Common use of Trust Accounts; Distributions Clause in Contracts

Trust Accounts; Distributions. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee for the benefit of the Noteholders, or the Co-Owner Trustee for the benefit of the Certificateholders, the Trust Accounts as provided in Article V of the Sale and Servicing Agreement. The Indenture Trustee or Co-Owner Trustee shall deposit amounts into each of the Trust Accounts in accordance with the terms hereof, the Sale and Servicing Agreement and the Servicer's Monthly Remittance Report. (b) On the Business Day prior to each Distribution Date, the Indenture Trustee shall withdraw from the Collection Account, pursuant to Section 5.01(b)(2) of the Sale and Servicing Agreement, the Available Collection Amount and shall deposit such amount into the Note Distribution Account. No later than the second Business Day prior to each Distribution Date, to the extent funds are available in the Note Distribution Account, the Indenture Trustee shall either retain funds in the Note Distribution Account or make the withdrawals from the Note Distribution Account and deposits into the other Trust Accounts for distribution on such Distribution Date as required pursuant to Section 5.01(c) of the Sale and Servicing Agreement. (c) On each Distribution Date and Redemption Date, to the extent funds are available in the Note Distribution Account, the Indenture Trustee shall make the following distributions from the amounts on deposit in the Note Distribution Account in the following order of priority (except as otherwise provided in Section 5.04(c) hereof): --------------- (A) to the Servicer, an amount equal to the Servicing Compensation (net of any amounts retained prior to deposit into the Collection Account pursuant to Section 5.01(b)(1) of the Sale and Servicing Agreement) and all unpaid Servicing Compensation from prior due periods, (B) to the Indenture Trustee, an amount equal to the Indenture Trustee Fee and all unpaid Indenture Trustee Fees from prior Due Periods, (C) to the Owner Trustee, an amount equal to the Owner Trustee Fee and all unpaid Owner Trustee Fees from prior Due Periods, and (D) to the Custodian, an amount equal to the Custodian Fee and all unpaid Custodian Fees from prior Due Periods; and (ii) to the Noteholders, the amounts set forth in Sections 5.01(d) and (e) of the Sale and Servicing Agreement. (d) On each Distribution Date and each Redemption Date, to the extent of the interest of the Indenture Trustee in the Certificate Distribution Account (as described in Section 5.03(a) of the Sale and Servicing Agreement), the Indenture Trustee hereby authorizes the Owner Trustee, the Co-Owner Trustee or the Paying Agent, as applicable, to make the distributions from the Certificate Distribution Account as required pursuant to Sections 5.01(d) and (e) of the Sale and Servicing Agreement.

Trust Accounts; Distributions. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee for the benefit of the Noteholders, or on behalf of the Co-Owner Trustee for the benefit of the CertificateholdersSecurityholders, the Trust Accounts as provided in Article V of the Sale and Servicing Agreement. The Indenture Trustee or Co-Owner Trustee shall deposit amounts into each of the Trust Accounts in accordance with the terms hereof, the Sale and Servicing Agreement and the Servicer's Monthly Remittance Report. (b) On the second Business Day prior to each Distribution Date, the Indenture Trustee shall withdraw from the Collection Account, pursuant to Section 5.01(b)(2) of the Sale and Servicing Agreement, the Available Collection Amount and shall deposit such amount into the Note Distribution Account. No later than the second Business Day prior to On each Distribution Date, to the extent funds are available in the Note Distribution Account, the Indenture Trustee shall either retain funds in the Note Distribution Account for distribution on such day or make the withdrawals from the Note Distribution Account and deposits into the other Trust Accounts Certificate Distribution Account for distribution on such Distribution Date as required pursuant to Section 5.01(c) of the Sale and Servicing Agreement. (c) On each Distribution Date and Redemption Date, to the extent funds are available in the Note Distribution Account, the Indenture Trustee shall make the following distributions from the amounts on deposit in the Note Distribution Account in the following order of priority (except as otherwise provided in Section 5.04(c) hereof): ---------------): (i) (A) to the Servicer, an amount equal (i) to the Servicing Compensation (net of any amounts retained prior to deposit into the Collection Account pursuant to Section 5.01(b)(1) of the Sale and Servicing Agreement) and all unpaid Servicing Compensation from prior due periodsDistribution Dates and (ii) all Nonrecoverable Servicing Advances not previously reimbursed, (B) to the Indenture Trustee, an amount equal to the Indenture Trustee Fee and all unpaid Indenture Trustee Fees from prior Due PeriodsDistribution Dates, (C) to the Servicer, in trust for the Owner Trustee, an amount equal to the Owner Trustee Fee and all unpaid Owner Trustee Fees from prior Due Periods, and (D) to the Custodian, an amount equal to the Custodian Fee Fee, if any, and all unpaid Custodian Fees from prior Due PeriodsDistribution Dates; and (ii) to the Noteholders, the amounts set forth in Sections 5.01(d) and (e) of the Sale and Servicing Agreement. (d) On each Distribution Date and each Redemption Date, to the extent of the interest of the Indenture Trustee in the Certificate Distribution Account (as described in Section 5.03(a) of the Sale and Servicing Agreement), the Indenture Trustee hereby authorizes the Owner Trustee, the Co-Owner Trustee or the Paying Agent, as applicable, to make the distributions from the Certificate Distribution Account as required pursuant to Sections 5.01(d) and (e) of the Sale and Servicing Agreement.

