Common use of Priority of Payments Clause in Contracts

Priority of Payments. (a) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, Available Amounts plus any amounts withdrawn from the Reserve Account on the related Transfer Date pursuant to Section 8.4, payments shall be paid by the Indenture Trustee (based solely on the information set forth in the related Servicer’s Certificate and the report provided to the Indenture Trustee pursuant to Section 8.5) in the following order of priority: (i) to the Indenture Trustee, amounts payable to the Indenture Trustee pursuant to Section 6.7 for the related Collection Period, provided that, except after the occurrence and during the continuance of an Event of Default, the aggregate amounts payable other than in respect of fees and expenses shall not exceed $75,000 during any calendar year; (ii) to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods in accordance with the Administration Agreement; (iii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class A Notes; (iv) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Outstanding Principal Balance of the Class A Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection Period; (v) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class B Notes; (vi) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Outstanding Principal Balance of the Class A Notes and the Class B Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection Period; (vii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class C Notes; (viii) to the Note Distribution Account, principal payable on the Notes in an amount equal to the amount, if any, by which the Note Balance of all the Notes then Outstanding exceeds the excess of (x) the Aggregate Receivable Value at the end of the related Collection Period over (y) the Overcollateralization Amount (after giving effect to any payments on such Payment Date under clauses (iv) and (vi) above; (ix) to the Note Distribution Account, 50% of the Excess Spread Amount, if any; (x) to the Reserve Account, the amount, if any, required to be deposited in the Reserve Account pursuant to Section 8.4(c); (xi) to the Indenture Trustee, any amounts payable to the Indenture Trustee pursuant to Section 6.7 to the extent not previously reimbursed; and (xii) to the Issuer, the remaining balance, if any. (b) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, payments on the Notes shall be paid by transferring funds on deposit in the Note Distribution Account in the following order of priority: (i) to the Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders and Class A-4 Noteholders, an amount equal to the Monthly Interest Amount Payable in respect of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, for the Interest Accrual Period immediately preceding such Payment Date, together with any such amounts that accrued in respect of prior Interest Accrual Periods for which no payment was previously made; provided, that if funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be allocable to the Holders of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, pro rata based upon the aggregate amount of interest due to each class; (ii) to the Class A Noteholders, the amounts payable under Section 8.3(a)(iv) above, if any, in respect of the Class A Notes will be made to the Class A Noteholders, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; and (D) to the Class A-4 until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (iii) to the Class B Noteholders, the Monthly Interest Amount Payable in respect of the Class B Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class B Notes pro rata based on their respective entitlement pursuant to this clause; (iv) to the Class A Noteholders and the Class B Noteholders, the amounts payable under Section 8.3(a)(vi) above, if any, in respect of the Class A Notes and the Class B Notes will be made to the Class A Noteholders and the Class B Noteholders, as applicable, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 Noteholders, until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (D) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (E) to the Class B Noteholders, until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; (v) to the Class C Noteholders, the Monthly Interest Amount Payable in respect of the Class C Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class C Notes pro rata based on their respective entitlement pursuant to this clause; (vi) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (vii) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (viii) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (ix) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (x) to the Class B Noteholders until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; and (xi) to the Class C Noteholders until the Outstanding Principal Balance of the Class C Notes has been reduced to zero. (c) Following an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, any amounts withdrawn from the Reserve Account on the related Transfer Date and Available Amounts shall be applied in the following order of priority, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of the entire amount due on account of principal or interest, upon presentation of the Notes and surrender thereof: (i) to pay the Indenture Trustee, for all amounts due under Section 6.7; (ii) to pay the Administrator, all accrued and unpaid Administration Fees; (iii) to the Class A Noteholders, pro rata, to pay the Monthly Interest Amount Payable on each Class of A Notes; (iv) to the Class A-1 Noteholders, in respect of principal until the Class A-1 Noteholders are paid in full; (v) to the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, pro rata, in respect of principal until the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, are paid in full; (vi) to the Class B Noteholders, to pay the Monthly Interest Amount Payable on the Class B Notes; (vii) to the Class B Noteholders, pro rata, in respect of principal until the Class B Noteholders are paid in full; (viii) to the Class C Noteholders to pay the Monthly Interest Amount Payable on the Class C Notes; (ix) to the Class C Noteholders, pro rata, in respect of principal until the Class C Noteholders are paid in full; and (x) to the Issuer the remaining balance, if any. (d) The Indenture Trustee may fix a special record date and special payment date for any payment to Noteholders pursuant to this Section. At least fifteen (15) days before such special record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the special record date, the special payment date and the amount to be paid. (e) All Class A Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A Notes shall be made in accordance with the priorities set forth in this Section 8.3. (f) All Class B Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class B Notes shall be made pro rata among all Outstanding Class B Notes, without preference or priority of any kind. (g) All Class C Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class C Notes shall be made pro rata among all Outstanding Class C Notes, without preference or priority of any kind.

Priority of Payments. On (aw) On each Interest Payment Date prior Date, (x) the Maturity Date, (y) each Agent Business Day designated by the Administrative Agent (with one (1) Agent Business Days’ notice to the Collateral Agent and the Collateral Administrator; provided that any such notice received after 10:00 a.m. New York City time on any Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) after the occurrence of a Market Value Event and (z) each Agent Business Day after the occurrence of an Event of Default and acceleration the declaration of the maturity Secured Obligations as due and payable (provided, that any payments may be deferred on any such date in which the aggregate amount of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, Available Amounts plus any amounts withdrawn from the Reserve Account on the related Transfer Date pursuant to Section 8.4, payments shall be paid by the Indenture Trustee proceeds available for distribution is less than $10,000) (based solely on the information each date set forth in clauses (y) and (z) above, an “Additional Payment Date”), the Collateral Agent shall distribute all amounts in the Collection Accounts and the Permitted Non-USD Currency Collection Accounts as of the end of the related Servicer’s Certificate and Calculation Period (or, in the report provided to the Indenture Trustee pursuant to Section 8.5case of an Additional Payment Date, one (1) Agent Business Day immediately preceding such Additional Payment Date) in the following order of priority:priority (the “Priority of Payments”): (ia) to pay Taxes of the Indenture TrusteeCompany, amounts if any and any filing, registration and annual return fees payable by the Company up to the Indenture Trustee pursuant to Section 6.7 for the related Collection Period, provided that, except after the occurrence and during the continuance a maximum amount under this clause (a) of an Event of DefaultU.S.$15,000 on each Interest Payment Date, the aggregate amounts payable other than in respect of fees Maturity Date and expenses shall not exceed $75,000 during any calendar year; (ii) to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods in accordance with the Administration Agreement; (iii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class A Notes; (iv) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Outstanding Principal Balance of the Class A Notes as of the immediately preceding each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter); (b) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the Loan Documents (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this clause (i) of the sum of (x) 0.015% multiplied by the sum of the aggregate principal payments made thereon on such Payment Date) over amount of the Aggregate Receivable Value at Collateral as of the end of the related Collection Calculation Period (prorated for the related Interest Accrual Period on the basis of a 360 day year and the actual number of days elapsed for the related Interest Accrual Period; ), (vy) to the Note Distribution AccountU.S.$50,000 on each Interest Payment Date, the Monthly Interest Amount Payable on the Class B Notes; (vi) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Outstanding Principal Balance of the Class A Notes Maturity Date and the Class B Notes as of the immediately preceding each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any principal payments made thereon on such other Additional Payment DateDate or Interest Payment Date occurring in the same calendar quarter) over and (z) the Aggregate Receivable Value at the end sum of the related Collection Period; (vii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class C Notes; (viii) to the Note Distribution Account, principal payable on the Notes any excess amounts described in an amount equal to the amount, if any, by which the Note Balance of all the Notes then Outstanding exceeds the excess of clause (x) the Aggregate Receivable Value at the end of the related Collection Period over and (y) unused for such payments on Interest Payment Dates or Additional Distribution Dates occurring during the Overcollateralization Amount prior three calendar quarters (or, if a lesser amount of time, since the Closing Date) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee and unfunded fees payable to the Lenders, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (ii) of U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any payments on such other Additional Payment Date under clauses (iv) and (vi) above; (ix) to the Note Distribution Account, 50% of the Excess Spread Amount, if any; (x) to the Reserve Account, the amount, if any, required to be deposited or Interest Payment Date occurring in the Reserve Account pursuant to Section 8.4(csame calendar quarter); (xic) to the Indenture Trustee, any amounts payable to the Indenture Trustee pursuant to Section 6.7 to the extent not previously reimbursed; and (xii) to the Issuer, the remaining balance, if any. (b) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, payments on the Notes shall be paid by transferring funds on deposit in the Note Distribution Account in the following order of priority: (i) to the Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders and Class A-4 Noteholders, an amount equal to the Monthly Interest Amount Payable pay interest due in respect of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes Advances and Class A-4 Notes, for the Interest Accrual Period immediately preceding such Payment Date, together with any such amounts that accrued in respect of prior Interest Accrual Periods for which no payment was previously made; provided, that if funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be allocable increased costs and commitment fees and unfunded fees payable to the Holders of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, pro rata based upon the aggregate amount of interest due to each class; Lenders (ii) to the Class A Noteholders, the amounts payable under Section 8.3(a)(iv) above, if any, in respect of the Class A Notes will be made to the Class A Noteholders, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; and (D) to the Class A-4 until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (iii) to the Class B Noteholders, the Monthly Interest Amount Payable in respect of the Class B Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class B Notes pro rata based on their respective entitlement pursuant to this clauseamounts due); (ivd) to the Class A Noteholders and the Class B Noteholders, the amounts payable under Section 8.3(a)(vi) above, if any, in respect of the Class A Notes and the Class B Notes will be made to the Class A Noteholders and the Class B Noteholders, as applicable, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 Noteholders, until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (D) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (E) to the Class B Noteholders, until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; (v) to the Class C Noteholders, the Monthly Interest Amount Payable in respect of the Class C Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class C Notes pro rata based on their respective entitlement pursuant to this clause; (vi) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (vii) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (viii) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (ix) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (x) to the Class B Noteholders until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; and (xi) to the Class C Noteholders until the Outstanding Principal Balance of the Class C Notes has been reduced to zero. (c) Following an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, any amounts withdrawn from the Reserve Account on the related Transfer Date and Available Amounts shall be applied in the following order of priority, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of the entire amount due on account of principal or interest, upon presentation of the Notes and surrender thereof: pay (i) to pay on each Interest Payment Date, all prepayments of the Indenture Trustee, for all amounts due Advances permitted or required under Section 6.7; this Agreement (including any applicable premium) and (ii) to pay on the AdministratorMaturity Date (and, all accrued and unpaid Administration Fees; (iiiif applicable, any Additional Payment Date) to or an Interest Payment Date during a Maturity Date Extension Period, principal of the Class A Noteholders, pro rata, to pay the Monthly Interest Amount Payable on each Class of A Notes; (iv) to the Class A-1 Noteholders, in respect of principal Advances until the Class A-1 Noteholders Advances are paid in full; (ve) prior to the Class A-2 Noteholdersend of the Reinvestment Period, at the Class A-3 Noteholders direction of the Portfolio Manager, to fund the Unfunded Exposure Account and each applicable Permitted Non-USD Currency Unfunded Exposure Account up to the Class A-4 Noteholders, pro rata, Unfunded Exposure Amounts in respect of principal until the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, are paid in fulleach Currency; (vif) to pay all amounts set forth in clause (b) above not paid due to the Class B Noteholders, to pay limitation set forth therein and in the Monthly Interest Amount Payable on the Class B Notessame order of priority; (viig) to the Class B Noteholders, pro rata, in respect of principal until the Class B Noteholders are paid in full; make any Permitted Distributions or Permitted RIC Distributions (viiiusing Interest Proceeds) directed pursuant to the Class C Noteholders to pay the Monthly Interest Amount Payable on the Class C Notes; (ix) to the Class C Noteholders, pro rata, in respect of principal until the Class C Noteholders are paid in fullthis Agreement; and (xh) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account as Principal Proceeds and (ii) on the Maturity Date and any Additional Payment Date, any remaining amounts to the Issuer the remaining balance, if anyCompany. (d) The Indenture Trustee may fix a special record date and special payment date for any payment to Noteholders pursuant to this Section. At least fifteen (15) days before such special record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the special record date, the special payment date and the amount to be paid. (e) All Class A Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A Notes shall be made in accordance with the priorities set forth in this Section 8.3. (f) All Class B Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class B Notes shall be made pro rata among all Outstanding Class B Notes, without preference or priority of any kind. (g) All Class C Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class C Notes shall be made pro rata among all Outstanding Class C Notes, without preference or priority of any kind.

Priority of Payments. (a) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, Available Amounts plus any amounts withdrawn from the Reserve Account on the related Transfer Date pursuant to Section 8.4, payments shall be paid by the Indenture Trustee (based solely on the information set forth in the related Servicer’s Certificate and the report provided to the Indenture Trustee pursuant to Section 8.5) in the following order of priority: (i) to the Indenture Trustee, amounts payable to the Indenture Trustee pursuant to Section 6.7 for the related Collection Period, provided that, except after the occurrence and during the continuance of an Event of Default, the aggregate amounts payable other than in respect of fees and expenses shall not exceed $75,000 during any calendar year; (ii) to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods in accordance with the Administration Agreement; (iii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class A Notes; (iv) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Outstanding Principal Balance of the Class A Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value Pool Balance at the end of the related Collection Period; (v) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class B Notes; (vi) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Outstanding Principal Balance of the Class A Notes and the Class B Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value Pool Balance at the end of the related Collection Period; (vii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class C Notes; (viii) to the Note Distribution Account, principal payable on the Notes in an amount equal to the amount, if any, by which the Note Balance of all the Notes then Outstanding exceeds the excess of (x) the Aggregate Receivable Value Pool Balance at the end of the related Collection Period over (y) the Overcollateralization Amount (after giving effect to any payments on such Payment Date under clauses (iv) and (vi) above; (ix) to the Note Distribution Account, 50% of the Excess Spread Amount, if any; (x) to the Reserve Account, the amount, if any, required to be deposited in the Reserve Account pursuant to Section 8.4(c); (xi) to the Indenture Trustee, any amounts payable to the Indenture Trustee pursuant to Section 6.7 to the extent not previously reimbursed; and (xii) to the Issuer, the remaining balance, if any. (b) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, payments on the Notes shall be paid by the transferring funds on deposit in the Note Distribution Account shall be paid in the following order of priority: (i) to the Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders and Class A-4 Noteholders, an amount equal to the Monthly Interest Amount Payable in respect of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, for the Interest Accrual Period immediately preceding such Payment Date, together with any such amounts that accrued in respect of prior Interest Accrual Periods for which no payment was previously made; provided, that if funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be allocable to the Holders of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, pro rata based upon the aggregate amount of interest due to each class; (ii) to the Class A Noteholders, the amounts payable under Section 8.3(a)(iv) above, if any, in respect of the Class A Notes will be made to the Class A Noteholders, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; and (D) to the Class A-4 until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (iii) to the Class B Noteholders, the Monthly Interest Amount Payable in respect of the Class B Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class B Notes pro rata based on their respective entitlement pursuant to this clause; (iv) to the Class A Noteholders and the Class B Noteholders, the amounts payable under Section 8.3(a)(vi) above, if any, in respect of the Class A Notes and the Class B Notes will be made to the Class A Noteholders and the Class B Noteholders, as applicable, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 Noteholders, until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (D) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (E) to the Class B Noteholders, until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; (v) to the Class C Noteholders, the Monthly Interest Amount Payable in respect of the Class C Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class C Notes pro rata based on their respective entitlement pursuant to this clause; (vi) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (vii) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (viii) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (ix) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (x) to the Class B Noteholders until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; and (xi) to the Class C Noteholders until the Outstanding Principal Balance of the Class C Notes has been reduced to zero. (c) Following an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, any amounts withdrawn from the Reserve Account on the related Transfer Date and Available Amounts shall be applied in the following order of priority, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of the entire amount due on account of principal or interest, upon presentation of the Notes and surrender thereof: (i) to pay the Indenture Trustee, for all amounts due under Section 6.7; (ii) to pay the Administrator, all accrued and unpaid Administration Fees; (iii) to the Class A Noteholders, pro rata, to pay the Monthly Interest Amount Payable on each Class of A Notes; (iv) to the Class A-1 Noteholders, in respect of principal until the Class A-1 Noteholders are paid in full; (v) to the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, pro rata, in respect of principal until the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, are paid in full; (vi) to the Class B Noteholders, to pay the Monthly Interest Amount Payable on the Class B Notes; (vii) to the Class B Noteholders, pro rata, in respect of principal until the Class B Noteholders are paid in full; (viii) to the Class C Noteholders to pay the Monthly Interest Amount Payable on the Class C Notes; (ix) to the Class C Noteholders, pro rata, in respect of principal until the Class C Noteholders are paid in full; and (x) to the Issuer the remaining balance, if any. (d) The Indenture Trustee may fix a special record date and special payment date for any payment to Noteholders pursuant to this Section. At least fifteen (15) days before such special record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the special record date, the special payment date and the amount to be paid. (e) All Class A Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A Notes shall be made in accordance with the priorities set forth in this Section 8.3. (f) All Class B Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class B Notes shall be made pro rata among all Outstanding Class B Notes, without preference or priority of any kind. (g) All Class C Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class C Notes shall be made pro rata among all Outstanding Class C Notes, without preference or priority of any kind.

