholder Owner at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee In the event of any claimed overwithholding, Owners shall have no claim for recovery against the Trust or other Owners. If the amount withheld was not withheld from actual distributions, the Trust may, at its option, (i) require the Owner to reimburse the Trust for such withholding (and each Owner agrees to reimburse the Trust promptly following such request) or (ii) reduce any subsequent distributions by the amount of such withholding. If there is a possibility that a withholding tax is payable with respect to a distribution (such as a distribution to an Owner (or any other beneficial owner of the Owner Trust) that is not a U.S. Person and that has not established an applicable exemption from withholding (such as an effective Form W-8, Form 1001 or Form 4224), the Paying Agent shall in its sole discretion withhold or cause such amounts as it determines are required to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code accordance with respect to all distributions made to persons that are not known to be U.S. Persons, within the meaning of the Code, unless it is otherwise determined in the opinion of counselthis paragraph (c). In the event that a Certificateholder an Owner wishes to apply for a refund of any such withholding tax, the Eligible Lender Trustee Paying Agent shall reasonably cooperate with such Certificateholder owner in making such claim so long as such Certificateholder Owner agrees to reimburse the Eligible Lender Owner Trustee for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution DateDistributions on the Certificate shall be made in accordance with the provisions of the Indenture. Subject to the lien of the Indenture, the Eligible Lender Owner Trustee shall promptly distribute to Certificateholders the Certificateholder all other amounts (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable ) received by the Trust or the Owner Trustee in respect of the Certificate BalanceTrust Estate. After the Indenture has been discharged with respect to the Collateral, and the Owner Trustee shall distribute the amounts received (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable ) by the Trust and the Owner Trustee in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 Trust Estate at the direction of the Administration Agreement on such Distribution DateCertificateholder. (b) The Certificateholders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing to retain in the Trust Collection Account all or a portion of distributions otherwise payable to them pursuant to Section 8.4(a), or Section 8.4(c) of the Indenture. If the Certificateholders make this election, these amounts will be treated as collections during the then-current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to Section 8.4 of the Indenture). (c) On each Distribution Payment Date, the Eligible Lender Trustee Paying Agent shall send to each Certificateholder copies of the statement or statements provided to the Eligible Lender Owner Trustee by the Administrator Servicer pursuant to Section 2.9 13.4 of the Administration Agreement on Exchange Note Servicing Supplement with respect to such Distribution Payment Date. (cd) In the event that If any withholding tax is imposed on distributions of the Trust's payment Trust Estate (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.01. The Eligible Lender Trustee Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders each Certificateholder sufficient funds for the payment of any withholding tax that is legally owed by the Trust in respect of any distribution (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known to be a non-U.S. PersonsCertificateholder), within the meaning of the Code, unless it is otherwise determined Paying Agent may in the opinion of counselits sole discretion withhold such amounts in accordance with this Section 5.01(d). In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee and the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Trust, the Owner Trustee and the Paying Agent for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution DateDistributions on the Certificates shall be made by the Paying Agent in accordance with the provisions of the Indenture. Subject to the lien of the Indenture, the Eligible Lender Trustee Paying Agent shall promptly distribute to Certificateholders the Certificateholder all other amounts (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable ) received by the Trust or the Paying Agent in respect of the Certificate BalanceTrust Estate. After the Indenture has been discharged with respect to the Collateral, and the Paying Agent shall distribute the amounts received (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable ) by the Trust and the Paying Agent in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 Trust Estate at the direction of the Administration Agreement on such Distribution DateCertificateholder. (b) The Certificateholders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing to retain in the Trust Collection Account all or a portion of distributions otherwise payable to them pursuant to Section 8.4(a), or Section 8.4(c) of the Indenture. If the Certificateholders make this election, these amounts will be treated as collections during the then-current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to Section 8.4 of the Indenture). (c) On each Distribution Payment Date, the Eligible Lender Trustee Paying Agent shall send to each Certificateholder copies of the statement or statements provided to the Eligible Lender Owner Trustee by the Administrator Servicer pursuant to Section 2.9 13.4 of the Administration Agreement on Exchange Note Servicing Supplement with respect to such Distribution Payment Date. (cd) In the event that If any withholding tax is imposed on distributions of the Trust's payment Trust Estate (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.01. The Eligible Lender Trustee Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders each Certificateholder sufficient funds for the payment of any withholding tax that is legally owed by the Trust in respect of any distribution (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known to be a non-U.S. PersonsCertificateholder), within the meaning of the Code, unless it is otherwise determined Paying Agent may in the opinion of counselits sole discretion withhold such amounts in accordance with this Section 5.01(d). In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee and the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Trust, the Owner Trustee and the Paying Agent for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Date and Redemption Date, the Eligible Lender Trustee shall Certificate Paying Agent will distribute (or authorize the distribution of) to Certificateholders (ithe holder of the Trust Certificate, amounts payable to the Certificateholder pursuant to Section 5.05(c) of the Certificateholders' Return Distribution Amount for Sale and Servicing Agreement, or Sections 5.04(b) or 5.04(c) of the Indenture, as applicable, on such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of