Trust Accounts; Distributions. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee for the benefit of the Noteholders, or the Co-Owner Trustee for the benefit of the Certificateholders, the Trust Accounts as provided in Article ARTICLE V of the Sale and Servicing Agreement. The Indenture Trustee or Co-Co- Owner Trustee shall deposit amounts into each of the Trust Accounts in accordance with the terms hereof, the Sale and Servicing Agreement and the Servicer's Monthly Remittance Report. (b) On or before the third Business Day prior to each Distribution Date, the Indenture Trustee shall withdraw from the Collection Account, the Pre-Funding Account, the Capitalized Interest Account and the Reserve Account, as applicable, the Available Collection Amount and the Reserve Account Withdrawal Amount, if any, with respect to the preceding Due Period pursuant to Section 5.01(b)(2) of the Sale and Servicing Agreement, the Available Collection Amount Agreement and shall will deposit such amount into the Note Distribution Account. No later than the second Business Day prior to each Distribution Date, to the extent funds are available in the Note Distribution Account, the Indenture Trustee shall either retain funds in the Note Distribution Account or make the withdrawals from the Note Distribution Account and deposits into the other Trust Accounts for distribution on such Distribution Date as required pursuant to Section 5.01(c) of the Sale and Servicing Agreement. (c) On each Distribution Date and Redemption Date, to the extent funds are available in the Note Distribution Account, the Indenture Trustee shall make the following distributions from the amounts on deposit in the Note Distribution Account in the following order of priority (except as otherwise provided in Section 5.04(c5.4(b)): (i) hereof): --------------- (A) to the Servicer, an amount equal to the Servicing Compensation (net of any amounts retained prior to deposit into the Collection Account pursuant to Section 5.01(b)(1) of the Sale and Servicing Agreement) and all unpaid Servicing Compensation from prior due periods, (B) to the [Securities Insurer], an amount equal to the Guaranty Insurance Premium and all unpaid Guaranty Insurance Premiums from prior Due Periods, (C) to the Indenture Trustee, an amount equal to the Indenture Trustee Fee and all unpaid Indenture Trustee Fees from prior Due Periods, (CD) to the Owner Trustee, an amount equal to the Owner Trustee Fee and all unpaid Owner Trustee Fees from prior Due Periods, and (DE) to the Custodian, an amount equal to the Custodian Fee and all unpaid Custodian Fees from prior Due Periods; and; (ii) only to the Noteholders, extent of funds withdrawn from the amounts set forth Pre- Funding Account and deposited in Sections 5.01(dthe Note Distribution Account by the Indenture Trustee pursuant to Section 5.03(c) of the Sale and Servicing Agreement (enet of any amount deposited in the Certificate Distribution Account from the Note Distribution Account for distribution to Certificateholders pursuant to Subsection 5.01(c)(ii) of the Sale and Servicing Agreement), pro rata, to the Holders of the Class A-1 Notes, the Holders of the Class A-2 Notes, the Holders of the Class A-3 Notes, the Holders of the Class A-4 Notes, the Holders of the Class A-5 Notes, the Holders of the Class A-6 Notes, the Holders of the Class A-7 Notes and the Holders of the Class A-8 Notes based on the Class Principal Balance of each such Class, in each case to reduce the Class Principal Balance of each such Class; provided that if the amount of such funds equals or is less than $50,000, then such amount shall be distributed sequentially to the Holders of each Class of Notes, in ascending order of their respective Class designations, to reduce the respective Class Principal Balances thereof; (iii) to the Holders of each Class of the Notes, the Noteholders' Interest Distributable Amount for such Distribution Date; provided, that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on the Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on the Notes pro rata on the basis of the total such interest due on the Notes; (iv) to the Holders of the Class A-1 Notes, the Noteholders' Principal Distributable Amount until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (v) to the Holders of the Class A-2 Notes, the remaining Noteholders' Principal Distributable Amount after distributions pursuant to clause (iv) above until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (vi) to the Holders of the Class A-3 Notes, the remaining Noteholders' Principal Distributable Amount after distributions pursuant to clauses (iv) and (v) above until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (vii) to the Holders of the Class A-4 Notes, the remaining Noteholders' Principal Distributable Amount after distributions pursuant to clauses (iv) through (vi) above until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (viii) to the Holders of the Class A-5 Notes, the remaining Noteholders' Principal Distributable Amount after distributions pursuant to clauses (iv) through (vii) above until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (ix) to the Holders of the Class A-6 Notes, the remaining Noteholders' Principal Distributable Amount after distributions pursuant to clauses (iv) through (viii) above until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (x) to the Holders of the Class A-7 Notes, the remaining Noteholders' Principal Distributable Amount after distributions pursuant to clauses (iv) through (ix) above until the Outstanding Amount of the Class A-7 Notes is reduced to zero; and (xi) to the Holders of the Class A-8 Notes, the remaining Noteholders' Principal Distributable Amount after distributions pursuant to clauses (iv) through (x) above until the Outstanding Amount of the Class A-8 Notes is reduced to zero. (d) On each Distribution Date and each Redemption Date, to the extent of the interest of the Indenture Trustee in the Certificate Distribution Account (as described in Section 5.03(a5.08(a) of the Sale and Servicing Agreement), the Indenture Trustee hereby authorizes the Owner Trustee, the Co-Owner Trustee or the Paying Agent, as applicable, to make the distributions from the Certificate Distribution Account as required pursuant to Sections 5.01(d) and (eSection 5.06(c) of the Sale and Servicing Agreement. (e) The Indenture Trustee shall make claims under the Guaranty Policy pursuant to Section 5.02 of the Sale and Servicing Agreement and in accordance with the Guaranty Policy. The Indenture Trustee shall deposit any Guaranteed Payment received from the Security Insurer in the Note Distribution Account for the portion of the Guaranteed Payment payable on the related Class of Notes or in the Certificate Distribution Account for the portion of the Guaranteed Payment payable on the related Certificate. For claims under the Guaranty Policy for a Deficiency Amount, on the related Distribution Date, the Indenture Trustee shall distribute such amount based upon the portion of the Interest Distribution Amount and the portion of the Regular Distribution Amount payable on the related Class of Note to the Holders of such Class of Note and payable on the related Certificate to such Certificateholders in accordance with the terms of the Sale and Servicing Agreement. For claims under the Guaranty Policy for a Preference Amount, the Indenture Trustee shall distribute such amount in accordance with the terms of the Guaranty Policy, All amounts received under the Guaranty Policy shall be used solely for the payment to Securityholders of principal and interest on the related Class of Notes and the Certificates, as applicable.

Trust Accounts; Distributions. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee for the benefit of the Noteholders, or the Co-Owner Trustee for the benefit of the Certificateholders, the Trust Accounts as provided in Article V of the Sale and Servicing Agreement. The Indenture Trustee or Co-Owner Trustee shall deposit amounts into each of the Trust Accounts in accordance with the terms hereof, the Sale and Servicing Agreement and the Servicer's Monthly Remittance Report. (b) On or before the third Business Day prior to each Distribution Date, the Indenture Trustee shall withdraw from the Collection Account, the Pre-Funding Account, the Capitalized Interest Account and the Reserve Account, as applicable, the Available Collection Amount and the Reserve Account Withdrawal Amount, if any, with respect to the preceding Due Period pursuant to Section 5.01(b)(2) of the Sale and Servicing Agreement, the Available Collection Amount Agreement and shall will deposit such amount into the Note Distribution Account. No later than the second Business Day prior to each Distribution Date, to the extent funds are available in the Note Distribution Account, the Indenture Trustee shall either retain funds in the Note Distribution Account or make the withdrawals from the Note Distribution Account and deposits into the other Trust Accounts for distribution on such Distribution Date as required pursuant to Section 5.01(c) of the Sale and Servicing Agreement. (c) On each Distribution Date and Redemption Date, to the extent funds are available in the Note Distribution Account, the Indenture Trustee shall make the following distributions from the amounts on deposit in the Note Distribution Account in the following order of priority (except as otherwise provided in Section 5.04(c5.4(b)): (i) hereof): --------------- (A) to the Servicer, an amount equal to the Servicing Compensation (net of any amounts retained prior to deposit into the Collection Account pursuant to Section 5.01(b)(1) of the Sale and Servicing Agreement) and all unpaid Servicing Compensation from prior due periods, (B) to the Securities Insurer, an amount equal to the Guaranty Insurance Premium and all unpaid Guaranty Insurance Premiums from prior Due Periods, (C) to the Indenture Trustee, an amount equal to the Indenture Trustee Fee and all unpaid Indenture