Priority of Payments. (a) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, Available Amounts plus any amounts withdrawn from the Reserve Account on the related Transfer Date pursuant to Section 8.4, payments 8.4 shall be paid by the Indenture Trustee (based solely on the information set forth in the related Servicer’s Certificate and the report provided to the Indenture Trustee pursuant to Section 8.5) made in the following order of priority: (i) to the Indenture Trustee, amounts payable to the Indenture Trustee pursuant to Section 6.7 for the related Collection Period, provided that, except after the occurrence and during the continuance of an Event of Default, the aggregate amounts payable other than in respect of fees and expenses shall not exceed $75,000 during any calendar year; (ii) to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods in accordance with the Administration Agreement; (iii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class A Notes; (iv) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Outstanding Principal Balance of the Class A Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection Period; (v) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class B Notes; (vi) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Outstanding Principal Balance of the Class A Notes and the Class B Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection Period; (vii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class C Notes; (viii) to the Note Distribution Account, principal payable on the Notes in an amount equal to the amount, if any, by which the Note Balance of all the Notes then Outstanding exceeds the excess of (x) the Aggregate Receivable Value at the end of the related Collection Period over (y) the Overcollateralization Amount (after giving effect to any payments on such Payment Date under clauses clause (iv) and (vi) above); (ixvii) to the Note Distribution Account, fifty percent 50% of the Excess Spread Amount, if any; (xviii) to the Reserve Account, the amount, if any, required to be deposited in the Reserve Account pursuant to Section 8.4(c); (xiix) to the Indenture Trustee, any amounts payable to the Indenture Trustee pursuant to Section 6.7 to the extent not previously reimbursed; and (xiix) to the Issuer, the remaining balance, if any. (b) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, payments on the Notes shall be paid by transferring funds on deposit in the Note Distribution Account in the following order of priority: (i) to the Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders and Class A-4 Noteholders, an amount equal to the Monthly Interest Amount Payable in respect of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, for the Interest Accrual Period immediately preceding such Payment Date, together with any such amounts that accrued in respect of prior Interest Accrual Periods for which no payment was previously made; provided, that if funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be allocable to the Holders of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, pro rata based upon the aggregate amount of interest due to each class; (ii) to the Class A Noteholders, the amounts payable under Section 8.3(a)(iv) above, if any, in respect of the Class A Notes will be made to the Class A Noteholders, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; and (D) to the Class A-4 until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (iii) to the Class B Noteholders, the Monthly Interest Amount Payable in respect of the Class B Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class B Notes pro rata based on their respective entitlement pursuant to this clause; (iv) to the Class A Noteholders and the Class B Noteholders, the amounts payable under Section 8.3(a)(vi) above, if any, in respect of the Class A Notes and the Class B Notes will be made to the Class A Noteholders and the Class B Noteholders, as applicable, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (Bv) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (Cvi) to the Class A-3 Noteholders, until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (Dvii) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (E) to the Class B Noteholders, until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; (v) to the Class C Noteholders, the Monthly Interest Amount Payable in respect of the Class C Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class C Notes pro rata based on their respective entitlement pursuant to this clause; (vi) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (vii) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero;and (viii) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (ix) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (x) to the Class B Noteholders until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; and (xi) to the Class C Noteholders until the Outstanding Principal Balance of the Class C Notes has been reduced to zero. (c) Following an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, any amounts withdrawn from the Reserve Account on the related Transfer Date and Available Amounts shall be applied in the following order of priority, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of the entire amount due on account of principal or interest, upon presentation of the Notes and surrender thereof: (i) to pay the Indenture Trustee, for all amounts due under Section 6.7; (ii) to pay the Administrator, all accrued and unpaid Administration Fees; (iii) to the Class A A-1 Noteholders, pro rata, to pay the Monthly Interest Amount Payable on each Class of A A-1 Notes; (iv) to the Class A-1 Noteholders, pro rata, in respect of principal until the Class A-1 Noteholders are paid in full; (v) to the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, pro rata, in respect of principal until to pay the Monthly Interest Amount Payable on the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, respectively, (vi) to the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, pro rata, in respect of principal until the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, are paid in full; (vivii) to the Class B Noteholders, pro rata, to pay the Monthly Interest Amount Payable on the Class B Notes; (viiviii) to the Class B Noteholders, pro rata, in respect of principal until the Class B Noteholders are paid in full; (viii) to the Class C Noteholders to pay the Monthly Interest Amount Payable on the Class C Notes; (ix) to the Class C Noteholders, pro rata, in respect of principal until the Class C Noteholders are paid in full; and (xix) to the Issuer the remaining balance, if any. (d) The Indenture Trustee may fix a special record date and special payment date for any payment to Noteholders pursuant to this Section. At least fifteen (15) days before such special record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the special record date, the special payment date and the amount to be paid. (e) All Class A Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A Notes shall be made in accordance with the priorities set forth in this Section 8.3. (f) All Class B Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class B Notes shall be made pro rata among all Outstanding Class B Notes, without preference or priority of any kind. (g) All Class C Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class C Notes shall be made pro rata among all Outstanding Class C Notes, without preference or priority of any kind.

Priority of Payments. (a) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee Fees and reimbursement of any Servicing AdvanceAdvances, Available Amounts plus from any amounts withdrawn from the Reserve Account on the related Transfer Date pursuant to Section 8.4and Available Amounts, payments shall be paid by the Indenture Trustee (based solely on the information set forth in the related Servicer’s Certificate and the report provided to the Indenture Trustee pursuant to Section 8.5) made in the following order of priority: (i) to the Indenture Trustee, amounts payable to the Indenture Trustee pursuant to Section 6.7 of the Indenture for the related Collection Period, provided that, except after the occurrence and during the continuance of an Event of Default, the aggregate amounts payable other than in respect of fees and expenses shall not exceed $75,000 during any calendar year; (ii) to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods in accordance with the Administration Agreement; (iii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class A Notes; (iv) to the Note Distribution Account, principal payable the Monthly Interest Amount Payable on the Notes in an amount equal to the excess, if any, of the Outstanding Principal Balance of the Class A Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection PeriodB Notes; (v) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class B C Notes; (vi) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Outstanding Principal Balance of the Class A Notes and the Class B Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection Period; (vii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class C Notes; (viii) to the Note Distribution Account, principal payable on the Notes in an amount equal to the amount, if any, by which the Note Balance of all the Notes then Outstanding outstanding exceeds the excess of (x) the Aggregate Receivable Value Pool Balance at the end of the related Collection Period over (y) the Overcollateralization Amount (after giving effect to any payments on such Payment Date under clauses (iv) and (vi) aboveAmount; (ixvii) to the Note Distribution Account, 50% of the Excess Spread Amount, if any; (xviii) to the Reserve Account, the amount, if any, required to be deposited in the Reserve Account pursuant to Section 8.4(c); (xiix) to the Indenture Trustee, any amounts payable to the Indenture Trustee pursuant to Section 6.7 of the Indenture to the extent not previously reimbursed; and (xiix) to the Issuer, the remaining balance, if any. (b) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, payments on the Notes shall be paid by transferring funds on deposit in the Note Distribution Account shall be paid in the following order of priority: (i) to the Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders Noteholders, and Class A-4 Noteholders, an amount equal to the Monthly Interest Amount Payable in respect of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and the Class A-4 Notes, for the Interest Accrual Period immediately preceding such Payment Date, together with any such amounts that accrued in respect of prior Interest Accrual Periods for which no payment was previously made; provided, that if funds on deposit in the Note Distribution Account Available Amounts remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds Available Amounts shall be allocable to the Holders of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, pro rata based upon the aggregate amount of interest due to each class; (ii) to the Class A B Noteholders, the amounts payable under Section 8.3(a)(iv) above, if any, Monthly Interest Amount Payable in respect of the Class A B Notes; provided, that if the Available Amounts remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining Available Amounts shall be paid to the Holders of Class B Notes will be made pro rata based on their respective entitlement pursuant to this clause; (iii) to the Class A C Noteholders, the Monthly Interest Amount Payable in respect of the following order Class C Notes; provided, that if the Available Amounts remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining Available Amounts shall be paid to the Holders of priority:Class C Notes pro rata based on their respective entitlement pursuant to this clause; (Aiv) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (Bv) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (Cvi) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; and (D) to the Class A-4 until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (iii) to the Class B Noteholders, the Monthly Interest Amount Payable in respect of the Class B Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class B Notes pro rata based on their respective entitlement pursuant to this clause; (iv) to the Class A Noteholders and the Class B Noteholders, the amounts payable under Section 8.3(a)(vi) above, if any, in respect of the Class A Notes and the Class B Notes will be made to the Class A Noteholders and the Class B Noteholders, as applicable, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 Noteholders, until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (Dvii) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (E) to the Class B Noteholders, until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; (v) to the Class C Noteholders, the Monthly Interest Amount Payable in respect of the Class C Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class C Notes pro rata based on their respective entitlement pursuant to this clause; (vi) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (vii) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (viii) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (ix) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (x) to the Class B Noteholders until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; and (xiix) to the Class C Noteholders until the Outstanding Principal Balance of the Class C Notes has been reduced to zero. (c) Following an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee Fees and reimbursement of any Servicing AdvanceAdvances, any amounts withdrawn from the Reserve Account on the related Transfer Date and Available Amounts shall will be applied in the following order of priority, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of the entire amount due on account of principal or interest, upon presentation of the Notes and surrender thereof: (i) to pay the Indenture Trustee, for all amounts due under Section 6.7; (ii) to pay the Administrator, all accrued and unpaid Administration Fees; (iii) to the Class A Noteholders, pro rata, to pay the Monthly Interest Amount Payable on each class of Class A Notes during the prior Interest Accrual Period, plus any amount of interest on the Class A NotesNotes that was not paid when due (and, to the extent permitted by law, any interest on that unpaid amount); (iv) to the Class A-1 Noteholders, A Noteholders pro rata in respect of principal until the Class A-1 A Noteholders are paid in full; (v) to the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, pro rata, in respect of principal until the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, are paid in full; (vi) to the Class B Noteholders, to pay the Monthly Interest Amount Payable on the Class B NotesNotes during the prior interest period, plus any amount of interest on the Class B Notes that was not paid when due (and, to the extent permitted by law, any interest on that unpaid amount); (viivi) to the Class B Noteholders, pro rata, Noteholders in respect of principal until the Class B Noteholders are paid in full; (viiivii) to the Class C Noteholders to pay the Monthly Interest Amount Payable on the Class C NotesNotes during the prior interest period, plus any amount of interest on the Class C Notes that was not paid when due (and, to the extent permitted by law, any interest on that unpaid amount); (ixviii) to the Class C Noteholders, pro rata, Noteholders in respect of principal until the Class C Noteholders are paid in full; and (xix) to the Issuer the remaining balance, if any. (d) The Indenture Trustee may fix a special record date and special payment date for any payment to Noteholders pursuant to this Section. At least fifteen (15) 15 days before such special record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the special record date, the special payment date and the amount to be paid. (e) All Class A Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A Notes shall be made in accordance with the priorities set forth in this Section 8.3. (f) All Class B Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class B Notes shall be made pro rata among all Outstanding Class B Notes, without preference or priority of any kind. (g) All Class C Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class C Notes shall be made pro rata among all Outstanding Class C Notes, without preference or priority of any kind.

Priority of Payments. (a) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, Available Amounts plus any amounts withdrawn from the Reserve Account on the related Transfer Date pursuant to Section 8.4, payments shall be paid by the Indenture Trustee (based solely on the information set forth in the related Servicer’s Certificate and the report provided to the Indenture Trustee pursuant to Section 8.5) in the following order of priority: (i) to the Indenture Trustee, amounts payable to the Indenture Trustee pursuant to Section 6.7 for the related Collection Period, provided that, except after the occurrence and during the continuance of an Event of Default, the aggregate amounts payable other than in respect of fees and expenses shall not exceed $75,000 during any calendar year; (ii) to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods in accordance with the Administration Agreement; (iii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class A Notes; (iv) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Outstanding Principal Balance of the Class A Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value Pool Balance at the end of the related Collection Period; (v) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class B Notes; (vi) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Outstanding Principal Balance of the Class A Notes and the Class B Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value Pool Balance at the end of the related Collection Period; (vii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class C Notes;; 700148678 06142559 (viii) to the Note Distribution Account, principal payable on the Notes in an amount equal to the amount, if any, by which the Note Balance of all the Notes then Outstanding exceeds the excess of (x) the Aggregate Receivable Value Pool Balance at the end of the related Collection Period over (y) the Overcollateralization Amount (after giving effect to any payments on such Payment Date under clauses (iv) and (vi) aboveAmount; (ix) to the Note Distribution Account, 50% of the Excess Spread Amount, if any; (x) to the Reserve Account, the amount, if any, required to be deposited in the Reserve Account pursuant to Section 8.4(c); (xi) to the Indenture Trustee, any amounts payable to the Indenture Trustee pursuant to Section 6.7 to the extent not previously reimbursed; and (xii) to the Issuer, the remaining balance, if any. (b) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, payments on the Notes shall be paid by the transferring funds on deposit in the Note Distribution Account shall be paid in the following order of priority: (i) to the Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders and Class A-4 Noteholders, an amount equal to the Monthly Interest Amount Payable in respect of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, for the Interest Accrual Period immediately preceding such Payment Date, together with any such amounts that accrued in respect of prior Interest Accrual Periods for which no payment was previously made; provided, that if funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be allocable to the Holders of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, pro rata based upon the aggregate amount of interest due to each class; (ii) to the Class A Noteholders, the amounts payable under Section 8.3(a)(iv) above, if any, in respect of the Class A Notes will be made to the Class A Noteholders, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; and (D) to the Class A-4 until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero;; 700148678 06142559 (iii) to the Class B Noteholders, the Monthly Interest Amount Payable in respect of the Class B Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class B Notes pro rata based on their respective entitlement pursuant to this clause; (iv) to the Class A Noteholders and the Class B Noteholders, the amounts payable under Section 8.3(a)(vi) above, if any, in respect of the Class A Notes and the Class B Notes will be made to the Class A Noteholders and the Class B Noteholders, as applicable, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 Noteholders, until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (D) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (E) to the Class B Noteholders, until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; (v) to the Class C Noteholders, the Monthly Interest Amount Payable in respect of the Class C Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class C Notes pro rata based on their respective entitlement pursuant to this clause; (vi) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (vii) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (viii) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (ix) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (x) to the Class B Noteholders until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; andand 700148678 06142559 (xi) to the Class C Noteholders until the Outstanding Principal Balance of the Class C Notes has been reduced to zero. (c) Following an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, any amounts withdrawn from the Reserve Account on the related Transfer Date and Available Amounts shall be applied in the following order of priority, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of the entire amount due on account of principal or interest, upon presentation of the Notes and surrender thereof: (i) to pay the Indenture Trustee, for all amounts due under Section 6.7; (ii) to pay the Administrator, all accrued and unpaid Administration Fees; (iii) to the Class A Noteholders, pro rata, to pay the Monthly Interest Amount Payable on each Class of A Notes; (iv) to the Class A-1 Noteholders, in respect of principal until the Class A-1 Noteholders are paid in full; (v) to the Class A-2 Noteholders, in respect of principal until the Class A-2 Noteholders are paid in full; (vi) to the Class A-3 Noteholders and the Class A-4 Noteholders, pro rata, in respect of principal until the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, are paid in full; (vivii) to the Class A-4 Noteholders, in respect of principal until the Class A-4 Noteholders are paid in full; (viii) to the Class B Noteholders, to pay the Monthly Interest Amount Payable on the Class B Notes; (viiix) to the Class B Noteholders, pro rata, in respect of principal until the Class B Noteholders are paid in full; (viiix) to the Class C Noteholders to pay the Monthly Interest Amount Payable on the Class C Notes; (ixxi) to the Class C Noteholders, pro rata, in respect of principal until the Class C Noteholders are paid in full; and (xxii) to the Issuer the remaining balance, if any. (d) The Indenture Trustee may fix a special record date and special payment date for any payment to Noteholders pursuant to this Section. At least fifteen (15) days before such 700148678 06142559 special record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the special record date, the special payment date and the amount to be paid. (e) All Class A Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A Notes shall be made in accordance with the priorities set forth in this Section 8.3. (f) All Class B Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class B Notes shall be made pro rata among all Outstanding Class B Notes, without preference or priority of any kind. (g) All Class C Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class C Notes shall be made pro rata among all Outstanding Class C Notes, without preference or priority of any kind.