the Certificate Balance, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution Redemption Date. (b) On each Distribution Date, the Eligible Lender Trustee Certificate Paying Agent shall send to each Certificateholder the holder of the Trust Certificate a copy of the statement sent to the Noteholders and provided to the Eligible Lender Owner Trustee by the Administrator pursuant to Section 2.9 5.07 of the Administration Sale and Servicing Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust's ’s payment (or allocations of income) to a Certificateholderholder of the Trust Certificate, such tax shall reduce the amount otherwise distributable to the Certificateholder such holder in accordance with this Section. The Eligible Lender Owner Trustee is and the Certificate Paying Agent are hereby authorized and directed to retain (or direct the retention) from amounts otherwise distributable to the Certificateholders holder of the Trust Certificate sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder holder of the Trust Certificate shall be treated as cash distributed to such Certificateholder holder of the Trust Certificate at the time it is withheld by the Trust to be remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known to be a non-U.S. Persons, within the meaning holder of the CodeTrust Certificate), the Owner Trustee and the Certificate Paying Agent in their sole discretion may (but unless it is otherwise determined required by law shall not be obligated to) withhold or direct the withholding of such amounts in the opinion of counselaccordance with this paragraph (c). In the event that a Certificateholder holder of the Trust Certificate wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee and the Certificate Paying Agent shall reasonably cooperate with such Certificateholder holder in making such claim so long as such Certificateholder holder of the Trust Certificate agrees to reimburse the Eligible Lender Owner Trustee and the Certificate Paying Agent for any out-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Date, the Eligible Lender Trustee Owner Trustee, or the Paying Agent appointed pursuant to Section 3.9 hereof, shall distribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis according basis, amounts deposited in the Certificate Distribution Account pursuant to amounts payable the Sale and Servicing Agreement on or prior to such Distribution Date first in respect of the Certificate Balance, interest and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable then in respect of Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution Dateprincipal. (b) On each Distribution Date, the Eligible Lender Owner Trustee shall send to each Certificateholder the statement provided to the Eligible Lender Owner Trustee by the Administrator Servicer pursuant to Section 2.9 5.08 of the Administration Sale and Servicing Agreement on such Distribution Date setting forth, among other things, the amount of the distribution allocable to principal and to interest, the Certificate Balance after giving effect to such distribution and the Servicer Payment with respect to such Distribution Date. (c) In the event that If any withholding tax is imposed on the Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.2. The Eligible Lender Trustee Owner Trustee, or the Paying Agent appointed pursuant to Section 3.9 hereof, is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at At the maximum applicable rate provided in section 1441, 1442 or 1446 direction of the Code Servicer pursuant to Section 5.4(e), if there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known a non-U.S. Certificateholder), the Owner Trustee, or the Paying Agent appointed pursuant to be U.S. PersonsSection 3.9 hereof, within the meaning of the Code, unless it is otherwise determined may in the opinion of counselits sole discretion withhold such amounts in accordance with this subsection 5.2(c). In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Trustee Owner Trustee, or the Paying Agent appointed pursuant to Section 3.9 hereof, shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuer Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Seller.

Application of Trust Funds. (a) On each Distribution Date, upon receipt of written instructions from the Eligible Lender Master Servicer pursuant to Section 4.06 of the Sale and Servicing Agreement, the Owner Trustee shall, or, if the Owner Trustee is not the Paying Agent, shall distribute direct the Paying Agent to, apply the amount on deposit in the Certificate Distribution Account on such Distribution Date to Certificateholders make the following distributions in the following order of priority: (i) to the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, (ii) the Certificate Balance Distribution Interest Distributable Amount for such Distribution Date; and (ii) to the Certificateholders, if any, on a pro rata basis according to amounts payable in respect of the Certificate Balance, and (iii) Principal Distributable Amount for that Distribution Date. If the amount on deposit in the Certificate Return Carryover Distribution Account on any Distribution Date is less than the amount described in clause (i) or (ii) above for such Distribution Date, the Owner Trustee shall, or, if anythe Owner Trustee is not the Paying Agent, on a shall direct the Paying Agent to, pay the available amount to the Holders of each Certificate pro rata basis according to amounts payable in respect based on the outstanding principal amount of such Certificate Return Carryover, as received from the Indenture Trustee pursuant to Sections 2.7 and 2.8 of the Administration Agreement on such Distribution Date. (b) On each Distribution Date, the Eligible Lender Owner Trustee shall, or if the Owner Trustee is not the Paying Agent, shall direct the Paying Agent to, send to each Certificateholder the statement or statements provided to the Eligible Lender Owner Trustee by the Administrator Master Servicer pursuant to Section 2.9 4.09 of the Administration Sale and Servicing Agreement on with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the TrustIssuer's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Eligible Lender Owner Trustee is and each Paying Agent are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Eligible Lender Owner Trustee from contesting any such tax in appropriate proceedings, proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be Issuer and remitted to the appropriate taxing authority. The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code If there is a possibility that withholding tax is payable with respect to all distributions made a distribution (such as a distribution to persons that are not known to be a non-U.S. PersonsCertificateholder), within the meaning of the Code, unless it is otherwise determined Owner Trustee may withhold such amounts in the opinion of counselaccordance with this Section. In the event that If a Certificateholder wishes to apply for a refund of any such withholding tax, the Eligible Lender Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Eligible Lender Owner Trustee for any out-of-pocket expenses incurred.