Trustee Fees from prior Due Periods, and (CD) to the Owner Trustee, an amount equal to the Owner Trustee Fee and all unpaid Owner Trustee Fees from prior Due Periods, and (D) to the Custodian, an amount equal to the Custodian Fee and all unpaid Custodian Fees from prior Due Periods; and; (ii) only to the Noteholders, extent of funds withdrawn from the amounts set forth Pre-Funding Account and deposited in Sections 5.01(dthe Note Distribution Account by the Indenture Trustee pursuant to Section 5.03(c) of the Sale and Servicing Agreement (enet of any amount deposited in the Certificate Distribution Account from the Note Distribution Account for distribution to Certificateholders pursuant to Subsection 5.01(c)(ii) of the Sale and Servicing Agreement), pro rata, to the Holders of the Notes based on the Principal Balance, to reduce the Principal Balance thereof; provided that if the amount of such funds equals or is less than [$50,000], then such amount shall be distributed sequentially to the Noteholders to reduce the Principal Balances thereof; (iii) to the Holders of the Notes, the Noteholders' Interest Distributable Amount for such Distribution Date; provided, that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on the Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on the Notes pro rata on the basis of the total such interest due on the Notes; and (iv) to the Holders of the Notes, the Noteholders' Principal Distributable Amount until the Outstanding Amount of the Notes is reduced to zero. (d) On each Distribution Date and each Redemption Date, to the extent of the interest of the Indenture Trustee in the Certificate Distribution Account (as described in Section 5.03(a5.08(a) of the Sale and Servicing Agreement), the Indenture Trustee hereby authorizes the Owner Trustee, the Co-Owner Trustee or the Paying Agent, as applicable, to make the distributions from the Certificate Distribution Account as required pursuant to Sections 5.01(d) and (eSection 5.06(c) of the Sale and Servicing Agreement. (e) The Indenture Trustee shall make claims under the Guaranty Policy pursuant to Section 5.02 of the Sale and Servicing Agreement and in accordance with the Guaranty Policy. The Indenture Trustee shall deposit any Guaranteed Payment received from the Security Insurer in the Note Distribution Account for the portion of the Guaranteed Payment payable on the Notes or in the Certificate Distribution Account for the portion of the Guaranteed Payment payable on the related Certificate. For claims under the Guaranty Policy for a Deficiency Amount, on the related Distribution Date, the Indenture Trustee shall distribute such amount based upon the portion of the Interest Distribution Amount and the portion of the Regular Distribution Amount payable on the Notes to the Noteholders and payable on the related Certificate to such Certificateholders in accordance with the terms of the Sale and Servicing Agreement. For claims under the Guaranty Policy for a Preference Amount, the Indenture Trustee shall distribute such amount in accordance with the terms of the Guaranty Policy. All amounts received under the Guaranty Policy shall be used solely for the payment to Securityholders of principal and interest on the Notes and the Certificates, as applicable.

Trust Accounts; Distributions. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee for the benefit of the Noteholders, or the Co-Owner Trustee for the benefit of the Certificateholders, the Trust Accounts as provided in Article V of the --------- Sale and Servicing Agreement. The Indenture Trustee or Co-Owner Trustee shall deposit amounts into each of the Trust Accounts in accordance with the terms hereof, the Sale and Servicing Agreement and the Servicer's Monthly Remittance Report. (b) On the Business Day prior to each Distribution Date, the Indenture Trustee shall withdraw from the Collection Account, the Available Collection Amount pursuant to Section 5.01(b)(2) of the Sale and Servicing Agreement, the Available Collection Amount Agreement and shall deposit such amount into the Note Distribution Account. No later than the second Business Day prior to each Distribution Date, to the extent funds are available in the Note Distribution Account, the Indenture Trustee shall either retain funds in the Note Distribution Account or make the withdrawals from the Note Distribution Account and deposits into the other Trust Accounts for distribution on such Distribution Date as required pursuant to Section 5.01(c) of the Sale and Servicing Agreement. (c) On each Distribution Date and Redemption Date, to the extent funds are available in the Note Distribution Account, the Indenture Trustee shall make the following distributions from the amounts on deposit in the Note Distribution Account in the following order of priority (except as otherwise provided in Section 5.04(c) hereof)): --------------- (A) to the Servicer, an amount equal to the Servicing Compensation (net of any amounts retained prior to deposit into the Collection Account pursuant to Section 5.01(b)(1) of the Sale and Servicing Agreement) and all unpaid Servicing Compensation from prior due periods, (B) to the Indenture Trustee, an amount equal to the Indenture Trustee Fee and all unpaid Indenture Trustee Fees from prior Due Periods, (C) to the Owner Trustee, an amount equal to the Owner Trustee Fee and all unpaid Owner Trustee Fees from prior Due Periods, and (D) to the Custodian, an amount equal to the Custodian Fee and all unpaid Custodian Fees from prior Due Periods; and (ii) to the Noteholders, the amounts set forth in Sections 5.01(d) and (e) of the Sale and Servicing Agreement. (d) On each Distribution Date and each Redemption Date, to the extent of the interest of the Indenture Trustee in the Certificate Distribution Account (as described in Section 5.03(a) of the Sale and Servicing Agreement), the Indenture Trustee hereby authorizes the Owner Trustee, the Co-Owner Trustee or the Paying Agent, as applicable, to make the distributions from the Certificate Distribution Account as required pursuant to Sections 5.01(d) and (e) of the Sale and Servicing Agreement.

Trust Accounts; Distributions. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintain, or the Indenture Trustee shall establish and maintain, in the name of the Indenture Trustee for the benefit of the NoteholdersNoteholders and the Note Insurer, or on behalf of the Co-Owner Trustee for the benefit of the CertificateholdersSecurityholders, the Trust Accounts Accounts, as provided in Article V of the Sale and Servicing Agreement. The Indenture Trustee or Co-Owner Trustee Issuer shall cause the Servicer to, and the Paying Agent shall, deposit amounts into each of the Trust Accounts in accordance with the terms hereof, hereof and the Sale and Servicing Agreement and the Servicer's Monthly Remittance ReportAgreement. (b) On the Business Day prior to each Distribution Date, the Indenture Trustee shall withdraw from the Collection Account, pursuant to Section 5.01(b)(2) of the Sale and Servicing Agreement, the Available Collection Amount and shall deposit such amount into the Note Distribution Account. No later than the second Business Day prior to each Distribution Date, to the extent funds are available in the Note Distribution Account, the Indenture Trustee shall either retain funds in the Note Distribution Account for distribution on such date in accordance with Section 6.05 of the Sale and Servicing Agreement or make the withdrawals from the Note Distribution Account and deposits into the other Trust Accounts Certificate Distribution Account for distribution on such Distribution Date as required pursuant to Section 5.01(c) 6.05 of the Sale and Servicing Agreement. (c) On each Distribution Date and Redemption Date, to the extent funds are available in the Note Distribution Account, the Indenture Trustee shall make the following distributions from the amounts on deposit in the Note Distribution Account in the following order of priority (except as otherwise provided in Section 5.04(c) hereof): --------------- (A) to the Servicer, an amount equal to the Servicing Compensation (net of any amounts retained prior to deposit into the Collection Account pursuant to Section 5.01(b)(1) of the Sale and Servicing Agreement) and all unpaid Servicing Compensation from prior due periods, (B) to the Indenture Trustee, an amount equal to the Indenture Trustee Fee and all unpaid Indenture Trustee Fees from prior Due Periods, (C) to the Owner Trustee, an amount equal to the Owner Trustee Fee and all unpaid Owner Trustee Fees from prior Due Periods, and (D) to the Custodian, an amount equal to the Custodian Fee and all unpaid Custodian Fees from prior Due Periods; and (ii) to the Noteholders, the amounts set forth in Sections 5.01(d) and (e) of the Sale and Servicing Agreement. (d) On each Distribution Date and each Redemption Date, to the extent of the interest of the Indenture Trustee in the Certificate Distribution Account (as described provided in Section 5.03(a) 6.07 of the Sale and Servicing Agreement), the Indenture Trustee hereby authorizes the Owner Trustee, the Co-Owner Trustee or the Paying Agent, as applicable, to make the distributions from the Certificate Distribution Account as required pursuant to Sections 5.01(d) and (e) 6.05 of the Sale and Servicing Agreement. (d) The Indenture Trustee shall make claims under the Note Insurance Policy pursuant to Section 6.04 of the Sale and Servicing Agreement and in accordance with the Note Insurance Policy. The Indenture Trustee shall deposit any Insured Payment received from the Note Insurer in the Note Distribution Account for payment to Insured Noteholders. With respect to claims under the Note Insurance Policy for a Preference Amount, the Indenture Trustee shall distribute such amount in accordance with the terms of the Note Insurance Policy. All amounts received under the Note Insurance Policy shall be used solely for the payment to Noteholders of principal and interest on the Insured Notes.