Priority of Payments. (a) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, Available Amounts Amounts, plus any amounts withdrawn from the Reserve Account on the related Transfer Date pursuant to Section 8.4, payments 8.4 shall be paid by the Indenture Trustee (based solely on the information set forth in the related Servicer’s Certificate and the report provided to the Indenture Trustee pursuant to Section 8.5) made in the following order of priority: (i) to the Indenture Trustee, amounts payable to the Indenture Trustee pursuant to Section 6.7 for the related Collection Period, provided that, except after the occurrence and during the continuance of an Event of Default, the aggregate amounts payable other than in respect of fees and expenses shall not exceed $75,000 during any calendar year; (ii) to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods in accordance with the Administration Agreement; (iii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class A Notes; (iv) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Outstanding Principal Balance of the Class A Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection Period; (v) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class B Notes; (vi) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Outstanding Principal Balance of the Class A Notes and the Class B Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection Period; (vii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class C Notes; (viii) to the Note Distribution Account, principal payable on the Notes in an amount equal to the amount, if any, by which the Note Balance of all the Notes then Outstanding exceeds the excess of (x) the Aggregate Receivable Value at the end of the related Collection Period over (y) the Overcollateralization Amount (after giving effect to any payments on such Payment Date under clauses clause (iv) and (vi) above); (ixvii) to the Note Distribution Account, 50% of the Excess Spread Amount, if any; (xviii) to the Reserve Account, the amount, if any, required to be deposited in the Reserve Account pursuant to Section 8.4(c); (xiix) to the Indenture Trustee, any amounts payable to the Indenture Trustee pursuant to Section 6.7 to the extent not previously reimbursed; and (xiix) to the Issuer, the remaining balance, if any. (b) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, payments on the Notes shall be paid by transferring funds on deposit in the Note Distribution Account in the following order of priority: (i) to the Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders and Class A-4 Noteholders, Noteholders an amount equal to the Monthly Interest Amount Payable in respect of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, for the Interest Accrual Period immediately preceding such Payment Date, together with any such amounts that accrued in respect of prior Interest Accrual Periods for which no payment was previously made; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be allocable to the Holders of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, pro rata based upon the aggregate amount of interest due to each class; (ii) to the Class A Noteholders, the amounts payable under Section 8.3(a)(iv) above, if any, in respect of the Class A Notes will be made to the Class A Noteholders, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; and (D) to the Class A-4 until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (iii) to the Class B Noteholders, the Monthly Interest Amount Payable in respect of the Class B Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class B Notes pro rata based on their respective entitlement pursuant to this clause; (iv) to the Class A Noteholders and the Class B Noteholders, the amounts payable under Section 8.3(a)(vi) above, if any, in respect of the Class A Notes and the Class B Notes will be made to the Class A Noteholders and the Class B Noteholders, as applicable, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (Bv) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (Cvi) to the Class A-3 Noteholders, until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (Dvii) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (E) to the Class B Noteholders, until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; (v) to the Class C Noteholders, the Monthly Interest Amount Payable in respect of the Class C Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class C Notes pro rata based on their respective entitlement pursuant to this clause; (vi) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (vii) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero;and (viii) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (ix) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (x) to the Class B Noteholders until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; and (xi) to the Class C Noteholders until the Outstanding Principal Balance of the Class C Notes has been reduced to zero. (c) Following an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, any amounts withdrawn from the Reserve Account on the related Transfer Date and Available Amounts shall be applied in the following order of priority, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of the entire amount due on account of principal or interest, upon presentation of the Notes and surrender thereof: (i) to pay the Indenture Trustee, for all amounts due under Section 6.7; (ii) to pay the Administrator, all accrued and unpaid Administration Fees; (iii) to the Class A A-1 Noteholders, pro rata, to pay the Monthly Interest Amount Payable on each the Class of A A-1 Notes; (iv) to the Class A-1 Noteholders, pro rata, in respect of principal until the Class A-1 Noteholders are paid in full; (v) to the Class A-2 Noteholders, the Class A-3 Noteholders and Class A-4 Noteholders, pro rata, to pay the Monthly Interest Amount Payable on the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, respectively; (vi) to the Class A-2 Noteholders, Class A-3 Noteholders and Class A-4 Noteholders, pro rata, in respect of principal until the Class A-2 NoteholdersNotes, the Class A-3 Noteholders Notes and the Class A-4 Noteholders, Notes are paid in full; (vivii) to the Class B Noteholders, pro rata, to pay the Monthly Interest Amount Payable on the Class B Notes; (viiviii) to the Class B Noteholders, pro rata, in respect of principal until the Class B Noteholders are paid in full; (viii) to the Class C Noteholders to pay the Monthly Interest Amount Payable on the Class C Notes; (ix) to the Class C Noteholders, pro rata, in respect of principal until the Class C Noteholders are paid in full; and (xix) to the Issuer the remaining balance, if any. (d) The Indenture Trustee may fix a special record date and special payment date for any payment to Noteholders pursuant to this Section. At least fifteen (15) days before such special record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the special record date, the special payment date and the amount to be paid. (e) All Class A Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A Notes shall be made in accordance with the priorities set forth in this Section 8.3. (f) All Class B Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class B Notes shall be made pro rata among all Outstanding Class B Notes, without preference or priority of any kind. (g) All Class C Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class C Notes shall be made pro rata among all Outstanding Class C Notes, without preference or priority of any kind.

Priority of Payments. (a) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, Available Amounts Amounts, plus any amounts withdrawn from the Reserve Account on the related Transfer Date pursuant to Section 8.4, payments 8.4 shall be paid by the Indenture Trustee (based solely on the information set forth in the related Servicer’s Certificate and the report provided to the Indenture Trustee pursuant to Section 8.5) made in the following order of priority: (i) to the Indenture Trustee, amounts payable to the Indenture Trustee pursuant to Section 6.7 for the related Collection Period, provided that, except after the occurrence and during the continuance of an Event of Default, the aggregate amounts payable other than in respect of fees and expenses shall not exceed $75,000 during any calendar year; (ii) to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods in accordance with the Administration Agreement; (iii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class A Notes; (iv) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Outstanding Principal Balance of the Class A Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection Period; (v) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class B Notes; (vi) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Outstanding Principal Balance of the Class A Notes and the Class B Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection Period; (vii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class C Notes; (viii) to the Note Distribution Account, principal payable on the Notes in an amount equal to the amount, if any, by which the Note Balance of all the Notes then Outstanding exceeds the excess of (x) the Aggregate Receivable Value at the end of the related Collection Period over (y) the Overcollateralization Amount (after giving effect to any payments on such Payment Date under clauses clause (iv) and (vi) above); (ixvii) to the Note Distribution Account, 50% of the Excess Spread Amount, if any; (xviii) to the Reserve Account, the amount, if any, required to be deposited in the Reserve Account pursuant to Section 8.4(c); (xiix) to the Indenture Trustee, any amounts payable to the Indenture Trustee pursuant to Section 6.7 to the extent not previously reimbursed; and (xiix) to the Issuer, the remaining balance, if any. (b) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, payments on the Notes shall be paid by transferring funds on deposit in the Note Distribution Account in the following order of priority: (i) to the Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders and Class A-4 Noteholders, Noteholders an amount equal to the Monthly Interest Amount Payable in respect of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, for the Interest Accrual Period immediately preceding such Payment Date, together with any such amounts that accrued in respect of prior Interest Accrual Periods for which no payment was previously made; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be allocable to the Holders of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, pro rata based upon the aggregate amount of interest due to each class; (ii) to the Class A Noteholders, the amounts payable under Section 8.3(a)(iv) above, if any, in respect of the Class A Notes will be made to the Class A Noteholders, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; and (D) to the Class A-4 until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (iii) to the Class B Noteholders, the Monthly Interest Amount Payable in respect of the Class B Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class B Notes pro rata based on their respective entitlement pursuant to this clause; (iv) to the Class A Noteholders and the Class B Noteholders, the amounts payable under Section 8.3(a)(vi) above, if any, in respect of the Class A Notes and the Class B Notes will be made to the Class A Noteholders and the Class B Noteholders, as applicable, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (Bv) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (Cvi) to the Class A-3 Noteholders, until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (Dvii) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (E) to the Class B Noteholders, until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; (v) to the Class C Noteholders, the Monthly Interest Amount Payable in respect of the Class C Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class C Notes pro rata based on their respective entitlement pursuant to this clause; (vi) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (vii) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero;and (viii) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (ix) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (x) to the Class B Noteholders until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; and (xi) to the Class C Noteholders until the Outstanding Principal Balance of the Class C Notes has been reduced to zero. (c) Following an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, any amounts withdrawn from the Reserve Account on the related Transfer Date and Available Amounts shall be applied in the following order of priority, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of the entire amount due on account of principal or interest, upon presentation of the Notes and surrender thereof: (i) to pay the Indenture Trustee, for all amounts due under Section 6.7; (ii) to pay the Administrator, all accrued and unpaid Administration Fees; (iii) to the Class A Noteholders, pro rata, to pay the Monthly Interest Amount Payable on each class of Class of A Notes; (iv) to the Class A-1 Noteholders, in respect of principal until the Class A-1 Noteholders are paid in full; (v) to the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 A Noteholders, pro rata, in respect of principal until the Class A-2 Noteholders, the Class A-3 A Noteholders and the Class A-4 Noteholders, are paid in full; (viv) to the Class B Noteholders, to pay the Monthly Interest Amount Payable on the Class B Notes; (viivi) to the Class B Noteholders, pro rata, in respect of principal until the Class B Noteholders are paid in full; (viii) to the Class C Noteholders to pay the Monthly Interest Amount Payable on the Class C Notes; (ix) to the Class C Noteholders, pro rata, in respect of principal until the Class C Noteholders are paid in full; and (xvii) to the Issuer the remaining balance, if any. (d) The Indenture Trustee may fix a special record date and special payment date for any payment to Noteholders pursuant to this Section. At least fifteen (15) days before such special record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the special record date, the special payment date and the amount to be paid. (e) All Class A Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A Notes shall be made in accordance with the priorities set forth in this Section 8.3. (f) All Class B Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class B Notes shall be made pro rata among all Outstanding Class B Notes, without preference or priority of any kind. (g) All Class C Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class C Notes shall be made pro rata among all Outstanding Class C Notes, without preference or priority of any kind.