Trust Accounts; Distributions. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer Indenture Trustee to establish and maintain, in the name of the Indenture Trustee Trustee, for the benefit of the Noteholders, or Noteholders [and the Co-Owner Trustee for the benefit of the CertificateholdersNote Insurer], the Trust Accounts Note Distribution Account as provided in Article V of the Sale and Servicing Agreement. The Indenture Trustee or Co-Owner Trustee shall deposit amounts into each of the Trust Accounts in accordance with the terms Section 3.01 hereof, the Sale and Servicing Agreement and the Servicer's Monthly Remittance Report. (b) On the Business Day prior All monies deposited from time to each Distribution Date, the Indenture Trustee shall withdraw from the Collection Account, pursuant to Section 5.01(b)(2) of the Sale and Servicing Agreement, the Available Collection Amount and shall deposit such amount into the Note Distribution Account. No later than the second Business Day prior to each Distribution Date, to the extent funds are available time in the Note Distribution Account, the Pre- Funding Account and the Capitalized Interest Account (collectively, the "Trust Accounts") and all investments made with such monies including all income or other gain from such investments pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture are for the benefit of the Noteholders [and the Note Insurer]. The Indenture Trustee shall either retain invest any funds in the Note Distribution Account or make the withdrawals from the Note Distribution Account and deposits into the other Trust Accounts for distribution on in Eligible Investments, as directed by the Servicer, maturing no later than the Business Day preceding each Payment Date and such Distribution Date Eligible Investments shall not be sold or disposed of prior to their maturity. In the absence of such direction, the Indenture Trustee shall invest the funds in the Trust Account in money market funds as required pursuant to Section 5.01(cfurther described in clause (vii) of the Sale and Servicing Agreementdefinition of Eligible Investments. The amount of any losses incurred with respect to any such investments shall be deposited in the related Trust Account by the Servicer. (c) On each Distribution Date and Redemption Payment Date, to the extent funds are available in the Note Distribution Account, the Indenture Trustee Interest Remittance Amount shall make the following distributions from the amounts on deposit in the Note Distribution Account be distributed in the following order of priority (except as otherwise provided priority, in Section 5.04(c) hereof): ---------------each case to the extent of the then remaining Interest Remittance Amount: (Ai) to the Servicer, an amount equal to the Servicing Compensation (net of any amounts retained prior to deposit into the Collection Account pursuant to Section 5.01(b)(1) of the Sale Owner Trustee and Servicing Agreement) and all unpaid Servicing Compensation from prior due periods, (B) to the Indenture Trustee, an amount equal to the Indenture Trustee Fee and all unpaid Indenture Trustee Fees from prior Due Periods, (C) to the Owner Trustee, an amount equal to the Owner Trustee Fee and all unpaid Owner Indenture Trustee Fees from prior Due PeriodsFee, respectively, and (D) to the Custodian, an amount equal to the Custodian Fee and all unpaid Custodian Fees from prior Due Periods; andexpenses; (ii) first, to the Noteholders, on a pro rata basis, Accrued Note Interest thereon for such Payment Date, plus any Unpaid Interest Shortfalls thereon remaining unpaid from any previous Payment Date; provided, that if the amounts set forth Interest Remittance Amount is insufficient to pay the Noteholders in Sections 5.01(dfull any Accrued Note Interest thereon, the amount of such shortfall shall be allocated first, to the Class ___ Notes, second, to the Class ___ Notes, third, to the Class ___ Notes and fourth, to the Class ___ Notes; (iii) second, to the Noteholders in the following order: first, to the Class ___ Notes, second, to the Class ___ Notes, third, to the Class ___ Notes, and (e) fourth, to the Class ___ Notes, in each case in respect of the Sale principal portion of any Realized Losses to be allocated thereto on such Payment Date, or previously allocated thereto on any prior Payment Date, until the amount of such losses has been fully reimbursed; (iv) third, provided that no Note Insurer Default is occurring, to the Note Insurer, the aggregate of all payments, if any, made by the Note Insurer under the Note Insurance Policy and Servicing any other amounts due to the Note Insurer pursuant to the Insurance Agreement, to the extent not previously paid or reimbursed;] and (v) fourth, to the Certificate Distribution Account on behalf of the Certificateholders. (d) On each Distribution Payment Date and the Principal Remittance Amount shall be distributed in the following order of priority, in each Redemption Date, case to the extent of the interest then remaining Principal Remittance Amount, as follows: (i) first, to the Noteholders on a pro rata basis, based on the then-current Note Principal Balances thereof, an amount equal to the Note Principal Distribution Amount, in reduction of the Indenture Trustee in Note Principal Balance thereof, until reduced to zero; and (ii) second, to the Certificate Distribution Account (as described in Section 5.03(a) on behalf of the Sale and Servicing Agreement), the Indenture Trustee hereby authorizes the Owner Trustee, the Co-Owner Trustee or the Paying Agent, as applicable, to make the distributions from the Certificate Distribution Account as required pursuant to Sections 5.01(d) and (e) of the Sale and Servicing AgreementCertificateholders.

Trust Accounts; Distributions. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee for the benefit of the Noteholders, or the Co-Owner Trustee for the benefit of the Certificateholders, the Trust Accounts as provided in Article ARTICLE V of the Sale and Servicing Agreement. The Indenture Trustee or Co-Owner Trustee shall deposit amounts into each of the Trust Accounts in accordance with the terms hereof, the Sale and Servicing Agreement and the Servicer's Monthly Remittance Report. (b) On or before the third Business Day prior to each Distribution Date, the Indenture Trustee shall withdraw from the Collection Account, the Pre-Funding Account, the Capitalized Interest Account and the Reserve Account, as applicable, the Available Collection Amount and the Reserve Account Withdrawal Amount, if any, with respect to the preceding Due Period pursuant to Section 5.01(b)(2) of the Sale and Servicing Agreement, the Available Collection Amount Agreement and shall will deposit such amount into the Note Distribution Account. No later than the second Business Day prior to each Distribution Date, to the extent funds are available in the Note Distribution Account, the Indenture Trustee shall either retain funds in the Note Distribution Account or make the withdrawals from the Note Distribution Account and deposits into the other Trust Accounts for distribution on such Distribution Date as required pursuant to Section 5.01(c) of the Sale and Servicing Agreement. (c) On each Distribution Date and Redemption Date, to the extent funds are available in the Note Distribution Account, the Indenture Trustee shall make the following distributions from the amounts on deposit in the Note Distribution Account in the following order of priority (except as otherwise provided in Section 5.04(c5.4(b)): (i) hereof): --------------- (A) to the Servicer, an amount equal to the Servicing Compensation (net of any amounts retained prior to deposit into the Collection Account pursuant to Section 5.01(b)(1) of the Sale and Servicing Agreement) and all unpaid Servicing Compensation from prior due periods, (B) to the Securities Insurer, an amount equal to the Guaranty Insurance Premium and all unpaid Guaranty Insurance Premiums from prior Due Periods, (C) to the Indenture Trustee, an amount equal to the Indenture Trustee Fee and all unpaid Indenture Trustee Fees from prior Due Periods, (CD) to the Owner Trustee, an amount equal to the Owner Trustee Fee and all unpaid Owner Trustee Fees from prior Due Periods, and (DE) to the Custodian, an amount equal to the Custodian Fee and all unpaid Custodian Fees from prior Due Periods; and; (ii) only to the Noteholders, extent of funds withdrawn from the amounts set forth Pre-Funding Account and deposited in Sections 5.01(dthe Note Distribution Account by the Indenture Trustee pursuant to Section 5.03(c) of the Sale and Servicing Agreement (enet of any amount deposited in the Certificate Distribution Account from the Note Distribution Account for distribution to Certificateholders pursuant to Subsection 5.01(c)(ii) of the Sale and Servicing Agreement), pro rata, to the Holders of the Class A-1 Notes, the Holders of the Class A-2 Notes, the Holders of the Class A-3 Notes, the Holders of the Class A-4 Notes, the Holders of the Class A-5 Notes, the Holders of the Class A-6 Notes, the Holders of the Class A-7 Notes and the Holders of the Class A-8 Notes based on the Class Principal Balance of each such Class, in each case to reduce the Class Principal Balance of each such Class; provided that if the amount of such funds equals or is less than $50,000, then such amount shall be distributed sequentially to the Holders of each Class of Notes, in ascending order of their respective Class designations, to reduce the respective Class Principal Balances thereof; (iii) to the Holders of each Class of the Notes, the Noteholders' Interest Distributable Amount for such Distribution Date; provided, that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on the Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on the Notes pro rata on the basis of the total such interest due on the Notes; (iv) to the Holders of the Class A-1 Notes, the Noteholders' Principal Distributable Amount until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (v) to the Holders of the Class A-2 Notes, the remaining Noteholders' Principal Distributable Amount after distributions pursuant to clause (iv) above until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (vi) to the Holders of the Class A-3 Notes, the remaining Noteholders' Principal Distributable Amount after distributions pursuant to clauses (iv) and (v) above until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (vii) to the Holders of the Class A-4 Notes, the remaining Noteholders' Principal Distributable Amount after distributions pursuant to clauses (iv) through (vi) above until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (viii) to the Holders of the Class A-5 Notes, the remaining Noteholders' Principal Distributable Amount after distributions pursuant to clauses (iv) through (vii) above until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (ix) to the Holders of the Class A-6 Notes, the remaining Noteholders' Principal Distributable Amount after distributions pursuant to clauses (iv) through (viii) above until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (x) to the Holders of the Class A-7 Notes, the remaining Noteholders' Principal Distributable Amount after distributions pursuant to clauses (iv) through (ix) above until the Outstanding Amount of the Class A-7 Notes is reduced to zero; and (xi) to the Holders of the Class A-8 Notes, the remaining Noteholders' Principal Distributable Amount after distributions pursuant to clauses (iv) through (x) above until the Outstanding Amount of the Class A-8 Notes is reduced to zero. (d) On each Distribution Date and each Redemption Date, to the extent of the interest of the Indenture Trustee in the Certificate Distribution Account (as described in Section 5.03(a5.08(a) of the Sale and Servicing Agreement), the Indenture Trustee hereby authorizes the Owner Trustee, the Co-Owner Trustee or the Paying Agent, as applicable, to make the distributions from the Certificate Distribution Account as required pursuant to Sections 5.01(d) and (eSection 5.06(c) of the Sale and Servicing Agreement. (e) The Indenture Trustee shall make claims under the Guaranty Policy pursuant to Section 5.02 of the Sale and Servicing Agreement and in accordance with the Guaranty Policy. The Indenture Trustee shall deposit any Guaranteed Payment received from the Security Insurer in the Note Distribution Account for the portion of the Guaranteed Payment payable on the related Class of Notes or in the Certificate Distribution Account for the portion of the Guaranteed Payment payable on the related Certificate. For claims under the Guaranty Policy for a Deficiency Amount, on the related Distribution Date, the Indenture Trustee shall distribute such amount based upon the portion of the Interest Distribution Amount and the portion of the Regular Distribution Amount payable on the related Class of Note to the Holders of such Class of Note and payable on the related Certificate to such Certificateholders in accordance with the terms of the Sale and Servicing Agreement. For claims under the Guaranty Policy for a Preference Amount, the Indenture Trustee shall distribute such amount in accordance with the terms of the Guaranty Policy, All amounts received under the Guaranty Policy shall be used solely for the payment to Securityholders of principal and interest on the related Class of Notes and the Certificates, as applicable.

Trust Accounts; Distributions. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee for the benefit of the Noteholders, or the Co-Owner Trustee for the benefit of the CertificateholdersResidual Interestholders, the Trust Accounts as provided in Article V of the Sale and Servicing Agreement. The Indenture Trustee or Co-Owner Trustee shall deposit amounts into each of the Trust Accounts in accordance with the terms hereof, the Sale and Servicing Agreement and the Servicer's Monthly Remittance Report. (b) On the Business Day prior to Remittance Date of each Distribution Date, month the Servicer shall instruct the Indenture Trustee shall to withdraw from the Collection Account, Account the Available Collection Amount pursuant to Section 5.01(b)(25.1(b)(2) of the Sale and Servicing Agreement, the Available Collection Amount Agreement and shall deposit such amount into the Note Distribution Account. No later than the second Business Day prior Prior to each Distribution Date, to the extent funds are available in the Note Distribution Account, the Indenture Trustee shall either retain funds in the Note Distribution Account or make the withdrawals from the Note Distribution Account and deposits into the other Trust Accounts for distribution on such Distribution Date as required pursuant to Section 5.01(c5.1(c) of the Sale and Servicing Agreement. (c) On each Distribution Date and Redemption Date, to the extent funds are available in the Note Distribution Account, the Indenture Trustee shall make the following distributions from the amounts on deposit in the Note Distribution Account in the following order of priority (except as otherwise provided in Section 5.04(c5.04(b)): (i) hereof): --------------- (A) to the Servicer, an amount equal to the Servicing Compensation (net of any amounts retained prior to deposit into the Collection Account pursuant to Section 5.01(b)(15.1(b)(1) of the Sale and Servicing Agreement) and all unpaid Servicing Compensation from prior due periods, (B) to the Indenture Trustee, an amount equal to the Indenture Trustee Fee and all unpaid Indenture Trustee Fees from prior Due Periods, (C) to the Owner TrusteeCompany, an amount equal to the Owner Trustee Fee and all unpaid Owner Trustee Fees from prior Due Periods, and (D) to the Custodian, an amount equal to the Custodian Fee and all unpaid Custodian Fees from prior Due Periods; and (ii) to the Noteholders, the amounts set forth in Sections 5.01(dSection 5.1(d) and (eSection 5.1(e) of the Sale and Servicing Agreement. (d) On each Distribution Date and each Redemption Date, to the extent of the interest of the Indenture Trustee in the Certificate Distribution Account (as described in Section 5.03(a) 5.2 of the Sale and Servicing Agreement), the Indenture Trustee hereby authorizes the Owner Trustee, the Co-Owner Trustee or the Paying Agent, as applicable, to make the distributions from the Certificate Distribution Account as required pursuant to Sections 5.01(dSection 5.1(d) and (eSection 5.1(e) of the Sale and Servicing Agreement.