Priority of Payments. (a) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, from Available Amounts plus any and other amounts withdrawn from on deposit in the Reserve Account on the related Transfer Date pursuant to Section 8.4Collection Account, payments shall be paid by the Indenture Trustee (based solely on the information set forth in the related Servicer’s Certificate and the report provided to the Indenture Trustee pursuant to Section 8.5) made in the following order of priority: (i) to the Indenture Trustee, amounts payable to the Indenture Trustee pursuant to Section 6.7 of the Indenture for the related Collection Period, provided that, except after the occurrence and during the continuance of an Event of Default, the aggregate amounts payable other than in respect of fees and expenses shall not exceed $75,000 during any calendar year; (ii) to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods in accordance with the Administration Agreement; (iii) to the applicable Swap Counterparty any Swap Payments Outgoing in accordance with the applicable Swap Agreement; (iv) to pay with the same priority and ratably in proportion to the Outstanding Principal Balance of the Class A Notes and the amount of any Swap Termination Payment due and payable by the Issuer to the applicable Swap Counterparty: (1) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class A Notes;; and (iv2) to the Note Distribution Accountapplicable Swap Counterparty, principal any Swap Termination Payments payable on the Notes in an amount equal to the excessapplicable Swap Counterparty upon the termination of the applicable Swap Agreement; provided that if any amounts allocable to the Class A Notes are not needed to pay interest due on such Class A Notes as of such Payment Date, such amounts will be applied to pay the portion, if any, of the Outstanding Principal Balance of the Class A Notes as of the immediately preceding any Swap Termination Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection Periodremaining unpaid; (v) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class B Notes; (vi) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Outstanding Principal Balance of the Class A Notes and the Class B Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection PeriodMonthly Principal Payable Amount; (vii) to the Note Distribution Account, the Class B Monthly Interest Amount Principal Payable on the Class C NotesAmount; (viii) to the Note Distribution Account, principal payable on the Notes in an amount equal to the amount, if any, by which the Note Balance of all the Notes then Outstanding exceeds the excess of (x) the Aggregate Receivable Value at the end of the related Collection Period over (y) the Overcollateralization Amount (after giving effect to any payments on such Payment Date under clauses (iv) and (vi) aboveReallocated Principal; (ix) to the Note Distribution Account, 50% of the Excess Spread Amount, if any;; and (x) to the Reserve Account, Liquidity Account the amount, if any, required necessary to be deposited cause the balance on deposit in the Reserve Liquidity Account pursuant to Section 8.4(c)equal the Specified Liquidity Account Balance; (xi) to the Indenture Trustee, any amounts payable to the Indenture Trustee pursuant to Section 6.7 of the Indenture to the extent not previously reimbursed; and (xii) to the Issuer, the remaining balance, if any. (b) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, payments on the Notes shall be paid by transferring funds on deposit in the Note Distribution Account shall be paid in the following order of priority: (i) to the Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders Noteholders, and the Class A-4 Noteholders, an amount equal to the Monthly Interest Amount Payable in respect of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes Notes, and Class A-4 Notes, Notes for the Interest Accrual Period immediately preceding such Payment Date, together with any such amounts that accrued in respect of prior Interest Accrual Periods for which no payment was previously made; provided, that if funds on deposit in the Note Distribution Account Available Amounts remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds Available Amounts shall be allocable to the Holders of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and the Class A-4 Notes, Notes pro rata based upon the aggregate amount of interest due to each class; (ii) to the Class A B Noteholders, the amounts payable under Section 8.3(a)(iv) above, if any, Monthly Interest Amount Payable in respect of the Class A Notes will B Notes; provided, that if the Available Amounts remaining to be made paid pursuant to this clause are less than the full amount required to be so paid, such remaining Available Amounts shall be paid to the Holders of Class A Noteholders, in the following order of priority:B Notes pro rata based on their respective entitlement pursuant to this clause; (Aiii) to the Class A-1 Noteholders, the Class A Monthly Principal Payable Amount; (iv) to the Class B Noteholders, the Class B Monthly Principal Payable Amount; and (v) to the Class A-1 Noteholders, the Reallocated Principal and 50% of the Excess Spread Amount, if any, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero;. (Bc) On any Payment Date prior to an Event of Default and acceleration of the Notes after the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero, notwithstanding clauses (iii) through (v) of Section 8.3(b), payments in respect of principal on the Notes will be paid by transferring funds on deposit in the Note Distribution Account in the following order of priority: (A) To the Class A Noteholders, the Class A Monthly Principal Payable Amount in the following order of priority: (i) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; and (D) to the Class A-4 until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (iii) to the Class B Noteholders, the Monthly Interest Amount Payable in respect of the Class B Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class B Notes pro rata based on their respective entitlement pursuant to this clause; (iv) to the Class A Noteholders and the Class B Noteholders, the amounts payable under Section 8.3(a)(vi) above, if any, in respect of the Class A Notes and the Class B Notes will be made to the Class A Noteholders and the Class B Noteholders, as applicable, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (Cii) to the Class A-3 Noteholders, until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero;; and (Diii) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero;. (EB) to To the Class B Noteholders, the Class B Monthly Principal Payable Amount; (C) Any Reallocated Principal will be paid in the following order of priority: (i) to the Class A-2 Noteholders until the Outstanding Principal Balance of the Class B A-2 Notes has have been reduced to zero; (vii) to the Class C Noteholders, the Monthly Interest Amount Payable in respect of the Class C Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class C Notes pro rata based on their respective entitlement pursuant to this clause; (vi) to the Class A-1 Noteholders, A-3 Noteholders until the Outstanding Principal Balance of the Class A-1 A-3 Notes have been reduced to zero; and (iii) to the Class A-4 Noteholders until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero;. (viiD) 50% of the Excess Spread Amount will be paid in the following order of priority: (i) to the Class A-2 Noteholders, Noteholders until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (viiiii) to the Class A-3 Noteholders until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (ixiii) to the Class A-4 Noteholders, Noteholders until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero;; and (xiv) to the Class B Noteholders until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; and (xi) to the Class C Noteholders until the Outstanding Principal Balance of the Class C Notes has been reduced to zeroNoteholders. (cd) Following an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee servicing fees and reimbursement of any Servicing AdvanceAdvances, any amounts withdrawn from capital contributions made to the Reserve Account on Issuer under the related Transfer Date Issuer Variable Funding Certificate and Available Amounts shall will be applied in the following order of priority, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of the entire amount due on account of principal or interest, upon presentation of the Notes and surrender thereof: (i) to pay the Indenture Trustee, for all amounts due under Section 6.7; (ii) to pay the Administrator, all accrued and unpaid Administration Fees; (iii) to pay the applicable Swap Counterparty any Swap Payments Outgoing; (iv) to pay with the same priority and ratably in proportion to the Outstanding Principal Balance of the Class A Noteholders, pro rata, Notes and the amount of any Swap Termination Payment due and payable by the Issuer to pay the applicable Swap Counterparty: (A) the Monthly Interest Amount Payable on each class of Class A Notes during the prior Interest Accrual Period, plus any amount of interest on the Class A Notes;Notes that was not paid when due (and, to the extent permitted by law, any interest on that unpaid amount); and (ivB) any Swap Termination Payments payable to the applicable Swap Counterparty due under the applicable Swap Agreement; provided that if any amounts allocable to the Class A-1 NoteholdersA Notes are not needed to pay interest due on such Class A Notes as of such payment date, in respect such amounts will be applied to pay the portion, if any, of principal until the Class A-1 Noteholders are paid in fullany Swap Termination Payment remaining unpaid; (v) to the Class A-2 Noteholders, the Class A-3 A Noteholders and the Class A-4 Noteholders, pro rata, rata in respect of principal until the Class A-2 Noteholders, the Class A-3 A Noteholders and the Class A-4 Noteholders, are paid in full;; and (vi) to the Class B Noteholders, to pay the Monthly Interest Amount Payable on the Class B Notes;Notes during the prior interest period, plus any amount of interest on the Class B Notes that was not paid when due (and, to the extent permitted by law, any interest on that unpaid amount) (vii) to the Class B Noteholders, pro rata, Noteholders in respect of principal until the Class B Noteholders are paid in full; (viii) to the Class C Noteholders to pay the Monthly Interest Amount Payable on the Class C Notes; (ix) to the Class C Noteholders, pro rata, in respect of principal until the Class C Noteholders are paid in full; and (x) to the Issuer the remaining balance, if any. (de) The Indenture Trustee may fix a special record date and special payment date for any payment to Noteholders pursuant to this Section. At least fifteen (15) 15 days before such special record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the special record date, the special payment date and the amount to be paid. (ef) All Class A Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A Notes shall be made in accordance with the priorities set forth in this Section 8.3. (fg) All Class B Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class B Notes shall be made pro rata among all Outstanding Class B Notes, without preference or priority of any kind. (g) All Class C Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class C Notes shall be made pro rata among all Outstanding Class C Notes, without preference or priority of any kind.

Priority of Payments. On each Transfer Date, the -------------------- Trustee, acting in accordance with written instructions from the Servicer substantially in the form of Exhibit D hereto, shall make the withdrawals, --------- deposits and payments specified in subsections (a) through (h) of this Section 4.09. (a) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, Available Amounts plus any amounts withdrawn from the Reserve Account on the related Transfer Date pursuant to Section 8.4, payments shall be paid by the Indenture Trustee (based solely on the information set forth in the related Servicer’s Certificate and the report provided to the Indenture Trustee pursuant to Section 8.5) in the following order of priority: (i) to the Indenture Trustee, amounts payable to the Indenture Trustee pursuant to Section 6.7 for the related Collection Period, provided that, except after the occurrence and during the continuance of an Event of Default, the aggregate amounts payable other than in respect of fees and expenses shall not exceed $75,000 during any calendar year; (ii) to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods in accordance with the Administration Agreement; (iii) to the Note preceding each Distribution Account, the Monthly Interest Amount Payable on the Class A Notes; (iv) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Outstanding Principal Balance of the Class A Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection Period; (v) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class B Notes; (vi) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Outstanding Principal Balance of the Class A Notes and the Class B Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection Period; (vii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class C Notes; (viii) to the Note Distribution Account, principal payable on the Notes in an amount equal to the amount, if any, by which the Note Balance of all the Notes then Outstanding exceeds the excess of (x) the Aggregate Receivable Value at the end of the related Collection Period over (y) the Overcollateralization Amount (after giving effect to any payments on such Payment Date under clauses (iv) and (vi) above; (ix) to the Note Distribution Account, 50% of the Excess Spread Amount, if any; (x) to the Reserve Account, the amount, if any, required to be deposited in the Reserve Account pursuant to Section 8.4(c); (xi) to the Indenture Trustee, any amounts payable to the Indenture Trustee pursuant to Section 6.7 to the extent not previously reimbursed; and (xii) to the Issuer, the remaining balance, if any. (b) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, payments on the Notes shall be paid by transferring funds on deposit in the Note Distribution Account in the following order of priority: (i) to the Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders and Class A-4 Noteholders, an amount equal to the Class A Available Funds deposited or deemed to have been deposited into the Finance Charge Account for the related Monthly Period will be distributed in the following priority: (i-a) an amount equal to any unreimbursed Servicer Advances with respect to Class A Monthly Interest Amount Payable in respect of shall be paid to the Servicer; (i) an amount equal to the Class A-1 Notes, A Monthly Interest for such Distribution Date (less the amount of any Servicer Advance with respect to ---- Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, for A Monthly Interest or any funds advanced from the Interest Accrual Period Finance Charge Account pursuant to Section 4.11 on the immediately preceding such Interest Payment Date, together with any such amounts that accrued in respect of prior Interest Accrual Periods for which no payment was previously made; provided, that if funds on deposit in Date or during the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds preceding Monthly Period) shall be allocable to deposited by the Holders of Servicer or the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, pro rata based upon Trustee into the aggregate amount of interest due to each classDistribution Account; (ii) if First USA is no longer the Servicer, an amount equal to the Class A Noteholders, the amounts payable under Section 8.3(a)(iv) above, if any, in respect of the Class A Notes will Monthly Servicing Fee for such Distribution Date shall be made distributed to the Class A Noteholders, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; and (D) to the Class A-4 until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zeroServicer; (iii) an amount equal to the aggregate Class B NoteholdersA Investor Default Amount, if any, for such Distribution Date shall be (A) distributed to the Holder of the Exchangeable Transferor Certificate on Distribution Dates with respect to the Revolving Period, but not exceeding the Transferor Interest (determined as of such Distribution Date after giving effect to any Principal Receivables transferred to the Trust during the Monthly Interest Amount Payable Period relating to such Distribution Date, any such amount in respect excess of the Class B Notes; provided, that if the funds on deposit Transferor Interest to be treated as Unallocated Principal Collections) and (B) deposited in the Note Principal Account and treated as a portion of Available Investor Principal Collections for Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid Dates with respect to the Holders of Class B Notes pro rata based on their respective entitlement pursuant to this clauseAmortization Period or Partial Amortization Period; (iv) an amount equal to any Class A Increase Cost Amount, up to the Class A Noteholders Increase Cost Amount Cap for such Transfer Date shall be held in the Finance Charge Account, invested overnight in Permitted Investments and paid to the Class B Noteholders, CPA Agent on the amounts payable under Section 8.3(a)(virelated Distribution Date in accordance with the Certificate Purchase Agreement; and (v) abovethe balance, if any, in respect of the Class A Notes shall constitute Excess Finance Charge Collections and the Class B Notes will be made to the Class A Noteholders and the Class B Noteholders, as applicable, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 Noteholders, until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (D) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (E) to the Class B Noteholders, until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; (v) to the Class C Noteholders, the Monthly Interest Amount Payable in respect of the Class C Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class C Notes pro rata based on their respective entitlement pursuant to this clause; (vi) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (vii) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (viii) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (ix) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (x) to the Class B Noteholders until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; and (xi) to the Class C Noteholders until the Outstanding Principal Balance of the Class C Notes has been reduced to zero. (c) Following an Event of Default allocated and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, any amounts withdrawn from the Reserve Account on the related Transfer Date and Available Amounts shall be applied in the following order of priority, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of the entire amount due on account of principal or interest, upon presentation of the Notes and surrender thereof: (i) to pay the Indenture Trustee, for all amounts due under Section 6.7; (ii) to pay the Administrator, all accrued and unpaid Administration Fees; (iii) to the Class A Noteholders, pro rata, to pay the Monthly Interest Amount Payable on each Class of A Notes; (iv) to the Class A-1 Noteholders, in respect of principal until the Class A-1 Noteholders are paid in full; (v) to the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, pro rata, in respect of principal until the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, are paid in full; (vi) to the Class B Noteholders, to pay the Monthly Interest Amount Payable on the Class B Notes; (vii) to the Class B Noteholders, pro rata, in respect of principal until the Class B Noteholders are paid in full; (viii) to the Class C Noteholders to pay the Monthly Interest Amount Payable on the Class C Notes; (ix) to the Class C Noteholders, pro rata, in respect of principal until the Class C Noteholders are paid in full; and (x) to the Issuer the remaining balance, if any. (d) The Indenture Trustee may fix a special record date and special payment date for any payment to Noteholders pursuant to this Section. At least fifteen (15) days before such special record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the special record date, the special payment date and the amount to be paid. (e) All Class A Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A Notes shall be made in accordance with the priorities distributed as set forth in this Section 8.3. (f) All Class B Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account 4.13 of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class B Notes shall be made pro rata among all Outstanding Class B Notes, without preference or priority of any kindAgreement. (g) All Class C Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class C Notes shall be made pro rata among all Outstanding Class C Notes, without preference or priority of any kind.

Priority of Payments. (axxii) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, Available Amounts plus any amounts withdrawn from the Reserve Account on the related Transfer Date pursuant to Section 8.4, payments shall be paid by the Indenture Trustee (based solely on the information set forth in the related Servicer’s Certificate and the report provided to the Indenture Trustee pursuant to Section 8.5) in the following order of priority: (i) to the Indenture Trustee, amounts payable to the Indenture Trustee pursuant to Section 6.7 for the related Collection Period, provided that, except after the occurrence and during the continuance of an Event of Default, the aggregate amounts payable other than in respect of fees and expenses shall not exceed $75,000 during any calendar year; (ii) to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods in accordance with the Administration Agreement; (iii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class A Notes; (iv) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Outstanding Principal Balance of the Class A Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection Period; (v) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class B Notes; (vi) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Outstanding Principal Balance of the Class A Notes and the Class B Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection Period; (vii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class C Notes; (viii) to the Note Distribution Account, principal payable on the Notes in an amount equal to the amount, if any, by which the Note Balance of all the Notes then Outstanding exceeds the excess of (x) the Aggregate Receivable Value at the end of the related Collection Period over (y) the Overcollateralization Amount (after giving effect to any payments on such Payment Date under clauses (iv) and (vi) above; (ix) to the Note Distribution Account, 50% of the Excess Spread Amount, if any; (x) to the Reserve Account, the amount, if any, required to be deposited in the Reserve Account pursuant to Section 8.4(c); (xi) to the Indenture Trustee, any amounts payable to the Indenture Trustee pursuant to Section 6.7 to the extent not previously reimbursed; and (xii) to the Issuer, the remaining balance, if any. (b) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, payments on the Notes shall be paid by transferring funds on deposit in the Note Distribution Account in the following order of priority: (i) to the Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders and Class A-4 Noteholders, an amount equal to the Monthly Interest Amount Payable in respect of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, for the Interest Accrual Period immediately preceding such Payment Date, together with any such amounts that accrued in respect of prior Interest Accrual Periods for which no payment was previously made; provided, that if funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be allocable to the Holders of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, pro rata based upon the aggregate amount of interest due to each class; (ii) to the Class A Noteholders, the amounts payable under Section 8.3(a)(iv) above, if any, in respect of the Class A Notes will be made to the Class A Noteholders, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; and (D) to the Class A-4 until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (iii) to the Class B Noteholders, the Monthly Interest Amount Payable in respect of the Class B Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class B Notes pro rata based on their respective entitlement pursuant to this clause; (iv) to the Class A Noteholders and the Class B Noteholders, the amounts payable under Section 8.3(a)(vi) above, if any, in respect of the Class A Notes and the Class B Notes will be made to the Class A Noteholders and the Class B Noteholders, as applicable, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 Noteholders, until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (D) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (E) to the Class B Noteholders, until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; (v) to the Class C Noteholders, the Monthly Interest Amount Payable in respect of the Class C Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class C Notes pro rata based on their respective entitlement pursuant to this clause; (vi) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (vii) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (viii) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (ix) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (x) to the Class B Noteholders until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; and (xi) to the Class C Noteholders until the Outstanding Principal Balance of the Class C Notes has been reduced to zero. (c) Following an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, any amounts withdrawn from the Reserve Account on the related Transfer Date and Available Amounts shall be applied in the following order of priority, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of the entire amount due on account of principal or interest, upon presentation of the Notes and surrender thereof: (i) to pay the Indenture Trustee, for all amounts due under Section 6.7; (ii) to pay the Administrator, all accrued and unpaid Administration Fees; (iii) to the Class A Noteholders, pro rata, to pay the Monthly Interest Amount Payable on each Class of A Notes; (iv) to the Class A-1 Noteholders, in respect of principal until the Class A-1 Noteholders are paid in full; (v) to the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, pro rata, in respect of principal until the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, are paid in full; (vi) to the Class B Noteholders, to pay the Monthly Interest Amount Payable on the Class B Notes; (vii) to the Class B Noteholders, pro rata, in respect of principal until the Class B Noteholders are paid in full; (viii) to the Class C Noteholders to pay the Monthly Interest Amount Payable on the Class C Notes; (ix) to the Class C Noteholders, pro rata, in respect of principal until the Class C Noteholders are paid in full; and (x) to the Issuer the remaining balance, if any. (d) The Indenture Trustee may fix a special record date and special payment date for any payment to Noteholders pursuant to this Section. At least fifteen (15) days before such special record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the special record date, the special payment date and the amount to be paid. (e) All Class A Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A Notes shall be made in accordance with the priorities set forth in this Section 8.3. (f) All Class B Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class B Notes shall be made pro rata among all Outstanding Class B Notes, without preference or priority of any kind. (g) All Class C Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class C Notes shall be made pro rata among all Outstanding Class C Notes, without preference or priority of any kind.