Trust Accounts; Distributions. (a) On or prior to ----------------------------- the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee for the benefit of the Noteholders, or on behalf of the Co-Owner Trustee for the benefit of the CertificateholdersSecurityholders, the Trust Accounts as provided in Article V of the Sale and Servicing Agreement. The --------- Indenture Trustee or Co-Owner Trustee shall deposit amounts into each of the Trust Accounts in accordance with the terms hereof, the Sale and Servicing Agreement and the Servicer's Monthly Remittance Report. (b) On the second Business Day prior to each Distribution Date, the Indenture Trustee shall withdraw from the Collection Account, pursuant to Section 5.01(b)(2) of the Sale and Servicing Agreement, the Available Collection ------------------ Amount and shall deposit such amount into the Note Distribution Account. No later than the second Business Day prior to On each Distribution Date, to the extent funds are available in the Note Distribution Account, the Indenture Trustee shall either retain funds in the Note Distribution Account for distribution on such day or make the withdrawals from the Note Distribution Account and deposits into the other Trust Accounts Certificate Distribution Account for distribution on such Distribution Date as required pursuant to Section 5.01(c) of the Sale and Servicing Agreement.. --------------- (c) On each Distribution Date and Redemption Date, to the extent funds are available in the Note Distribution Account, the Indenture Trustee shall make the following distributions from the amounts on deposit in the Note Distribution Account in the following order of priority (except as otherwise provided in Section 5.04(c) hereof): --------------- (A) to the Servicer, an amount equal (i) to the Servicing Compensation (net of any amounts retained prior to deposit into the Collection Account pursuant to Section 5.01(b)(1) of the Sale and Servicing Agreement) and all unpaid Servicing Compensation from prior due periodsDistribution Dates and (ii) all Nonrecoverable Servicing Advances not previously reimbursed, (B) to the Indenture Trustee, an amount equal to the Indenture Trustee Fee and all unpaid Indenture Trustee Fees from prior Due PeriodsDistribution Dates, (C) to the Servicer, in trust for the Owner Trustee, an amount equal to the Owner Trustee Fee and all unpaid Owner Trustee Fees from prior Due Periods, and (D) to the Custodian, an amount equal to the Custodian Fee Fee, if any, and all unpaid Custodian Fees from prior Due PeriodsDistribution Dates; and (ii) to the Noteholders, the amounts set forth in Sections 5.01(d) and (e) of the Sale and Servicing Agreement. (d) On each Distribution Date and each Redemption Date, to the extent of the interest of the Indenture Trustee in the Certificate Distribution Account (as described in Section 5.03(a) of the Sale and Servicing Agreement), the Indenture Trustee hereby authorizes the Owner Trustee, the Co-Owner Trustee or the Paying Agent, as applicable, to make the distributions from the Certificate Distribution Account as required pursuant to Sections 5.01(d) and (e) of the Sale and Servicing ------------------------ Agreement.

Trust Accounts; Distributions. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee for the benefit of the Noteholders, or the Co-Owner Trustee for the benefit of the Certificateholders, the Trust Accounts as provided in Article ARTICLE V of the Sale and Servicing Agreement. The Indenture Trustee or Co-Owner Trustee shall deposit amounts into each of the Trust Accounts in accordance with the terms hereof, the Sale and Servicing Agreement and the Servicer's Monthly Remittance Report. (b) On or before the third Business Day prior to each Distribution Date, the Indenture Trustee shall withdraw from the Collection Account, the Pre-Funding Account, the Capitalized Interest Account and the Reserve Account, as applicable, the Available Collection Amount and the Reserve Account Withdrawal Amount, if any, with respect to the preceding Due Period pursuant to Section 5.01(b)(2) of the Sale and Servicing Agreement, the Available Collection Amount Agreement and shall will deposit such amount into the Note Distribution Account. No later than the second Business Day prior to each Distribution Date, to the extent funds are available in the Note Distribution Account, the Indenture Trustee shall either retain funds in the Note Distribution Account or make the withdrawals from the Note Distribution Account and deposits into the other Trust Accounts for distribution on such Distribution Date as required pursuant to Section 5.01(c) of the Sale and Servicing Agreement. (c) On each Distribution Date and Redemption Date, to the extent funds are available in the Note Distribution Account, the Indenture Trustee shall make the following distributions from the amounts on deposit in the Note Distribution Account in the following order of priority (except as otherwise provided in Section 5.04(c5.4(b)): (i) hereof): --------------- (A) to the Servicer, an amount equal to the Servicing Compensation (net of any amounts retained prior to deposit into the Collection Account pursuant to Section 5.01(b)(1) of the Sale and Servicing Agreement) and all unpaid Servicing Compensation from prior due periods, (B) to the Securities Insurer, an amount equal to the Guaranty Insurance Premium and all unpaid Guaranty Insurance Premiums from prior Due Periods, (C) to the Indenture Trustee, an amount equal to the Indenture Trustee Fee and all unpaid Indenture Trustee Fees from prior Due Periods, and (CD) to the Owner Trustee, an amount equal to the Owner Trustee Fee and all unpaid Owner Trustee Fees from prior Due Periods, and (D) to the Custodian, an amount equal to the Custodian Fee and all unpaid Custodian Fees from prior Due Periods; and; (ii) only to the Noteholders, extent of funds withdrawn from the amounts set forth Pre-Funding Account and deposited in Sections 5.01(dthe Note Distribution Account by the Indenture Trustee pursuant to Section 5.03(c) of the Sale and Servicing Agreement (enet of any amount deposited in the Certificate Distribution Account from the Note Distribution Account for distribution to Certificateholders pursuant to Subsection 5.01(c)(ii) of the Sale and Servicing Agreement), pro rata, to the Holders of the Class A-1 Notes, the Holders of the Class A-2 Notes, the Holders of the Class A-3 Notes, the Holders of the Class A-4 Notes, the Holders of the Class A-5 Notes, the Holders of the Class A-6 Notes, the Holders of the Class A-7 Notes and the Holders of the Class A-8 Notes based on the Class Principal Balance of each such Class, in each case to reduce the Class Principal Balance of each such Class; provided that if the amount of such funds equals or is less than $50,000, then such amount shall be distributed sequentially to the Holders of each Class of Notes, in ascending order of their respective Class designations, to reduce the respective Class Principal Balances thereof; (iii) to the Holders of each Class of the Notes, the Noteholders' Interest Distributable Amount for such Distribution Date; provided, that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on the Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on the Notes pro rata on the basis of the total such interest due on the Notes; (iv) to the Holders of the Class A-1 Notes, the Noteholders' Principal Distributable Amount