Priority of Payments. (a) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, Available Amounts Amounts, [plus any amounts withdrawn from the Reserve Account on the related Transfer Date pursuant to Section 8.4, payments ] shall be paid by the Indenture Trustee (based solely on the information set forth in the related Servicer’s Certificate and the report provided to the Indenture Trustee pursuant to Section 8.5) made in the following order of priority: (i) to the Indenture Trustee, amounts payable to the Indenture Trustee pursuant to Section 6.7 for the related Collection Period, provided that, except after the occurrence and during the continuance of an Event of Default, the aggregate amounts payable other than in respect of fees and expenses shall not exceed $75,000 [●] during any calendar year; (ii) to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods in accordance with the [Issuer] Administration Agreement; (iii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class A Notes; (iv) [to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Outstanding Principal Balance of the Class A Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection Period]; (v) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class B Notes; (vi) [to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Outstanding Principal Balance of the Class A Notes and the Class B Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection Period]; (vii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class C Notes; (viii) to the Note Distribution Account, principal payable on the Notes in an amount equal to the amount, if any, by which the Note Balance of all the Notes then Outstanding exceeds the excess of (x) the Aggregate Receivable Value at the end of the related Collection Period over (y) the Overcollateralization Amount (after giving effect to any principal payments on such Payment Date under clauses [clause (iv) and clause (vi) )] above]; (ix) to the Note Distribution Account, 50% of the Excess Spread Amount, if any; (x) [to the Reserve Account, the amount, if any, required to be deposited in the Reserve Account pursuant to Section 8.4(c);] (xi) to the Indenture Trustee, any amounts payable to the Indenture Trustee pursuant to Section 6.7 to the extent not previously reimbursed; and (xii) to the Issuer, the remaining balance, if any. (b) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, payments on the Notes shall be paid by transferring funds on deposit in the Note Distribution Account shall be paid in the following order of priority: (i) to the Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders and Class A-4 A Noteholders, an amount equal to the Monthly Interest Amount Payable in respect of the Class A-1 Notes, Class A-2 Notes, Class A-3 A Notes and Class A-4 Notes, for the Interest Accrual Period immediately preceding such Payment Date, together with any such amounts that accrued in respect of prior Interest Accrual Periods for which no payment was previously made; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be allocable to the Holders of the Class A-1 Notes, Class A-2 Notes, Class A-3 A Notes and Class A-4 Notes, pro rata based upon the aggregate amount of interest due to each class; (ii) [to the Class A Noteholders, the amounts payable under Section 8.3(a)(iv) above, if any, in respect of the Class A Notes will be made to the Class A Noteholders, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; and (D) to the Class A-4 until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero;] (iii) to the Class B Noteholders, the Monthly Interest Amount Payable in respect of the Class B Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class B Notes pro rata based on their respective entitlement pursuant to this clause; (iv) [to the Class A Noteholders and the Class B Noteholders, the amounts payable under Section 8.3(a)(vi) above, if any, in respect of the Class A Notes and the Class B Notes will be made to the Class A Noteholders and the Class B Noteholders, as applicable, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 Noteholders, until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (D) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (E) to the Class B Noteholders, until the Outstanding Principal Balance of the Class B Notes has been reduced to zero;] (v) to the Class C Noteholders, the Monthly Interest Amount Payable in respect of the Class C Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class C Notes pro rata based on their respective entitlement pursuant to this clause; (vi) to the Class A-1 A Noteholders, until the Outstanding Principal Balance of the Class A-1 A Notes has been reduced to zero; (vii) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (viii) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (ix) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (x) to the Class B Noteholders until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; and (xiviii) to the Class C Noteholders until the Outstanding Principal Balance of the Class C Notes has been reduced to zero. (c) Following an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee Fees and reimbursement of any Servicing AdvanceAdvance [, any amounts withdrawn from the Reserve Account on the related Transfer Date Date] and Available Amounts shall be applied in the following order of priority, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of the entire amount due on account of principal or interest, upon presentation of the Notes and surrender thereof: (i) to pay the Indenture Trustee, for all amounts due under Section 6.7; (ii) to pay the Administrator, all accrued and unpaid Administration Fees; (iii) to the Class A Noteholders, pro rata, to pay the Monthly Interest Amount Payable on each class of Class of A Notes; (iv) to the Class A-1 Noteholders, A Noteholders pro rata in respect of principal until the Class A-1 A Noteholders are paid in full; (v) to the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, pro rata, in respect of principal until the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, are paid in full; (vi) to the Class B Noteholders, to pay the Monthly Interest Amount Payable on the Class B Notes; (viivi) to the Class B Noteholders, pro rata, in respect of principal until the Class B Noteholders are paid in full; (viiivii) to the Class C Noteholders Noteholders, to pay the Monthly Interest Amount Payable on the Class C Notes; (ixviii) to the Class C Noteholders, pro rata, in respect of principal until the Class C Noteholders are paid in full; and (xix) to the Issuer the remaining balance, if any. (d) The Indenture Trustee may fix a special record date and special payment date for any payment to Noteholders pursuant to this Section. At least fifteen (15) days before such special record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the special record date, the special payment date and the amount to be paid. (e) All Class A Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A Notes shall be made in accordance with the priorities set forth in this Section 8.3. (f) All Class B Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class B Notes shall be made pro rata among all Outstanding Class B Notes, without preference or priority of any kind. (g) All Class C Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class C Notes shall be made pro rata among all Outstanding Class C Notes, without preference or priority of any kind.

Priority of Payments. (a) On each Payment Date prior Date, the Borrower shall direct the Account Bank to an Event of Default and acceleration of distribute all amounts on deposit in the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, Available Amounts plus any amounts withdrawn from the Reserve Collection Account on the related Transfer such Payment Date pursuant to Section 8.4, payments shall be paid by the Indenture Trustee (based solely on the information set forth in the related Servicer’s Certificate and the report provided to the Indenture Trustee pursuant to Section 8.5) in the following order of priority: priority (the “Priority of Payments”), in accordance with the Payment Date Certificate for such Payment Date: (i) first, to the Indenture TrusteeAdministrative Agent, amounts payable Lenders, Borrower Indemnified Parties, and Affected Persons on a pro rata basis, all accrued and unpaid expenses, costs, or indemnification amounts; (ii) second, to the Indenture Trustee pursuant Administrative Agent, the Administrative Agent Fee, to Section 6.7 the extent due and unpaid; (iii) third, to the Administrative Agent for distribution to the related Collection PeriodLenders (ratably, provided thatbased on the amount then due and owing), except after the occurrence all accrued and during the continuance of unpaid Interest due to each (A) if an Event of DefaultDefault is continuing on such Payment Date, the aggregate amounts payable other than outstanding principal amount of the Loans, or (B) if an Event of Default is not continuing on such Payment Date, the Amortization Amount and the EMEA Amortization Amount, on a ratable basis, for such Payment Date; (v) fifth, if such Payment Date is a Quarterly Payment Date, to the Administrative Agent for distribution to the Lenders (ratably, based on the amount then due and owing), the Amortization Catch-Up Amount (calculated after giving effect to the proviso in Section 2.02(c)), if any, to be applied first to the EMEA Loans, until the outstanding principal amount of the EMEA Loans is $0, and then to the U.S. Loans, until the outstanding principal amount of the U.S. Loans is $0; provided, that, solely with respect to the Quarterly Payment Date on which the outstanding principal amount of fees and expenses the EMEA Loans is reduced to $0 in accordance with this paragraph, the remaining amount of such Amortization Catch-Up Amount that is applied in accordance with this paragraph to pay down the U.S. Loans shall not exceed $75,000 during any calendar year; 4,000,000; (iivi) sixth, if on such Payment Date the balance of the Reserve Account is less than the Required Reserve Amount, to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods in accordance with the Administration Agreement; (iii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class A Notes; (iv) to the Note Distribution Account, principal payable on the Notes in Reserve Account an amount equal to the excessgreater of (x) zero and (y) the difference between the Required Reserve Amount and the amount on deposit in the Reserve Account; and (vii) seventh, the balance, if any, to be paid at the direction of the Outstanding Principal Balance of the Class A Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection Period; (v) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class B Notes; (vi) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Outstanding Principal Balance of the Class A Notes and the Class B Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection Period; (vii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class C Notes; (viii) to the Note Distribution Account, principal payable on the Notes in an amount equal to the amount, if any, by which the Note Balance of all the Notes then Outstanding exceeds the excess of (x) the Aggregate Receivable Value at the end of the related Collection Period over (y) the Overcollateralization Amount (after giving effect to any payments on such Payment Date under clauses (iv) and (vi) above; (ix) to the Note Distribution Account, 50% of the Excess Spread Amount, if any; (x) to the Reserve Account, the amount, if any, required to be deposited in the Reserve Account pursuant to Section 8.4(c); (xi) to the Indenture Trustee, any amounts payable to the Indenture Trustee pursuant to Section 6.7 to the extent not previously reimbursed; and (xii) to the Issuer, the remaining balance, if anyBorrower. (b) On each Payment Date prior Notwithstanding anything to an Event of Default and acceleration of the maturity of contrary set forth in this Section 4.01, the Notes, payments on Administrative Agent shall have no obligation to distribute or pay any amount under this Section 4.01 except to the Notes shall be paid extent actually received by transferring the Administrative Agent or available to the Administrative Agent from funds on deposit in the Note Distribution Account in the following order of priority: (i) Collection Account. All payments or distributions to be made by any Credit Party and any other Person to the Class A-1 NoteholdersAdministrative Agent or the Lenders (or their respective related Affected Persons and the Borrower Indemnified Parties), Class A-2 Noteholders, Class A-3 Noteholders and Class A-4 Noteholders, an amount equal to the Monthly Interest Amount Payable in respect of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, for the Interest Accrual Period immediately preceding such Payment Date, together with any such amounts that accrued in respect of prior Interest Accrual Periods for which no payment was previously made; provided, that if funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be allocable to the Holders of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, pro rata based upon the aggregate amount of interest due to each class; (ii) to the Class A Noteholders, the amounts payable under Section 8.3(a)(iv) above, if any, in respect of the Class A Notes will be made to the Class A Noteholders, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; and (D) to the Class A-4 until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (iii) to the Class B Noteholders, the Monthly Interest Amount Payable in respect of the Class B Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid or distributed to the Holders of Class B Notes pro rata based on their respective entitlement pursuant applicable party to this clause; (iv) to the Class A Noteholders and the Class B Noteholders, the which such amounts payable under Section 8.3(a)(vi) above, if any, in respect of the Class A Notes and the Class B Notes will be made to the Class A Noteholders and the Class B Noteholders, as applicable, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 Noteholders, until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (D) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (E) to the Class B Noteholders, until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; (v) to the Class C Noteholders, the Monthly Interest Amount Payable in respect of the Class C Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class C Notes pro rata based on their respective entitlement pursuant to this clause; (vi) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (vii) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (viii) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (ix) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (x) to the Class B Noteholders until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; and (xi) to the Class C Noteholders until the Outstanding Principal Balance of the Class C Notes has been reduced to zeroowed. (c) Following an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, any amounts withdrawn from the Reserve Account on the related Transfer Date and Available Amounts shall be applied in the following order of priority, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of the entire amount due on account of principal or interest, upon presentation of the Notes and surrender thereof: (i) to pay the Indenture Trustee, for all amounts due under Section 6.7; (ii) to pay the Administrator, all accrued and unpaid Administration Fees; (iii) to the Class A Noteholders, pro rata, to pay the Monthly Interest Amount Payable on each Class of A Notes; (iv) to the Class A-1 Noteholders, in respect of principal until the Class A-1 Noteholders are paid in full; (v) to the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, pro rata, in respect of principal until the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, are paid in full; (vi) to the Class B Noteholders, to pay the Monthly Interest Amount Payable on the Class B Notes; (vii) to the Class B Noteholders, pro rata, in respect of principal until the Class B Noteholders are paid in full; (viii) to the Class C Noteholders to pay the Monthly Interest Amount Payable on the Class C Notes; (ix) to the Class C Noteholders, pro rata, in respect of principal until the Class C Noteholders are paid in full; and (x) to the Issuer the remaining balance, if any. (d) The Indenture Trustee may fix a special record date and special payment date for any payment to Noteholders pursuant to this Section. At least fifteen (15) days before such special record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the special record date, the special payment date and the amount to be paid. (e) All Class A Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A Notes shall be made in accordance with the priorities set forth in this Section 8.3. (f) All Class B Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class B Notes shall be made pro rata among all Outstanding Class B Notes, without preference or priority of any kind. (g) All Class C Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class C Notes shall be made pro rata among all Outstanding Class C Notes, without preference or priority of any kind.

Priority of Payments. (a) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee Fees and reimbursement of any Servicing AdvanceAdvances, Available Amounts plus from any amounts withdrawn from the Reserve Account on the related Transfer Date pursuant to Section 8.4and Available Amounts, payments shall be paid by the Indenture Trustee (based solely on the information set forth in the related Servicer’s Certificate and the report provided to the Indenture Trustee pursuant to Section 8.5) made in the following order of priority: (i) to the Indenture Trustee, amounts payable to the Indenture Trustee pursuant to Section 6.7 of the Indenture for the related Collection Period, provided that, except after the occurrence and during the continuance of an Event of Default, the aggregate amounts payable other than in respect of fees and expenses shall not exceed $75,000 during any calendar year; (ii) to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods in accordance with the Administration Agreement; (iii) to the Swap Counterparty any Swap Payments Outgoing in accordance with the Swap Agreement; (iv) to pay with the same priority and ratably in proportion to the Outstanding Principal Balance of the Class A Notes and the amount of any Swap Termination Payment due and payable by the Issuer to the Swap Counterparty: (1) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class A Notes;; and (iv2) to the Note Distribution AccountSwap Counterparty, principal any Swap Termination Payments payable on the Notes in an amount equal to the excessSwap Counterparty upon the termination of the Swap Agreement; provided that if any amounts allocable to the Class A Notes are not needed to pay interest due on such Class A Notes as of such Payment Date, such amounts will be applied to pay the portion, if any, of the Outstanding Principal Balance of the Class A Notes as of the immediately preceding any Swap Termination Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection Periodremaining unpaid; (v) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class B Notes; (vi) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Outstanding Principal Balance of the Class A Notes and the Class B Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection Period; (vii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class C Notes; (viii) to the Note Distribution Account, principal payable on the Notes in an amount equal to the amount, if any, by which the Note Balance of all the Notes then Outstanding exceeds the excess of (x) the Aggregate Receivable Value at the end of the related Collection Period over (y) the Overcollateralization Amount (after giving effect to any payments on such Payment Date under clauses (iv) and (vi) above; (ix) to the Note Distribution Account, 50% of the Excess Spread Amount, if any; (x) to the Reserve Account, the amount, if any, required to be deposited in the Reserve Account pursuant to Section 8.4(c); (xi) to the Indenture Trustee, any amounts payable to the Indenture Trustee pursuant to Section 6.7 to the extent not previously reimbursed; and (xii) to the Issuer, the remaining balance, if any. (b) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, payments on the Notes shall be paid by transferring funds on deposit in the Note Distribution Account in the following order of priority: (i) to the Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders and Class A-4 Noteholders, an amount equal to the Monthly Interest Amount Payable in respect of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, for the Interest Accrual Period immediately preceding such Payment Date, together with any such amounts that accrued in respect of prior Interest Accrual Periods for which no payment was previously made; provided, that if funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be allocable to the Holders of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, pro rata based upon the aggregate amount of interest due to each class; (ii) to the Class A Noteholders, the amounts payable under Section 8.3(a)(iv) above, if any, in respect of the Class A Notes will be made to the Class A Noteholders, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; and (D) to the Class A-4 until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (iii) to the Class B Noteholders, the Monthly Interest Amount Payable in respect of the Class B Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class B Notes pro rata based on their respective entitlement pursuant to this clause; (iv) to the Class A Noteholders and the Class B Noteholders, the amounts payable under Section 8.3(a)(vi) above, if any, in respect of the Class A Notes and the Class B Notes will be made to the Class A Noteholders and the Class B Noteholders, as applicable, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 Noteholders, until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (D) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (E) to the Class B Noteholders, until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; (v) to the Class C Noteholders, the Monthly Interest Amount Payable in respect of the Class C Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class C Notes pro rata based on their respective entitlement pursuant to this clause; (vi) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (vii) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (viii) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (ix) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (x) to the Class B Noteholders until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; and (xi) to the Class C Noteholders until the Outstanding Principal Balance of the Class C Notes has been reduced to zero. (c) Following an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, any amounts withdrawn from the Reserve Account on the related Transfer Date and Available Amounts shall be applied in the following order of priority, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of the entire amount due on account of principal or interest, upon presentation of the Notes and surrender thereof: (i) to pay the Indenture Trustee, for all amounts due under Section 6.7; (ii) to pay the Administrator, all accrued and unpaid Administration Fees; (iii) to the Class A Noteholders, pro rata, to pay the Monthly Interest Amount Payable on each Class of A Notes; (iv) to the Class A-1 Noteholders, in respect of principal until the Class A-1 Noteholders are paid in full; (v) to the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, pro rata, in respect of principal until the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, are paid in full; (vi) to the Class B Noteholders, to pay the Monthly Interest Amount Payable on the Class B Notes; (vii) to the Class B Noteholders, pro rata, in respect of principal until the Class B Noteholders are paid in full; (viii) to the Class C Noteholders to pay the Monthly Interest Amount Payable on the Class C Notes; (ix) to the Class C Noteholders, pro rata, in respect of principal until the Class C Noteholders are paid in full; and (x) to the Issuer the remaining balance, if any. (d) The Indenture Trustee may fix a special record date and special payment date for any payment to Noteholders pursuant to this Section. At least fifteen (15) days before such special record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the special record date, the special payment date and the amount to be paid. (e) All Class A Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A Notes shall be made in accordance with the priorities set forth in this Section 8.3. (f) All Class B Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class B Notes shall be made pro rata among all Outstanding Class B Notes, without preference or priority of any kind. (g) All Class C Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class C Notes shall be made pro rata among all Outstanding Class C Notes, without preference or priority of any kind.

Priority of Payments. (a) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee Fees and reimbursement of any Servicing AdvanceAdvances, Available Amounts plus from any amounts withdrawn from the Reserve Account on the related Transfer Date pursuant to Section 8.4and Available Amounts, payments shall be paid by the Indenture Trustee (based solely on the information set forth in the related Servicer’s Certificate and the report provided to the Indenture Trustee pursuant to Section 8.5) made in the following order of priority: (i) to the Indenture Trustee, amounts payable to the Indenture Trustee pursuant to Section 6.7 of the Indenture for the related Collection Period, provided that, except after the occurrence and during the continuance of an Event of Default, the aggregate amounts payable other than in respect of fees and expenses shall not exceed $75,000 during any calendar year; (ii) to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods in accordance with the Administration Agreement; (iii) to the Swap Counterparty any Swap Payments Outgoing in accordance with the Swap Agreement; (iv) to pay with the same priority and ratably in proportion to the Outstanding Principal Balance of the Class A Notes and the amount of any Swap Termination Payment due and payable by the Issuer to the Swap Counterparty: (1) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class A Notes;; and (iv2) to the Note Distribution AccountSwap Counterparty, principal any Swap Termination Payments payable on the Notes in an amount equal to the excessSwap Counterparty upon the termination of the Swap Agreement; provided that if any amounts allocable to the Class A Notes are not needed to pay interest due on such Class A Notes as of such Payment Date, such amounts will be applied to pay the portion, if any, of the Outstanding Principal Balance of the Class A Notes as of the immediately preceding any Swap Termination Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection Periodremaining unpaid; (v) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class B Notes; (vi) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Outstanding Principal Balance of the Class A Notes and the Class B Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection Period; (vii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class C Notes; (viiivii) to the Note Distribution Account, principal payable on the Notes in an amount equal to the amount, if any, amount by which the Note Balance of all the Notes then Outstanding outstanding exceeds the excess of (x) the Aggregate Receivable Value Pool Balance at the end of the related Collection Period over (y) the Overcollateralization Amount (after giving effect to any payments on such Payment Date under clauses (iv) and (vi) aboveAmount; (ixviii) to the Note Distribution Account, 50% of the Excess Spread Amount, if any; (xix) to the Reserve Account, the amount, if any, required to be deposited in the Reserve Account pursuant to Section 8.4(c); (xix) to the Indenture Trustee, any amounts payable to the Indenture Trustee pursuant to Section 6.7 of the Indenture to the extent not previously reimbursed; and (xiixi) to the Issuer, the remaining balance, if any. (b) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, payments on the Notes shall be paid by transferring funds on deposit in the Note Distribution Account shall be paid in the following order of priority: (i) to the Class A-1 Noteholders, Class A-2 A-2a Noteholders, Class A-3 A-2b Noteholders, Class A-3a Noteholders, Class A-3b Noteholders and the Class A-4 Noteholders, an amount equal to the Monthly Interest Amount Payable in respect of the Class A-1 Notes, Class A-2 A-2a Notes, Class A-3 A-2b Notes, Class A3a Notes, Class A-3b Notes and Class A-4 Notes, Notes for the Interest Accrual Period immediately preceding such Payment Date, together with any such amounts that accrued in respect of prior Interest Accrual Periods for which no payment was previously made; provided, that if funds on deposit in the Note Distribution Account Available Amounts remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds Available Amounts shall be allocable to the Holders of the Class A-1 Notes, Class A-2 A-2a Notes, Class A-3 Notes and Class A-4 A-2b Notes, pro rata based upon the aggregate amount of interest due to each class;Class A3a Notes, Class A-3b Notes (ii) to the Class A B Noteholders, the amounts payable under Section 8.3(a)(iv) above, if any, Monthly Interest Amount Payable in respect of the Class A B Notes; provided, that if the Available Amounts remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining Available Amounts shall be paid to the Holders of Class B Notes will be made pro rata based on their respective entitlement pursuant to this clause; (iii) to the Class A C Noteholders, the Monthly Interest Amount Payable in respect of the following order Class C Notes; provided, that if the Available Amounts remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining Available Amounts shall be paid to the Holders of priority:Class C Notes pro rata based on their respective entitlement pursuant to this clause; (Aiv) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (Bv) to the Class A-2 NoteholdersA-2a Noteholders and the Class A-2b Noteholders (pro rata based on the Outstanding Principal Balances of the Class A-2a Notes and the Class A-2b Notes), until the Outstanding Principal Balance Balances of the Class A-2 A-2a Notes has and the Class A-2b Notes have been reduced to zero; (Cvi) to the Class A-3 A-3a Noteholders and the Class A-3b Noteholders (pro rata based on the Outstanding Principal Balances of the Class A-3a Notes and the Class A-3b Notes), until the Outstanding Principal Balance Balances of the Class A-3 A-3a Notes has been reduced to zero; and (D) to and the Class A-4 until the Outstanding Principal Balance of the Class A-4 A-3b Notes has have been reduced to zero; (iii) to the Class B Noteholders, the Monthly Interest Amount Payable in respect of the Class B Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class B Notes pro rata based on their respective entitlement pursuant to this clause; (iv) to the Class A Noteholders and the Class B Noteholders, the amounts payable under Section 8.3(a)(vi) above, if any, in respect of the Class A Notes and the Class B Notes will be made to the Class A Noteholders and the Class B Noteholders, as applicable, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 Noteholders, until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (Dvii) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (E) to the Class B Noteholders, until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; (v) to the Class C Noteholders, the Monthly Interest Amount Payable in respect of the Class C Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class C Notes pro rata based on their respective entitlement pursuant to this clause; (vi) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (vii) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (viii) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (ix) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (x) to the Class B Noteholders until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; and (xiix) to the Class C Noteholders until the Outstanding Principal Balance of the Class C Notes has been reduced to zero. (c) Following an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee Fees and reimbursement of any Servicing AdvanceAdvances, any amounts withdrawn from the Reserve Account on the related Transfer Date and Available Amounts shall will be applied in the following order of priority, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of the entire amount due on account of principal or interest, upon presentation of the Notes and surrender thereof: (i) to pay the Indenture Trustee, for all amounts due under Section 6.7; (ii) to pay the Administrator, all accrued and unpaid Administration Fees; (iii) to pay the Swap Counterparty any Swap Payments Outgoing; (iv) to pay with the same priority and ratably in proportion to the Outstanding Principal Balance of the Class A Noteholders, pro rata, Notes and the amount of any Swap Termination Payment due and payable by the Issuer to pay the Swap Counterparty: (A) the Monthly Interest Amount Payable on each class of Class A Notes during the prior Interest Accrual Period, plus any amount of interest on the Class A Notes;Notes that was not paid when due (and, to the extent permitted by law, any interest on that unpaid amount); and (ivB) any Swap Termination Payments payable to the Swap Counterparty due under the Swap Agreement; provided that if any amounts allocable to the Class A-1 NoteholdersA Notes are not needed to pay interest due on such Class A Notes as of such payment date, in respect such amounts will be applied to pay the portion, if any, of principal until the Class A-1 Noteholders are paid in fullany Swap Termination Payment remaining unpaid; (v) to the Class A-2 Noteholders, the Class A-3 A Noteholders and the Class A-4 Noteholders, pro rata, rata in respect of principal until the Class A-2 Noteholders, the Class A-3 A Noteholders and the Class A-4 Noteholders, are paid in full; (vi) to the Class B Noteholders, to pay the Monthly Interest Amount Payable on the Class B NotesNotes during the prior interest period, plus any amount of interest on the Class B Notes that was not paid when due (and, to the extent permitted by law, any interest on that unpaid amount); (vii) to the Class B Noteholders, pro rata, Noteholders in respect of principal until the Class B Noteholders are paid in full; (viii) to the Class C Noteholders to pay the Monthly Interest Amount Payable on the Class C NotesNotes during the prior interest period, plus any amount of interest on the Class C Notes that was not paid when due (and, to the extent permitted by law, any interest on that unpaid amount); (ix) to the Class C Noteholders, pro rata, Noteholders in respect of principal until the Class C Noteholders are paid in full; and (x) to the Issuer the remaining balance, if any. (d) The Indenture Trustee may fix a special record date and special payment date for any payment to Noteholders pursuant to this Section. At least fifteen (15) 15 days before such special record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the special record date, the special payment date and the amount to be paid. (e) All Class A Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A Notes shall be made in accordance with the priorities set forth in this Section 8.3. (f) All Class B Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class B Notes shall be made pro rata among all Outstanding Class B Notes, without preference or priority of any kind. (g) All Class C Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class C Notes shall be made pro rata among all Outstanding Class C Notes, without preference or priority of any kind.