until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (v) to the Holders of the Class A-2 Notes, the remaining Noteholders' Principal Distributable Amount after distributions pursuant to clause (iv) above until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (vi) to the Holders of the Class A-3 Notes, the remaining Noteholders' Principal Distributable Amount after distributions pursuant to clauses (iv) and (v) above until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (vii) to the Holders of the Class A-4 Notes, the remaining Noteholders' Principal Distributable Amount after distributions pursuant to clauses (iv) through (vi) above until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (viii) to the Holders of the Class A-5 Notes, the remaining Noteholders' Principal Distributable Amount after distributions pursuant to clauses (iv) through (vii) above until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (ix) to the Holders of the Class A-6 Notes, the remaining Noteholders' Principal Distributable Amount after distributions pursuant to clauses (iv) through (viii) above until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (x) to the Holders of the Class A-7 Notes, the remaining Noteholders' Principal Distributable Amount after distributions pursuant to clauses (iv) through (ix) above until the Outstanding Amount of the Class A-7 Notes is reduced to zero; and (xi) to the Holders of the Class A-8 Notes, the remaining Noteholders' Principal Distributable Amount after distributions pursuant to clauses (iv) through (x) above until the Outstanding Amount of the Class A-8 Notes is reduced to zero. (d) On each Distribution Date and each Redemption Date, to the extent of the interest of the Indenture Trustee in the Certificate Distribution Account (as described in Section 5.03(a5.08(a) of the Sale and Servicing Agreement), the Indenture Trustee hereby authorizes the Owner Trustee, the Co-Co- Owner Trustee or the Paying Agent, as applicable, to make the distributions from the Certificate Distribution Account as required pursuant to Sections 5.01(d) and (eSection 5.06(c) of the Sale and Servicing Agreement. (e) The Indenture Trustee shall make claims under the Guaranty Policy pursuant to Section 5.02 of the Sale and Servicing Agreement and in accordance with the Guaranty Policy. The Indenture Trustee shall deposit any Guaranteed Payment received from the Security Insurer in the Note Distribution Account for the portion of the Guaranteed Payment payable on the related Class of Notes or in the Certificate Distribution Account for the portion of the Guaranteed Payment payable on the related Certificate. For claims under the Guaranty Policy for a Deficiency Amount, on the related Distribution Date, the Indenture Trustee shall distribute such amount based upon the portion of the Interest Distribution Amount and the portion of the Regular Distribution Amount payable on the related Class of Note to the Holders of such Class of Note and payable on the related Certificate to such Certificateholders in accordance with the terms of the Sale and Servicing Agreement. For claims under the Guaranty Policy for a Preference Amount, the Indenture Trustee shall distribute such amount in accordance with the terms of the Guaranty Policy. All amounts received under the Guaranty Policy shall be used solely for the payment to Securityholders of principal and interest on the related Class of Notes and the Certificates, as applicable.

Trust Accounts; Distributions. (a) On or prior to the Closing Date, the Issuer Indenture Trustee shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee for the benefit of the NoteholdersNoteholders [and the Note Insurer], or on behalf of the Co-Owner Trustee for the benefit of the CertificateholdersSecurityholders, the Trust Accounts Accounts, as provided in Article V of the Sale and Servicing Collection Agreement. The Indenture Trustee or Co-Owner Trustee Issuer shall cause each Servicer to, and the Paying Agent shall, deposit amounts into each of the Trust Accounts in accordance with the terms hereof, hereof and the Sale and Servicing Collection Agreement and the Servicer's Monthly Remittance Reportrelated Servicing Agreement. (b) On the Business Day prior to each Distribution Date, the Indenture Trustee shall withdraw from the Collection Account, pursuant to Section 5.01(b)(2) of the Sale and Servicing Agreement, the Available Collection Amount and shall deposit such amount into the Note Distribution Account. No later than the second Business Day prior to each Distribution Payment Date, to the extent funds are available in the Note Distribution Payment Account, the Indenture Trustee shall either retain funds in the Note Distribution Payment Account for distribution on such date in accordance with Section 4.04 of the Sale and Collection Agreement or make the withdrawals from the Note Distribution Payment Account and deposits into the other Trust Accounts Certificate Distribution Account for distribution on such Distribution Payment Date as required pursuant to Section 5.01(c) 4.05 of the Sale and Servicing Collection Agreement. (c) On each Distribution Date and Redemption Date, to the extent funds are available in the Note Distribution Account, the Indenture Trustee shall make the following distributions from the amounts on deposit in the Note Distribution Account in the following order of priority (except as otherwise provided in Section 5.04(c) hereof): --------------- (A) to the Servicer, an amount equal to the Servicing Compensation (net of any amounts retained prior to deposit into the Collection Account pursuant to Section 5.01(b)(1) of the Sale and Servicing Agreement) and all unpaid Servicing Compensation from prior due periods, (B) to the Indenture Trustee, an amount equal to the Indenture Trustee Fee and all unpaid Indenture Trustee Fees from prior Due Periods, (C) to the Owner Trustee, an amount equal to the Owner Trustee Fee and all unpaid Owner Trustee Fees from prior Due Periods, and (D) to the Custodian, an amount equal to the Custodian Fee and all unpaid Custodian Fees from prior Due Periods; and (ii) to the Noteholders, the amounts set forth in Sections 5.01(d) and (e) of the Sale and Servicing Agreement. (d) On each Distribution Payment Date and each Redemption Date, to the extent of the interest of the Indenture Trustee in the Certificate Distribution Account (as described provided in Section 5.03(a) 4.05 of the Sale and Servicing Collection Agreement), the Indenture Trustee hereby authorizes the Owner Trustee, the Co-Owner Trustee or the Paying Agent, as applicable, to make the distributions from the Certificate Distribution Account as required pursuant to Sections 5.01(d) and (e) Section 4.05 of the Sale and Servicing Collection Agreement. (d) [The Indenture Trustee shall make claims under the Note Insurance Policy pursuant to Section [ ] of the Sale and Collection Agreement and in accordance with the Note Insurance Policy. The Indenture Trustee shall deposit any Insured Payment received from the Note Insurer in the Note Payment Account for payment to Insured Noteholders. With respect to claims under the Note Insurance Policy for a Preference Amount, the Indenture Trustee shall distribute such amount in accordance with the terms of the Note Insurance Policy. All amounts received under the Note Insurance Policy shall be used solely for the payment to Noteholders of principal and interest on the Insured Notes.]

Trust Accounts; Distributions. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee for the benefit of the Noteholders, or the Co-Owner Trustee for the benefit of the CertificateholdersResidual Interestholders, the Trust Accounts as provided in Article V of the Sale and Servicing Agreement. The Indenture Trustee or Co-Owner Trustee shall deposit amounts into each of the Trust Accounts in accordance with the terms hereof, the Sale and Servicing Agreement and the Servicer's Monthly Remittance Report. (b) On or before the Business Day prior to each Distribution Date, the Indenture Trustee shall withdraw from the Collection Account, the Available Collection Amount pursuant to Section 5.01(b)(2) of the Sale and Servicing Agreement, the Available Collection Amount Agreement and shall deposit such amount into the Note Distribution Account. No later than the second Business Day prior Prior to each Distribution Date, to the extent funds are available in the Note Distribution Account, the Indenture Trustee shall either retain funds in the Note Distribution Account or make the withdrawals from the Note Distribution Account and deposits into the other Trust Accounts for distribution on such Distribution Date as required pursuant to Section 5.01(c) of the Sale and Servicing Agreement. (c) On each Distribution Date and Redemption Date, to the extent funds are available in the Note Distribution Account, the Indenture Trustee shall make the following distributions from the amounts on deposit in the Note Distribution Account in the following order of priority (except as otherwise provided in Section 5.04(c5.04(b)): (i) hereof): --------------- (A) to the Servicer, an amount equal to the Servicing Compensation (net of any amounts retained prior to deposit into the Collection Account pursuant to Section 5.01(b)(1) of the Sale and Servicing Agreement) and all unpaid Servicing Compensation from prior due periods, (B) to the Indenture Trustee, an amount equal to the Indenture Trustee Fee and all unpaid Indenture Trustee Fees from prior Due Periods, (C) to the Owner Trustee, an amount equal to the Owner Trustee Fee and all unpaid Owner Trustee Fees from prior Due 51 57 Periods, and (D) to the Custodian, an amount equal to the Custodian Fee and all unpaid Custodian Fees from prior Due Periods; and (ii) to the Noteholders, the amounts set forth in Sections 5.01(d) and (e) of the Sale and Servicing Agreement. (d) On each Distribution Date and each Redemption Date, to the extent of the interest of the Indenture Trustee in the Certificate Distribution Account (as described in Section 5.03(a) of the Sale and Servicing Agreement), the Indenture Trustee hereby authorizes the Owner Trustee, the Co-Owner Trustee or the Paying Agent, as applicable, to make the distributions from the Certificate Distribution Account as required pursuant to Sections 5.01(d) and (e) of the Sale and Servicing Agreement.

Trust Accounts; Distributions. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee for the benefit of the Noteholders, or the Co-Owner Trustee for the benefit of the Certificateholders, the Trust Accounts as provided in Article ARTICLE V of the Sale and Servicing Agreement. The Indenture Trustee or Co-Owner Trustee shall deposit amounts into each of the Trust Accounts in accordance with the terms hereof, the Sale and Servicing Agreement and the Servicer's Monthly Remittance Report. (b) On or before the third Business Day prior to each Distribution Date, the Indenture Trustee shall withdraw from the Collection Account, the Pre-Funding Account, the Capitalized Interest Account and the Reserve Account, as applicable, the Available Collection Amount and the Reserve Account Withdrawal Amount, if any, with respect to the preceding Due Period pursuant to Section 5.01(b)(2) of the Sale and Servicing Agreement, the Available Collection Amount Agreement and shall will deposit such amount into the Note Distribution Account. No later than the second Business Day prior to each Distribution Date, to the extent funds are available in the Note Distribution Account, the Indenture Trustee shall either retain funds in the Note Distribution Account or make the withdrawals from the Note Distribution Account and deposits into the other Trust Accounts for distribution on such Distribution Date as required pursuant to Section 5.01(c) of the Sale and Servicing Agreement. (c) On each Distribution Date and Redemption Date, to the extent funds are available in the Note Distribution Account, the Indenture Trustee shall make the following distributions from the amounts on deposit in the Note Distribution Account in the following order of priority (except as otherwise provided in Section 5.04(c5.4(b)): (i) hereof): --------------- (A) to the Servicer, an amount equal to the Servicing Compensation (net of any amounts retained prior to deposit into the Collection Account pursuant to Section 5.01(b)(1) of the Sale and Servicing Agreement) and all unpaid Servicing Compensation from prior due periods, (B) to the Securities Insurer, an amount equal to the Guaranty Insurance Premium and all unpaid Guaranty Insurance Premiums from prior Due Periods, (C) to the Indenture Trustee, an amount equal to the Indenture Trustee Fee and all unpaid Indenture Trustee Fees from prior Due Periods, (CD) to the Owner Trustee, an amount equal to the Owner Trustee Fee and all unpaid Owner Trustee Fees from prior Due Periods, and (DE) to the Custodian, an amount equal to the Custodian Fee and all unpaid Custodian Fees from prior Due Periods; and; (ii) only to the Noteholders, extent of funds withdrawn from the amounts set forth Pre-Funding Account and deposited in Sections 5.01(d) and (ethe Note Distribution Account by the Indenture Trustee pursuant to Section 5.03(c) of the Sale and Servicing Agreement. Agreement (d) On each Distribution Date and each Redemption Date, to the extent net of the interest of the Indenture Trustee any amount deposited in the Certificate Distribution Account (as described in Section 5.03(afrom the Note Distribution Account for distribution to Certificateholders pursuant to Subsection 5.01(c)(ii) of the Sale and Servicing Agreement), pro rata, to the Indenture Trustee hereby authorizes Holders of the Owner TrusteeClass A-1 Notes, the Co-Owner Trustee Holders of the Class A-2 Notes, the Holders of the Class A-3 Notes, the Holders of the Class A-4 Notes, the Holders of the Class A-5 Notes, the Holders of the Class A-6 Notes, the Holders of the Class A-7 Notes and the Holders of the Class A-8 Notes based on the Class Principal Balance of each such Class, in each case to reduce the Class Principal Balance of each such Class; provided that if the amount of such funds equals or is less than $50,000, then such amount shall be distributed sequentially to the Paying AgentHolders of each Class of Notes, as applicablein ascending order of their respective Class designations, to make reduce the distributions from respective Class Principal Balances thereof; (iii) to the Certificate Holders of each Class of the Notes, the Noteholders' Interest Distributable Amount for such Distribution Date; provided, that if there are not sufficient funds in the Note Distribution Account as required to pay the entire amount of accrued and unpaid interest then due on the Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on the Notes pro rata on the basis of the total such interest due on the Notes; (iv) to the Holders of the Class A-1 Notes, the Noteholders' Principal Distributable Amount until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (v) to the Holders of the Class A-2 Notes, the remaining Noteholders' Principal Distributable Amount after distributions pursuant to Sections 5.01(dclause (iv) above until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (vi) to the Holders of the Class A-3 Notes, the remaining Noteholders' Principal Distributable Amount after distributions pursuant to clauses (iv) and (ev) above until the Outstanding Amount of the Sale and Servicing Agreement.Class A-3 Notes is reduced to zero; (vii) to the Holders of the Class A-4 Notes, the remaining Noteholders' Principal Distributable Amount after distributions pursuant to clauses (iv) through (vi) above until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (viii) to the Holders of the Class A-5 Notes, the remaining Noteholders' Principal Distributable Amount after distributions pursuant to clauses (iv) through (vii) above until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (ix) to the Holders of the Class A-6 Notes, the remaining Noteholders' Principal Distributable Amount after distributions pursuant to clauses (iv) through (viii) above until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (x) to the Holders of the Class A-7 Notes, the remaining Noteholders' Principal Distributable Amount after distributions pursuant to clauses (iv) through (ix) above until the Outstanding Amount of the Class A-7 Notes is reduced to zero; and