Priority of Payments. On or before each Deficiency Claim Date with respect to any Series, the Collateral Agent will make the following calculations on the basis of information (aincluding, without limitation, the amount of any Deficiency Claim Amount with respect to any Series) On received pursuant to Section 4.11 of the applicable Securitization Agreement (or other section referenced in the related Series Supplement), with respect to each Payment Date prior to such Series from the Servicer thereunder; provided, however, that if the Collateral Agent receives notice from Financial Security of the occurrence of an Insurance Agreement Event of Default and acceleration with respect to any Series, such notice shall be determinative for the purposes of determining the maturity of Requisite Amount for such Series: FIRST, determine the Notes, after amounts to be on deposit in the payment respective Spread Accounts (taking into account amounts to be deposited into the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, Available Amounts plus any amounts withdrawn from the Reserve Account related Spread Accounts) on the related Transfer next succeeding Distribution Date pursuant which will be available to Section 8.4satisfy any Deficiency Claim Amount. SECOND, payments shall be paid by the Indenture Trustee (based solely on the information set forth in the related Servicer’s Certificate and the report provided to the Indenture Trustee pursuant to Section 8.5) in the following order of priority: determine (i) to the Indenture Trustee, amounts payable to the Indenture Trustee pursuant to Section 6.7 for the related Collection Period, provided that, except after the occurrence and during the continuance of an Event of Default, the aggregate amounts payable other than in respect of fees and expenses shall not exceed $75,000 during any calendar year; (ii) to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods in accordance with the Administration Agreement; (iii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class A Notes; (iv) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excessamounts, if any, of the Outstanding Principal Balance of the Class A Notes as of the immediately preceding Payment Date to be distributed from each Spread Account related to each Series with respect to which there exists a Deficiency Claim Amount, and (after giving effect to any principal payments made thereon on such Payment Dateii) over the Aggregate Receivable Value at the end of whether, following distribution from the related Collection Period; (v) Spread Accounts to the Note Distribution Accountrespective Trustees for deposit into the respective Collection Account with respect to which there exists a Deficiency Claim Amount, the Monthly Interest a Deficiency Claim Amount Payable on the Class B Notes; (vi) will continue to the Note Distribution Account, principal payable on the Notes in an amount equal exist with respect to the excessone or more Series. THIRD, if any, of a Deficiency Claim Amount will continue to exist with respect to one or more Series other than the Outstanding Principal Balance of Series 1997-1 Notes following the Class A Notes and the Class B Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of distributions from the related Collection Period; (vii) to the Note Distribution AccountSpread Accounts contemplated by paragraph SECOND above, the Monthly Interest Amount Payable on the Class C Notes; (viii) to the Note Distribution Account, principal payable on the Notes in an amount equal to determine the amount, if any, by which the Note Balance of all the Notes then Outstanding exceeds the excess of (x) the Aggregate Receivable Value at the end of the related Collection Period over (y) the Overcollateralization Amount (after giving effect to any payments on such Payment Date under clauses (iv) and (vi) above; (ix) be distributed to the Note Distribution Account, 50% of Trustee with respect to each Series from unrelated Spread Accounts other than the Excess Series 1997-1 Spread Amount, if any; (x) to the Reserve Account, the amount, if any, required to be deposited in the Reserve Account pursuant to Section 8.4(c); (xi) to the Indenture Trustee, any amounts payable to the Indenture Trustee pursuant to Section 6.7 to the extent not previously reimbursed; and (xii) to the Issuer, the remaining balance, if any. (b) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, payments on the Notes shall be paid by transferring funds on deposit in the Note Distribution Account in the following order of priority: (i) to the Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders and Class A-4 Noteholders, an amount equal to the Monthly Interest Amount Payable in respect of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, for the Interest Accrual Period immediately preceding such Payment Date, together with any such amounts that accrued in respect of prior Interest Accrual Periods for which no payment was previously made; provided, that if funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be allocable to the Holders of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, pro rata based upon the aggregate amount of interest due to each class; (ii) to the Class A Noteholders, the amounts payable under Section 8.3(a)(iv) above, if any, in respect of the Class A Notes will be made to the Class A Noteholders, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; and (D) to the Class A-4 until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (iii) to the Class B Noteholders, the Monthly Interest Amount Payable in respect of the Class B Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class B Notes pro rata based on their respective entitlement pursuant to this clause; (iv) to the Class A Noteholders and the Class B Noteholders, the amounts payable under Section 8.3(a)(vi) above, if any, in respect of the Class A Notes and the Class B Notes will be made to the Class A Noteholders and the Class B Noteholders, as applicable, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 Noteholders, until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (D) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (E) to the Class B Noteholders, until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; (v) to the Class C Noteholders, the Monthly Interest Amount Payable in respect of the Class C Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class C Notes pro rata based on their respective entitlement pursuant to this clause; (vi) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (vii) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (viii) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (ix) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (x) to the Class B Noteholders until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; and (xi) to the Class C Noteholders until the Outstanding Principal Balance of the Class C Notes has been reduced to zero. (c) Following an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, any amounts withdrawn from the Reserve Account on the related Transfer Date and Available Amounts shall be applied in the following order of priority, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of the entire amount due on account of principal or interest, upon presentation of the Notes and surrender thereof: (i) to pay the Indenture Trustee, for all amounts due under Section 6.7; (ii) to pay the Administrator, all accrued and unpaid Administration Fees; (iii) to the Class A Noteholders, pro rata, to pay the Monthly Interest Amount Payable on each Class of A Notes; (iv) to the Class A-1 Noteholders, in respect of principal until the Class A-1 Noteholders are paid in full; (v) to the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, pro rata, in respect of principal until the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, are paid in full; (vi) to the Class B Noteholders, to pay the Monthly Interest Amount Payable on the Class B Notes; (vii) to the Class B Noteholders, pro rata, in respect of principal until the Class B Noteholders are paid in full; (viii) to the Class C Noteholders to pay the Monthly Interest Amount Payable on the Class C Notes; (ix) to the Class C Noteholders, pro rata, in respect of principal until the Class C Noteholders are paid in full; and (x) to the Issuer the remaining balance, if any. (d) The Indenture Trustee may fix a special record date and special payment date for any payment to Noteholders pursuant to this SectionDeficiency Claim Amount(s). At least fifteen (15) days before such special record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the special record date, the special payment date and the amount to be paid. (e) All Class A Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A Notes This determination shall be made in accordance with the priorities distribution priority scheme set forth in Section 3.03(b) below. On such Deficiency Claim Date related to a Series, the Collateral Agent shall deliver a certificate to each Trustee in respect of which the Collateral Agent has received a Deficiency Notice stating the amount, if any, to be distributed to such Trustee on the next Distribution Date in respect of such Deficiency Claim Amount. On each Distribution Date, following the deposit into the respective Spread Accounts of the amounts required to be deposited therein pursuant to the respective Securitization Agreements and if the Trustee has received a Deficiency Notice with respect to one or more such Series, or with respect to priority SIXTH below to the extent the amount referred to therein is due and owing, the Collateral Agent shall make the following distributions in the following order of priority: FIRST, if with respect to any Series there exists a Deficiency Claim Amount, from the Spread Account related to such Series, to the Trustee for deposit in the related Collection Account the amount of such Deficiency Claim Amount. SECOND, if with respect to any Series other than the Series 1997-1 Notes there continues to exist a Deficiency Claim Amount after deposit into the Collection Account of amounts distributed pursuant to priority FIRST of this Section 8.3. (f) All Class B Notes issued under this Indenture shall be 3.03(b), from amounts, if any, on deposit in all respects equally and ratably entitled each unrelated Spread Account other than the Series 1997-1 Spread Account in excess of the related Requisite Amount, an amount in the aggregate up to the benefits hereof without preference, priority or distinction on account aggregate of the actual time or times of authentication and deliveryDeficiency Claim Amounts for all Series other than the Series 1997-1 Notes, all for deposit in the respective Collection Accounts pro rata in accordance with the terms respective Deficiency Claim Amounts. THIRD, if with respect to any Series other than the Series 1997-1 Notes there continues to exist a Deficiency Claim Amount after deposit into the Collection Account of amounts distributed pursuant to priority FIRST and provisions SECOND of this Indenture. Payments of principal and interest on Section 3.03(b), from each unrelated Spread Account other than the Class B Notes shall be made Series 1997-1 Spread Account pro rata among in accordance with amounts on deposit therein, an amount up to the aggregate of the remaining Deficiency Claim Amounts for all Outstanding Class B Series other than the Series 1997-1 Notes, without preference or priority of any kind. (g) All Class C Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of respective Trustees for deposit in the actual time or times of authentication and delivery, all respective Collection Accounts pro rata in accordance with the terms and provisions respective Deficiency Claim Amounts. FOURTH, if with respect to one or more Series other than the Series 1997-1 Notes there exists a Spread Account Shortfall, from amounts, if any, (1) on deposit in each Spread Account other than the Series 1997-1 Spread Account in excess of the related Requisite Amount or (2) on deposit in any Spread Account other than the Series 1997-1 Spread Account with respect to which the Final Termination Date shall have occurred on such Distribution Date or a prior Distribution Date, an amount in the aggregate up to the aggregate of the Spread Account Shortfalls for all Series other than the Series 1997-1 Notes for deposit into each Spread Account other than the Series 1997-1 Spread Account pro rata in accordance with the respective Spread Account Shortfalls. FIFTH, if with respect to one or more Series, amounts have been withdrawn from the related Spread Account pursuant to priority THIRD of this Indenture. Payments Section 3.03(b) on such Distribution Date and/or prior Distribution Dates and such amounts have not been redeposited in full into such Spread Account pursuant to this priority FIFTH (such amounts in the aggregate for a Series "Unreimbursed Amounts"), from amounts, if any, (1) on deposit in each Spread Account other than the Series 1997-1 Spread Account in excess of principal and interest the related Requisite Amount; or (2) on deposit in any Spread Account other than the Class C Notes Series 1997-1 Spread Account with respect to which the Final Termination Date shall be made have occurred on such Distribution Date or a prior Distribution Date, an amount up to the aggregate of the Unreimbursed Amounts for all such Series for deposit into each Spread Account other than the Series 1997-1 Spread Account with respect to which there exist Unreimbursed Amounts pro rata among all Outstanding Class C Notesin accordance with the respective Unreimbursed Amounts. SIXTH, without preference if any amounts are owed to the Trustee, the Collateral Agent or priority Backup Servicer for reasonable out-of-pocket expenses in connection with the administration of the Trust, including the expenses incurred in the transition to a successor Servicer and such amounts have not been paid, then from amounts (if any) on deposit in the related Spread Account, an amount up to the amount so owed, to be paid to the Trustee, the Collateral Agent and the Backup Servicer. SEVENTH, any kindfunds in a Spread Account in excess of the applicable Requisite Amount and any funds in a Spread Account with respect to a Series for which the Final Termination Date shall have occurred after distribution pursuant to priorities FIRST through SIXTH will be released to the Reversionary Holders as provided in the related Securitization Agreement (or, if the related Securitization Agreement does not so provide, to the Transferor), in each case, free and clear of the Lien established hereunder.

Priority of Payments. (a) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee Fees and reimbursement of any Servicing AdvanceAdvances, Available Amounts plus from any amounts withdrawn from the Reserve Account on the related Transfer Date pursuant to Section 8.4and Available Amounts, payments shall be paid by the Indenture Trustee (based solely on the information set forth in the related Servicer’s Certificate and the report provided to the Indenture Trustee pursuant to Section 8.5) made in the following order of priority: (i) to the Indenture Trustee, amounts payable to the Indenture Trustee pursuant to Section 6.7 of the Indenture for the related Collection Period, provided that, except after the occurrence and during the continuance of an Event of Default, the aggregate amounts payable other than in respect of fees and expenses shall not exceed $75,000 during any calendar year; (ii) to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods in accordance with the Administration Agreement; (iii) to the Swap Counterparty any Swap Payments Outgoing in accordance with the Swap Agreement; (iv) to pay with the same priority and ratably in proportion to the Outstanding Principal Balance of the Class A Notes and the amount of any Swap Termination Payment due and payable by the Issuer to the Swap Counterparty: (1) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class A Notes;; and (iv2) to the Note Distribution AccountSwap Counterparty, principal any Swap Termination Payments payable on the Notes in an amount equal to the excessSwap Counterparty upon the termination of the Swap Agreement; provided that if any amounts allocable to the Class A Notes are not needed to pay interest due on such Class A Notes as of such Payment Date, such amounts will be applied to pay the portion, if any, of the Outstanding Principal Balance of the Class A Notes as of the immediately preceding any Swap Termination Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection Periodremaining unpaid; (v) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class B Notes; (vi) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Outstanding Principal Balance of the Class A Notes and the Class B Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection Period; (vii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class C Notes; (viiivii) to the Note Distribution Account, principal payable on the Notes in an amount equal to the amount, if any, amount by which the Note Balance of all the Notes then Outstanding outstanding exceeds the excess of (x) the Aggregate Receivable Value Pool Balance at the end of the related Collection Period over (y) the Overcollateralization Amount (after giving effect to any payments on such Payment Date under clauses (iv) and (vi) aboveAmount; (ixviii) to the Note Distribution Account, 50% of the Excess Spread Amount, if any; (xix) to the Reserve Account, the amount, if any, required to be deposited in the Reserve Account pursuant to Section 8.4(c); (xix) to the Indenture Trustee, any amounts payable to the Indenture Trustee pursuant to Section 6.7 of the Indenture to the extent not previously reimbursed; and (xiixi) to the Issuer, the remaining balance, if any. (b) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, payments on the Notes shall be paid by transferring funds on deposit in the Note Distribution Account shall be paid in the following order of priority: (i) to the Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 A-3a Noteholders and Class-A3b Noteholders (pro rata based on the Outstanding Principal Balances of the Class A-3a Notes and the Class A-3b Notes), and the Class A-4 Noteholders, an amount equal to the Monthly Interest Amount Payable in respect of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes A-3a Notes, Class A-3b Notes, and Class A-4 Notes, Notes for the Interest Accrual Period immediately preceding such Payment Date, together with any such amounts that accrued in respect of prior Interest Accrual Periods for which no payment was previously made; provided, that if funds on deposit in the Note Distribution Account Available Amounts remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds Available Amounts shall be allocable to the Holders of the Class A-1 Notes, Class A-2 Notes, Class A-3 A-3a Notes, Class A-3b Notes and the Class A-4 Notes, Notes pro rata based upon the aggregate amount of interest due to each class; (ii) to the Class A B Noteholders, the amounts payable under Section 8.3(a)(iv) above, if any, Monthly Interest Amount Payable in respect of the Class A B Notes; provided, that if the Available Amounts remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining Available Amounts shall be paid to the Holders of Class B Notes will be made pro rata based on their respective entitlement pursuant to this clause; (iii) to the Class A C Noteholders, the Monthly Interest Amount Payable in respect of the following order Class C Notes; provided, that if the Available Amounts remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining Available Amounts shall be paid to the Holders of priority:Class C Notes pro rata based on their respective entitlement pursuant to this clause; (Aiv) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (Bv) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (Cvi) to the Class A-3 A-3a Noteholders and the Class A-3b Noteholders (pro rata based on the Outstanding Principal Balances of the Class A-3a Notes and the Class A-3b Notes), until the Outstanding Principal Balance Balances of the Class A-3 A-3a Notes has been reduced to zero; and (D) to and the Class A-4 until the Outstanding Principal Balance of the Class A-4 A-3b Notes has have been reduced to zero; (iii) to the Class B Noteholders, the Monthly Interest Amount Payable in respect of the Class B Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class B Notes pro rata based on their respective entitlement pursuant to this clause; (iv) to the Class A Noteholders and the Class B Noteholders, the amounts payable under Section 8.3(a)(vi) above, if any, in respect of the Class A Notes and the Class B Notes will be made to the Class A Noteholders and the Class B Noteholders, as applicable, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 Noteholders, until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (Dvii) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (E) to the Class B Noteholders, until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; (v) to the Class C Noteholders, the Monthly Interest Amount Payable in respect of the Class C Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class C Notes pro rata based on their respective entitlement pursuant to this clause; (vi) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (vii) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (viii) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (ix) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (x) to the Class B Noteholders until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; and (xiix) to the Class C Noteholders until the Outstanding Principal Balance of the Class C Notes has been reduced to zero. (c) Following an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee Fees and reimbursement of any Servicing AdvanceAdvances, any amounts withdrawn from the Reserve Account on the related Transfer Date and Available Amounts shall will be applied in the following order of priority, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of the entire amount due on account of principal or interest, upon presentation of the Notes and surrender thereof: (i) to pay the Indenture Trustee, for all amounts due under Section 6.7; (ii) to pay the Administrator, all accrued and unpaid Administration Fees; (iii) to pay the Swap Counterparty any Swap Payments Outgoing; (iv) to pay with the same priority and ratably in proportion to the Outstanding Principal Balance of the Class A Noteholders, pro rata, Notes and the amount of any Swap Termination Payment due and payable by the Issuer to pay the Swap Counterparty: (A) the Monthly Interest Amount Payable on each class of Class A Notes during the prior Interest Accrual Period, plus any amount of interest on the Class A Notes;Notes that was not paid when due (and, to the extent permitted by law, any interest on that unpaid amount); and (ivB) any Swap Termination Payments payable to the Swap Counterparty due under the Swap Agreement; provided that if any amounts allocable to the Class A-1 NoteholdersA Notes are not needed to pay interest due on such Class A Notes as of such payment date, in respect such amounts will be applied to pay the portion, if any, of principal until the Class A-1 Noteholders are paid in fullany Swap Termination Payment remaining unpaid; (v) to the Class A-2 Noteholders, the Class A-3 A Noteholders and the Class A-4 Noteholders, pro rata, rata in respect of principal until the Class A-2 Noteholders, the Class A-3 A Noteholders and the Class A-4 Noteholders, are paid in full; (vi) to the Class B Noteholders, to pay the Monthly Interest Amount Payable on the Class B NotesNotes during the prior interest period, plus any amount of interest on the Class B Notes that was not paid when due (and, to the extent permitted by law, any interest on that unpaid amount); (vii) to the Class B Noteholders, pro rata, Noteholders in respect of principal until the Class B Noteholders are paid in full; (viii) to the Class C Noteholders to pay the Monthly Interest Amount Payable on the Class C NotesNotes during the prior interest period, plus any amount of interest on the Class C Notes that was not paid when due (and, to the extent permitted by law, any interest on that unpaid amount); (ix) to the Class C Noteholders, pro rata, Noteholders in respect of principal until the Class C Noteholders are paid in full; and (x) to the Issuer the remaining balance, if any. (d) The Indenture Trustee may fix a special record date and special payment date for any payment to Noteholders pursuant to this Section. At least fifteen (15) 15 days before such special record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the special record date, the special payment date and the amount to be paid. (e) All Class A Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A Notes shall be made in accordance with the priorities set forth in this Section 8.3. (f) All Class B Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class B Notes shall be made pro rata among all Outstanding Class B Notes, without preference or priority of any kind. (g) All Class C Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class C Notes shall be made pro rata among all Outstanding Class C Notes, without preference or priority of any kind.

Priority of Payments. Available Funds will be distributed in accordance with the following payment priorities (collectively, the “Priority of Payments”): (a) On each Payment If the Closing Date prior to an Event of Default and acceleration of the maturity of the Notesoccurs, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, Available Amounts plus any amounts withdrawn from the Reserve Account on the related Transfer Date pursuant to Section 8.4Final Settlement Date, payments shall be paid by the Indenture Trustee (based solely on the information set forth in the related Servicer’s Certificate and the report provided to the Indenture Trustee pursuant to Section 8.5) in the following order of priority: (i) to the Indenture Trusteepayment of (x) fees, costs and expenses payable by the Issuer to the Warehouse Collateral Administrator or the Trustee and (y) any indemnities payable by the Issuer under this Agreement or the Warehouse Collateral Administration Agreement; provided that the sum of the amounts payable to the Indenture Trustee pursuant to Section 6.7 for the related Collection Period, provided that, except after the occurrence and during the continuance of an Event of Default, the aggregate amounts payable other than in respect of fees and expenses this clause (y) shall not exceed $75,000 during any calendar year150,000; (ii) to the AdministratorSenior Noteholders, the Administration Fee Senior Note Interest due and all unpaid Administration Fees from prior Collection Periods in accordance with payable on the Administration AgreementSenior Note(s); (iii) to the Note Distribution AccountSenior Noteholders, the Monthly Interest Outstanding Senior Note Amount Payable on as the Class A Notesredemption price of the Senior Note(s); (iv) to the Note Distribution Account, principal payment of any amounts payable on by the Notes in an amount equal Issuer under this Agreement or the Warehouse Collateral Administration Agreement not paid pursuant to the excess, if any, clause (i) above as a result of the Outstanding Principal Balance of the Class A Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection Periodlimitation set forth therein; (v) to each of the Junior Noteholders, pro rata based on the Outstanding Junior Note Distribution AccountAmount of its Junior Notes to the extent of amounts available under this clause (v), the Monthly Interest Amount Payable on Positive Carry due and payable to the Class B Junior Notes; (vi) to each of the Note Distribution AccountJunior Noteholders, principal payable pro rata and pari passu based on the Notes in an amount equal to Outstanding Junior Note Amount of its Junior Notes, the excess, if any, aggregate Outstanding Junior Note Amount as the redemption price of the Outstanding Principal Balance of the Class A Notes and the Class B Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection Period;Junior Notes; and (vii) subject to Section 4.2, all remaining Available Funds will be retained by the Note Distribution AccountIssuer. For the avoidance of doubt, if the Monthly Interest Amount Payable Closing Date occurs, organizational expenses, fees and expenses (including indemnification payments) payable by the Issuer under this Agreement or the Warehouse Collateral Administration Agreement and any other expenses of the Issuer will be paid from the proceeds of the CLO Securities, or in the case of indemnification payments that become payable after the Closing Date, under the terms of the indenture entered into by the Issuer on the Class C Notes; (viii) to Closing Date. Any Net Trading Losses shall be for the Note Distribution Account, principal payable on the Notes in an amount equal to the amount, if any, by which the Note Balance of all the Notes then Outstanding exceeds the excess of (x) the Aggregate Receivable Value at the end account of the related Collection Period over (y) the Overcollateralization Amount (after giving effect to any payments on such Payment Date under clauses (iv) and (vi) above; (ix) to the Note Distribution Account, 50% of the Excess Spread Amount, if any; (x) to the Reserve Account, the amount, if any, required to be deposited in the Reserve Account pursuant to Section 8.4(c); (xi) to the Indenture Trustee, any amounts payable to the Indenture Trustee pursuant to Section 6.7 to the extent not previously reimbursed; and (xii) to the Issuer, the remaining balance, if any. (b) On each Payment Date prior to an If a Liquidation Event of Default and acceleration of the maturity of the Notesoccurs, payments on the Notes shall be paid by transferring funds on deposit in the Note Distribution Account Final Settlement Date, in the following order of priority: (i) except to the Class A-1 Noteholdersextent paid by the Arranger or the Portfolio Manager under the Engagement Letter, Class A-2 Noteholders, Class A-3 Noteholders and Class A-4 Noteholders, an amount equal to the Monthly Interest Amount Payable in respect payment of any accrued and unpaid fees and expenses of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes Warehouse Collateral Administrator under the Warehouse Collateral Administration Agreement and Class A-4 Notes, for the Interest Accrual Period immediately preceding such Payment Date, together with Trustee (including all costs of liquidation and any such amounts that accrued in respect of prior Interest Accrual Periods for which no payment was previously made; provided, that if funds on deposit in indemnification payments due and payable by the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be allocable Issuer to the Holders of Warehouse Collateral Administrator and the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, pro rata based upon the aggregate amount of interest due to each classTrustee); (ii) to the Class A Senior Noteholders, the amounts Senior Note Interest due and payable under Section 8.3(a)(iv) above, if any, in respect of on the Class A Notes will be made to the Class A Noteholders, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; and (D) to the Class A-4 until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zeroSenior Note(s); (iii) to the Class B Senior Noteholders, the Monthly Interest Outstanding Senior Note Amount Payable in respect as the redemption price of the Class B Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class B Notes pro rata based on their respective entitlement pursuant to this clauseSenior Note(s); (iv) except to the Class A Noteholders extent paid under the Engagement Letter and the Class B Noteholders, the amounts payable under Section 8.3(a)(viif not paid pursuant to clause (i) above, if any, in respect to the payment of any costs and expenses (including indemnity amounts) of the Class A Notes and Issuer relating to this Agreement or the Class B Notes will be made to the Class A Noteholders and the Class B Noteholders, as applicable, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 Noteholders, until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (D) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (E) to the Class B Noteholders, until the Outstanding Principal Balance of the Class B Notes has been reduced to zeroWarehouse Collateral Administration Agreement; (v) to each of the Class C Junior Noteholders, pro rata and pari passu based on the Monthly Interest Outstanding Junior Note Amount Payable in respect of its Junior Notes to the Class C extent of amounts available under this clause (v), the Positive Carry due and payable to the Junior Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class C Notes pro rata based on their respective entitlement pursuant to this clause;and (vi) to the Class A-1 Noteholders, until the Outstanding Principal Balance each of the Class A-1 Notes has been reduced to zero; (vii) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (viii) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (ix) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (x) to the Class B Noteholders until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; and (xi) to the Class C Noteholders until the Outstanding Principal Balance of the Class C Notes has been reduced to zero. (c) Following an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, any amounts withdrawn from the Reserve Account on the related Transfer Date and Available Amounts shall be applied in the following order of priority, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of the entire amount due on account of principal or interest, upon presentation of the Notes and surrender thereof: (i) to pay the Indenture Trustee, for all amounts due under Section 6.7; (ii) to pay the Administrator, all accrued and unpaid Administration Fees; (iii) to the Class A Junior Noteholders, pro rata, to pay the Monthly Interest Amount Payable on each Class of A Notes; (iv) to the Class A-1 Noteholders, in respect of principal until the Class A-1 Noteholders are paid in full; (v) to the Class A-2 Noteholders, the Class A-3 Noteholders rata and the Class A-4 Noteholders, pro rata, in respect of principal until the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, are paid in full; (vi) to the Class B Noteholders, to pay the Monthly Interest Amount Payable pari passu based on the Class B Outstanding Junior Note Amount of its Junior Notes; (vii) to the Class B Noteholders, pro rata, in respect of principal until the Class B Noteholders are paid in full; (viii) to the Class C Noteholders to pay the Monthly Interest Amount Payable on the Class C Notes; (ix) to the Class C Noteholders, pro rata, in respect of principal until the Class C Noteholders are paid in full; and (x) to the Issuer the remaining balance, if any. (d) The Indenture Trustee may fix a special record date and special payment date for any payment to Noteholders pursuant to this Section. At least fifteen (15) days before such special record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the special record date, the special payment date and the amount to be paid. (e) All Class A Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A Notes shall be made in accordance with the priorities set forth in this Section 8.3remaining Available Funds. (f) All Class B Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class B Notes shall be made pro rata among all Outstanding Class B Notes, without preference or priority of any kind. (g) All Class C Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class C Notes shall be made pro rata among all Outstanding Class C Notes, without preference or priority of any kind.

Priority of Payments. (a) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee Fees and reimbursement of any Servicing AdvanceAdvances, Available Amounts plus from any amounts withdrawn from the Reserve Account on the related Transfer Date pursuant to Section 8.4and Available Amounts, payments shall be paid by the Indenture Trustee (based solely on the information set forth in the related Servicer’s Certificate and the report provided to the Indenture Trustee pursuant to Section 8.5) made in the following order of priority: (i) to the Indenture Trustee, amounts payable to the Indenture Trustee pursuant to Section 6.7 of the Indenture for the related Collection Period, provided that, except after the occurrence and during the continuance of an Event of Default, the aggregate amounts payable other than in respect of fees and expenses shall not exceed $75,000 during any calendar year; (ii) to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods in accordance with the Administration Agreement; (iii) to the Swap Counterparty any Swap Payments Outgoing in accordance with the Swap Agreement; (iv) to pay with the same priority and ratably in proportion to the Outstanding Principal Balance of the Class A Notes and the amount of any Swap Termination Payment due and payable by the Issuer to the Swap Counterparty: (1) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class A Notes;; and (iv2) to the Note Distribution AccountSwap Counterparty, principal any Swap Termination Payments payable on the Notes in an amount equal to the excessSwap Counterparty upon the termination of the Swap Agreement; provided that if any amounts allocable to the Class A Notes are not needed to pay interest due on such Class A Notes as of such Payment Date, such amounts will be applied to pay the portion, if any, of the Outstanding Principal Balance of the Class A Notes as of the immediately preceding any Swap Termination Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection Periodremaining unpaid; (v) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class B Notes; (vi) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Outstanding Principal Balance of the Class A Notes and the Class B Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection Period; (vii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class C Notes; (viiivii) to the Note Distribution Account, principal payable on the Notes in an amount equal to the amount, if any, amount by which the Note Balance of all the Notes then Outstanding outstanding exceeds the excess of (x) the Aggregate Receivable Value Pool Balance at the end of the related Collection Period over (y) the Overcollateralization Amount (after giving effect to any payments on such Payment Date under clauses (iv) and (vi) aboveAmount; (ixviii) to the Note Distribution Account, 50% of the Excess Spread Amount, if any; (xix) to the Reserve Account, the amount, if any, required to be deposited in the Reserve Account pursuant to Section 8.4(c); (xix) to the Indenture Trustee, any amounts payable to the Indenture Trustee pursuant to Section 6.7 of the Indenture to the extent not previously reimbursed; and (xiixi) to the Issuer, the remaining balance, if any. (b) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, payments on the Notes shall be paid by transferring funds on deposit in the Note Distribution Account shall be paid in the following order of priority: (i) to the Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders and the Class A-4 Noteholders, an amount equal to the Monthly Interest Amount Payable in respect of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, Notes for the Interest Accrual Period immediately preceding such Payment Date, together with any such amounts that accrued in respect of prior Interest Accrual Periods for which no payment was previously made; provided, that if funds on deposit in the Note Distribution Account Available Amounts remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds Available Amounts shall be allocable to the Holders of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and the Class A-4 Notes, Notes pro rata based upon the aggregate amount of interest due to each class; (ii) to the Class A B Noteholders, the amounts payable under Section 8.3(a)(iv) above, if any, Monthly Interest Amount Payable in respect of the Class A B Notes; provided, that if the Available Amounts remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining Available Amounts shall be paid to the Holders of Class B Notes will be made pro rata based on their respective entitlement pursuant to this clause; (iii) to the Class A C Noteholders, the Monthly Interest Amount Payable in respect of the following order Class C Notes; provided, that if the Available Amounts remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining Available Amounts shall be paid to the Holders of priority:Class C Notes pro rata based on their respective entitlement pursuant to this clause; (Aiv) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (Bv) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; and (D) to the Class A-4 until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (iii) to the Class B Noteholders, the Monthly Interest Amount Payable in respect of the Class B Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class B Notes pro rata based on their respective entitlement pursuant to this clause; (iv) to the Class A Noteholders and the Class B Noteholders, the amounts payable under Section 8.3(a)(vi) above, if any, in respect of the Class A Notes and the Class B Notes will be made to the Class A Noteholders and the Class B Noteholders, as applicable, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (Cvi) to the Class A-3 Noteholders, until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (Dvii) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (E) to the Class B Noteholders, until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; (v) to the Class C Noteholders, the Monthly Interest Amount Payable in respect of the Class C Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class C Notes pro rata based on their respective entitlement pursuant to this clause; (vi) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (vii) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (viii) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (ix) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (x) to the Class B Noteholders until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; and (xiix) to the Class C Noteholders until the Outstanding Principal Balance of the Class C Notes has been reduced to zero. (c) Following an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee Fees and reimbursement of any Servicing AdvanceAdvances, any amounts withdrawn from the Reserve Account on the related Transfer Date and Available Amounts shall will be applied in the following order of priority, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of the entire amount due on account of principal or interest, upon presentation of the Notes and surrender thereof: (i) to pay the Indenture Trustee, for all amounts due under Section 6.7; (ii) to pay the Administrator, all accrued and unpaid Administration Fees; (iii) to pay the Swap Counterparty any Swap Payments Outgoing; (iv) to pay with the same priority and ratably in proportion to the Outstanding Principal Balance of the Class A Noteholders, pro rata, Notes and the amount of any Swap Termination Payment due and payable by the Issuer to pay the Swap Counterparty: (A) the Monthly Interest Amount Payable on each class of Class A Notes during the prior Interest Accrual Period, plus any amount of interest on the Class A Notes;Notes that was not paid when due (and, to the extent permitted by law, any interest on that unpaid amount); and (ivB) any Swap Termination Payments payable to the Swap Counterparty due under the Swap Agreement; provided that if any amounts allocable to the Class A-1 NoteholdersA Notes are not needed to pay interest due on such Class A Notes as of such payment date, in respect such amounts will be applied to pay the portion, if any, of principal until the Class A-1 Noteholders are paid in fullany Swap Termination Payment remaining unpaid; (v) to the Class A-2 Noteholders, the Class A-3 A Noteholders and the Class A-4 Noteholders, pro rata, rata in respect of principal until the Class A-2 Noteholders, the Class A-3 A Noteholders and the Class A-4 Noteholders, are paid in full; (vi) to the Class B Noteholders, to pay the Monthly Interest Amount Payable on the Class B NotesNotes during the prior interest period, plus any amount of interest on the Class B Notes that was not paid when due (and, to the extent permitted by law, any interest on that unpaid amount); (vii) to the Class B Noteholders, pro rata, Noteholders in respect of principal until the Class B Noteholders are paid in full; (viii) to the Class C Noteholders to pay the Monthly Interest Amount Payable on the Class C NotesNotes during the prior interest period, plus any amount of interest on the Class C Notes that was not paid when due (and, to the extent permitted by law, any interest on that unpaid amount); (ix) to the Class C Noteholders, pro rata, Noteholders in respect of principal until the Class C Noteholders are paid in full; and (x) to the Issuer the remaining balance, if any. (d) The Indenture Trustee may fix a special record date and special payment date for any payment to Noteholders pursuant to this Section. At least fifteen (15) 15 days before such special record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the special record date, the special payment date and the amount to be paid. (e) All Class A Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A Notes shall be made in accordance with the priorities set forth in this Section 8.3. (f) All Class B Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class B Notes shall be made pro rata among all Outstanding Class B Notes, without preference or priority of any kind. (g) All Class C Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class C Notes shall be made pro rata among all Outstanding Class C Notes, without preference or priority of any kind.